CITIGROUP MORTGAGE LOAN TRUST INC. Depositor COUNTRYWIDE HOME LOANS SERVICING LP Servicer CITIBANK, N.A. Trust Administrator and Trustee POOLING AND SERVICING AGREEMENT Dated as of June 1, 2007 Asset-Backed Pass-Through Certificates Series 2007-AHL3
CITIGROUP
MORTGAGE LOAN TRUST INC.
Depositor
COUNTRYWIDE
HOME LOANS SERVICING LP
Servicer
CITIBANK,
N.A.
Trust
Administrator
and
U.S.
BANK
NATIONAL ASSOCIATION
Trustee
_________________________________________
Dated
as
of June 1, 2007
_________________________________________
Asset-Backed
Pass-Through Certificates
Series
2007-AHL3
TABLE
OF CONTENTS
Section
|
ARTICLE
I DEFINITIONS
|
|
|
SECTION
1.01
|
Defined
Terms.
|
|
SECTION
1.02
|
Allocation
of Certain Interest Shortfalls.
|
|
ARTICLE
II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
|
|
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02
|
Acceptance
of the Trust Fund by the Trustee.
|
|
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by the Sponsor or the
Depositor.
|
|
SECTION
2.04
|
[Reserved].
|
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the Servicer.
|
|
SECTION
2.06
|
Issuance
of the Certificates.
|
|
SECTION
2.07
|
Authorization
to Enter into Interest Rate Swap Agreement
|
|
SECTION
2.08
|
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs
by the
Trustee.
|
|
ARTICLE
III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3.01
|
Servicer
to Act as Servicer.
|
|
SECTION
3.02
|
Sub-Servicing
Agreements Between the Servicer and Sub-Servicers.
|
|
SECTION
3.03
|
Successor
Sub-Servicers.
|
|
SECTION
3.04
|
Liability
of the Servicer.
|
|
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicers and Trustee, Trust
Administrator or Certificateholders.
|
|
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by Trust
Administrator.
|
|
SECTION
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.08
|
Sub-Servicing
Accounts.
|
|
SECTION
3.09
|
Collection
of Taxes and Similar Items; Servicing Accounts.
|
|
SECTION
3.10
|
Collection
Account and Distribution Account.
|
|
SECTION
3.11
|
Withdrawals
from the Collection Account and Distribution Account.
|
|
SECTION
3.12
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
|
SECTION
3.13
|
[Reserved].
|
|
SECTION
3.14
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
|
SECTION
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.16
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.17
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18
|
Servicing
Compensation.
|
|
SECTION
3.19
|
Reports
to the Trust Administrator; Collection Account
Statements.
|
|
SECTION
3.20
|
Statement
as to Compliance.
|
|
SECTION
3.21
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.22
|
Access
to Certain Documentation.
|
|
SECTION
3.23
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.24
|
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3.25
|
Obligations
of the Servicer in Respect of Monthly Payments.
|
|
SECTION
3.26
|
Advance
Facility.
|
|
SECTION
3.27
|
Additional
Representations and Warranties of the Servicer.
|
|
SECTION
3.28
|
Regulation
AB Compliance and Indemnity with respect to the
Servicer.
|
|
ARTICLE
IV PAYMENTS TO CERTIFICATEHOLDERS
|
|
|
SECTION
4.01
|
Distributions.
|
|
SECTION
4.02
|
Statements
to Certificateholders.
|
|
SECTION
4.03
|
Remittance
Reports; P&I Advances.
|
|
SECTION
4.04
|
Allocation
of Extraordinary Trust Fund Expenses and Realized
Losses.
|
|
SECTION
4.05
|
Compliance
with Withholding Requirements.
|
|
SECTION
4.06
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
4.07
|
Commission
Reporting.
|
|
SECTION
4.08
|
Swap
Account.
|
|
SECTION
4.09
|
Swap
Collateral Account
|
|
SECTION
4.10
|
Rights
and Obligations Under the Interest Rate Swap Agreement.
|
|
SECTION
4.11
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
|
ARTICLE
V THE CERTIFICATES
|
|
|
SECTION
5.01
|
The
Certificates.
|
|
SECTION
5.02
|
Registration
of Transfer and Exchange of Certificates.
|
|
SECTION
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
5.04
|
Persons
Deemed Owners.
|
|
SECTION
5.05
|
Certain
Available Information.
|
|
ARTICLE
VI THE DEPOSITOR AND THE SERVICER
|
|
|
SECTION
6.01
|
Liability
of the Depositor and the Servicer.
|
|
SECTION
6.02
|
Merger
or Consolidation of the Depositor or the Servicer.
|
|
SECTION
6.03
|
Limitation
on Liability of the Depositor, the Servicer and Others.
|
|
SECTION
6.04
|
Limitation
on Resignation of the Servicer.
|
|
SECTION
6.05
|
Rights
of the Depositor in Respect of the Servicer.
|
|
SECTION
6.06
|
Duties
of the Credit Risk Manager.
|
|
SECTION
6.07
|
Limitation
Upon Liability of the Credit Risk Manager.
|
|
SECTION
6.08
|
Removal
of the Credit Risk Manager.
|
|
ARTICLE
VII DEFAULT
|
|
|
SECTION
7.01
|
Servicer
Events of Default.
|
|
SECTION
7.02
|
Trust
Administrator or Trustee to Act; Appointment of
Successor.
|
|
SECTION
7.03
|
Notification
to Certificateholders.
|
|
SECTION
7.04
|
Waiver
of Servicer Events of Default.
|
|
ARTICLE
VIII CONCERNING THE TRUSTEE aND THE TRUST ADMINISTRATOR
|
|
|
SECTION
8.01
|
Duties
of Trustee and Trust Administrator.
|
|
SECTION
8.02
|
Certain
Matters Affecting the Trustee and the Trust
Administrator.
|
|
SECTION
8.03
|
Neither
the Trustee nor Trust Administrator Liable for Certificates or
Mortgage
Loans.
|
|
SECTION
8.04
|
Trustee
and Trust Administrator May Own Certificates.
|
|
SECTION
8.05
|
Trustee’s,
Trust Administrator’s and Custodian’s Fees and
Expenses.
|
|
SECTION
8.06
|
Eligibility
Requirements for Trustee and Trust Administrator.
|
|
SECTION
8.07
|
Resignation
and Removal of the Trustee and the Trust Administrator.
|
|
SECTION
8.08
|
Successor
Trustee or Trust Administrator.
|
|
SECTION
8.09
|
Merger
or Consolidation of Trustee or Trust Administrator.
|
|
SECTION
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11
|
[Reserved].
|
|
SECTION
8.12
|
Appointment
of Office or Agency.
|
|
SECTION
8.13
|
Representations
and Warranties.
|
|
SECTION
8.14
|
[Reserved].
|
|
SECTION
8.15
|
No
Trustee or Trust Administrator Liability for Actions or Inactions
of
Custodian.
|
|
SECTION
8.16
|
Email
Communications.
|
|
ARTICLE
IX TERMINATION
|
|
|
SECTION
9.01
|
Termination
Upon Repurchase or Liquidation of the Mortgage Loans.
|
|
SECTION
9.02
|
Additional
Termination Requirements.
|
|
SECTION
9.03
|
Auction
of the Mortgage Loans and REO Properties.
|
|
ARTICLE
X REMIC PROVISIONS
|
|
|
SECTION
10.01
|
REMIC
Administration.
|
|
SECTION
10.02
|
Prohibited
Transactions and Activities.
|
|
SECTION
10.03
|
Servicer,
Trustee and Trust Administrator Indemnification.
|
|
ARTICLE
XI MISCELLANEOUS PROVISIONS
|
|
|
SECTION
11.01
|
Amendment.
|
|
SECTION
11.02
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
11.03
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
11.04
|
Governing
Law.
|
|
SECTION
11.05
|
Notices.
|
|
SECTION
11.06
|
Severability
of Provisions.
|
|
SECTION
11.07
|
Notice
to Rating Agencies.
|
|
SECTION
11.08
|
Article
and Section References.
|
|
SECTION
11.09
|
Grant
of Security Interest.
|
|
SECTION
11.10
|
Third
Party Rights.
|
|
SECTION
11.11
|
Intention
of the Parties and
Interpretation.
|
Exhibits
|
Exhibit
A-1
|
Form
of Class A-1 Certificate
|
|
Exhibit
A-2
|
Form
of Class A-2 Certificate
|
|
Exhibit
A-3
|
Form
of Class A-3A Certificate
|
|
Exhibit
A-4
|
Form
of Class A-3B Certificate
|
|
Exhibit
A-5
|
Form
of Class A-3C Certificate
|
|
Exhibit
A-6
|
Form
of Class M-1 Certificate
|
|
Exhibit
A-7
|
Form
of Class M-2 Certificate
|
|
Exhibit
A-8
|
Form
of Class M-3 Certificate
|
|
Exhibit
A-9
|
Form
of Class M-4 Certificate
|
|
Exhibit
A-10
|
Form
of Class M-5 Certificate
|
|
Exhibit
A-11
|
Form
of Class M-6 Certificate
|
|
Exhibit
A-12
|
Form
of Class M-7 Certificate
|
|
Exhibit
A-13
|
Form
of Class M-8 Certificate
|
|
Exhibit
A-14
|
Form
of Class M-9 Certificate
|
|
Exhibit
A-15
|
Form
of Class M-10 Certificate
|
|
Exhibit
A-16
|
Form
of Class CE Certificate
|
|
Exhibit
A-17
|
Form
of Class P Certificate
|
|
Exhibit
A-18
|
Form
of Class R Certificate
|
|
Exhibit
A-19
|
Form
of Class R-X 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-1
|
Form
of Certification to be provided by the Depositor with Form
10-K
|
|
Exhibit
H-2
|
Form
of Certification to be provided to the Depositor by the Trust
Administrator
|
|
Exhibit
H-3
|
Form
of Certification to be provided to the Depositor by the
Servicer
|
|
Exhibit
I
|
Form
of Interest Rate Swap Agreement
|
|
Schedule
1
|
Mortgage
Loan Schedule
|
|
Schedule
2
|
Prepayment
Charge Schedule
|
This
Pooling and Servicing Agreement, is dated and effective as of June 1, 2007,
among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, COUNTRYWIDE HOME LOANS
SERVICING LP, as Servicer, CITIBANK, N.A., as Trust Administrator, 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 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 any Servicer Prepayment Charge Payment Amounts, the Net WAC Rate
Carryover Reserve Account, the Swap Account, the Interest Rate Swap Agreement
and the Supplemental Interest Trust) subject to this Agreement as a REMIC for
federal income tax purposes, and such 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)
|
|
|
I
|
(2)
|
$
|
8,939,703.86
|
May
25, 2037
|
|
I-1-A
|
(2)
|
$
|
1,274,849.39
|
May
25, 2037
|
|
I-1-B
|
(2)
|
$
|
1,274,849.39
|
May
25, 2037
|
|
I-2-A
|
(2)
|
$
|
1,470,124.64
|
May
25, 2037
|
|
I-2-B
|
(2)
|
$
|
1,470,124.64
|
May
25, 2037
|
|
I-3-A
|
(2)
|
$
|
1,656,762.69
|
May
25, 2037
|
|
I-3-B
|
(2)
|
$
|
1,656,762.69
|
May
25, 2037
|
|
I-4-A
|
(2)
|
$
|
1,835,954.30
|
May
25, 2037
|
|
I-4-B
|
(2)
|
$
|
1,835,954.30
|
May
25, 2037
|
|
I-5-A
|
(2)
|
$
|
2,003,509.64
|
May
25, 2037
|
|
I-5-B
|
(2)
|
$
|
2,003,509.64
|
May
25, 2037
|
|
I-6-A
|
(2)
|
$
|
2,148,798.10
|
May
25, 2037
|
|
I-6-B
|
(2)
|
$
|
2,148,798.10
|
May
25, 2037
|
|
I-7-A
|
(2)
|
$
|
2,257,632.13
|
May
25, 2037
|
|
I-7-B
|
(2)
|
$
|
2,257,632.13
|
May
25, 2037
|
|
I-8-A
|
(2)
|
$
|
2,315,293.00
|
May
25, 2037
|
|
I-8-B
|
(2)
|
$
|
2,315,293.00
|
May
25, 2037
|
|
I-9-A
|
(2)
|
$
|
2,286,816.23
|
May
25, 2037
|
|
I-9-B
|
(2)
|
$
|
2,286,816.23
|
May
25, 2037
|
|
I-10-A
|
(2)
|
$
|
2,209,668.26
|
May
25, 2037
|
|
I-10-B
|
(2)
|
$
|
2,209,668.26
|
May
25, 2037
|
|
I-11-A
|
(2)
|
$
|
2,137,907.92
|
May
25, 2037
|
|
I-11-B
|
(2)
|
$
|
2,137,907.92
|
May
25, 2037
|
|
I-12-A
|
(2)
|
$
|
2,070,148.51
|
May
25, 2037
|
|
I-12-B
|
(2)
|
$
|
2,070,148.51
|
May
25, 2037
|
|
I-13-A
|
(2)
|
$
|
2,001,619.47
|
May
25, 2037
|
|
I-13-B
|
(2)
|
$
|
2,001,619.47
|
May
25, 2037
|
|
I-14-A
|
(2)
|
$
|
1,951,987.99
|
May
25, 2037
|
|
I-14-B
|
(2)
|
$
|
1,951,987.99
|
May
25, 2037
|
|
I-15-A
|
(2)
|
$
|
1,888,974.27
|
May
25, 2037
|
|
I-15-B
|
(2)
|
$
|
1,888,974.27
|
May
25, 2037
|
|
I-16-A
|
(2)
|
$
|
1,822,272.00
|
May
25, 2037
|
|
I-16-B
|
(2)
|
$
|
1,822,272.00
|
May
25, 2037
|
|
I-17-A
|
(2)
|
$
|
1,762,574.34
|
May
25, 2037
|
|
I-17-B
|
(2)
|
$
|
1,762,574.34
|
May
25, 2037
|
|
I-18-A
|
(2)
|
$
|
1,709,533.90
|
May
25, 2037
|
|
I-18-B
|
(2)
|
$
|
1,709,533.90
|
May
25, 2037
|
|
I-19-A
|
(2)
|
$
|
1,667,771.53
|
May
25, 2037
|
|
I-19-B
|
(2)
|
$
|
1,667,771.53
|
May
25, 2037
|
|
I-20-A
|
(2)
|
$
|
1,617,538.83
|
May
25, 2037
|
|
I-20-B
|
(2)
|
$
|
1,617,538.83
|
May
25, 2037
|
|
I-21-A
|
(2)
|
$
|
1,556,845.67
|
May
25, 2037
|
|
I-21-B
|
(2)
|
$
|
1,556,845.67
|
May
25, 2037
|
|
I-22-A
|
(2)
|
$
|
1,492,832.05
|
May
25, 2037
|
|
I-22-B
|
(2)
|
$
|
1,492,832.05
|
May
25, 2037
|
|
I-23-A
|
(2)
|
$
|
1,428,195.63
|
May
25, 2037
|
|
I-23-B
|
(2)
|
$
|
1,428,195.63
|
May
25, 2037
|
|
I-24-A
|
(2)
|
$
|
1,360,455.37
|
May
25, 2037
|
|
I-24-B
|
(2)
|
$
|
1,360,455.37
|
May
25, 2037
|
|
I-25-A
|
(2)
|
$
|
1,305,156.89
|
May
25, 2037
|
|
I-25-B
|
(2)
|
$
|
1,305,156.89
|
May
25, 2037
|
|
I-26-A
|
(2)
|
$
|
1,270,518.46
|
May
25, 2037
|
|
I-26-B
|
(2)
|
$
|
1,270,518.46
|
May
25, 2037
|
|
I-27-A
|
(2)
|
$
|
1,254,289.51
|
May
25, 2037
|
|
I-27-B
|
(2)
|
$
|
1,254,289.51
|
May
25, 2037
|
|
I-28-A
|
(2)
|
$
|
1,278,630.18
|
May
25, 2037
|
|
I-28-B
|
(2)
|
$
|
1,278,630.18
|
May
25, 2037
|
|
I-29-A
|
(2)
|
$
|
1,348,306.18
|
May
25, 2037
|
|
I-29-B
|
(2)
|
$
|
1,348,306.18
|
May
25, 2037
|
|
I-30-A
|
(2)
|
$
|
1,531,757.83
|
May
25, 2037
|
|
I-30-B
|
(2)
|
$
|
1,531,757.83
|
May
25, 2037
|
|
I-31-A
|
(2)
|
$
|
1,818,065.23
|
May
25, 2037
|
|
I-31-B
|
(2)
|
$
|
1,818,065.23
|
May
25, 2037
|
|
I-32-A
|
(2)
|
$
|
1,954,384.72
|
May
25, 2037
|
|
I-32-B
|
(2)
|
$
|
1,954,384.72
|
May
25, 2037
|
|
I-33-A
|
(2)
|
$
|
1,753,414.06
|
May
25, 2037
|
|
I-33-B
|
(2)
|
$
|
1,753,414.06
|
May
25, 2037
|
|
I-34-A
|
(2)
|
$
|
1,535,627.33
|
May
25, 2037
|
|
I-34-B
|
(2)
|
$
|
1,535,627.33
|
May
25, 2037
|
|
I-35-A
|
(2)
|
$
|
1,276,387.99
|
May
25, 2037
|
|
I-35-B
|
(2)
|
$
|
1,276,387.99
|
May
25, 2037
|
|
I-36-A
|
(2)
|
$
|
976,905.07
|
May
25, 2037
|
|
I-36-B
|
(2)
|
$
|
976,905.07
|
May
25, 2037
|
|
I-37-A
|
(2)
|
$
|
489,237.13
|
May
25, 2037
|
|
I-37-B
|
(2)
|
$
|
489,237.13
|
May
25, 2037
|
|
I-38-A
|
(2)
|
$
|
544,136.71
|
May
25, 2037
|
|
I-38-B
|
(2)
|
$
|
544,136.71
|
May
25, 2037
|
|
I-39-A
|
(2)
|
$
|
523,180.35
|
May
25, 2037
|
|
I-39-B
|
(2)
|
$
|
523,180.35
|
May
25, 2037
|
|
I-40-A
|
(2)
|
$
|
503,064.73
|
May
25, 2037
|
|
I-40-B
|
(2)
|
$
|
503,064.73
|
May
25, 2037
|
|
I-41-A
|
(2)
|
$
|
483,754.84
|
May
25, 2037
|
|
I-41-B
|
(2)
|
$
|
483,754.84
|
May
25, 2037
|
|
I-42-A
|
(2)
|
$
|
465,222.06
|
May
25, 2037
|
|
I-42-B
|
(2)
|
$
|
465,222.06
|
May
25, 2037
|
|
I-43-A
|
(2)
|
$
|
447,436.91
|
May
25, 2037
|
|
I-43-B
|
(2)
|
$
|
447,436.91
|
May
25, 2037
|
|
I-44-A
|
(2)
|
$
|
430,362.38
|
May
25, 2037
|
|
I-44-B
|
(2)
|
$
|
430,362.38
|
May
25, 2037
|
|
I-45-A
|
(2)
|
$
|
413,973.17
|
May
25, 2037
|
|
I-45-B
|
(2)
|
$
|
413,973.17
|
May
25, 2037
|
|
I-46-A
|
(2)
|
$
|
398,232.29
|
May
25, 2037
|
|
I-46-B
|
(2)
|
$
|
398,232.29
|
May
25, 2037
|
|
I-47-A
|
(2)
|
$
|
383,120.58
|
May
25, 2037
|
|
I-47-B
|
(2)
|
$
|
383,120.58
|
May
25, 2037
|
|
I-48-A
|
(2)
|
$
|
368,621.76
|
May
25, 2037
|
|
I-48-B
|
(2)
|
$
|
368,621.76
|
May
25, 2037
|
|
I-49-A
|
(2)
|
$
|
354,712.94
|
May
25, 2037
|
|
I-49-B
|
(2)
|
$
|
354,712.94
|
May
25, 2037
|
|
I-50-A
|
(2)
|
$
|
341,361.52
|
May
25, 2037
|
|
I-50-B
|
(2)
|
$
|
341,361.52
|
May
25, 2037
|
|
I-51-A
|
(2)
|
$
|
328,574.12
|
May
25, 2037
|
|
I-51-B
|
(2)
|
$
|
328,574.12
|
May
25, 2037
|
|
I-52-A
|
(2)
|
$
|
316,340.60
|
May
25, 2037
|
|
I-52-B
|
(2)
|
$
|
316,340.60
|
May
25, 2037
|
|
I-53-A
|
(2)
|
$
|
304,720.86
|
May
25, 2037
|
|
I-53-B
|
(2)
|
$
|
304,720.86
|
May
25, 2037
|
|
I-54-A
|
(2)
|
$
|
293,419.22
|
May
25, 2037
|
|
I-54-B
|
(2)
|
$
|
293,419.22
|
May
25, 2037
|
|
I-55-A
|
(2)
|
$
|
282,440.76
|
May
25, 2037
|
|
I-55-B
|
(2)
|
$
|
282,440.76
|
May
25, 2037
|
|
I-56-A
|
(2)
|
$
|
271,888.06
|
May
25, 2037
|
|
I-56-B
|
(2)
|
$
|
271,888.06
|
May
25, 2037
|
|
I-57-A
|
(2)
|
$
|
261,749.01
|
May
25, 2037
|
|
I-57-B
|
(2)
|
$
|
261,749.01
|
May
25, 2037
|
|
I-58-A
|
(2)
|
$
|
7,150,336.78
|
May
25, 2037
|
|
I-58-B
|
(2)
|
$
|
7,150,336.78
|
May
25, 2037
|
|
II
|
(2)
|
$
|
9,027,440.67
|
May
25, 2037
|
|
II-1-A
|
(2)
|
$
|
1,287,361.12
|
May
25, 2037
|
|
II-1-B
|
(2)
|
$
|
1,287,361.12
|
May
25, 2037
|
|
II-2-A
|
(2)
|
$
|
1,484,552.87
|
May
25, 2037
|
|
II-2-B
|
(2)
|
$
|
1,484,552.87
|
May
25, 2037
|
|
II-3-A
|
(2)
|
$
|
1,673,022.63
|
May
25, 2037
|
|
II-3-B
|
(2)
|
$
|
1,673,022.63
|
May
25, 2037
|
|
II-4-A
|
(2)
|
$
|
1,853,972.88
|
May
25, 2037
|
|
II-4-B
|
(2)
|
$
|
1,853,972.88
|
May
25, 2037
|
|
II-5-A
|
(2)
|
$
|
2,023,172.66
|
May
25, 2037
|
|
II-5-B
|
(2)
|
$
|
2,023,172.66
|
May
25, 2037
|
|
II-6-A
|
(2)
|
$
|
2,169,887.02
|
May
25, 2037
|
|
II-6-B
|
(2)
|
$
|
2,169,887.02
|
May
25, 2037
|
|
II-7-A
|
(2)
|
$
|
2,279,789.18
|
May
25, 2037
|
|
II-7-B
|
(2)
|
$
|
2,279,789.18
|
May
25, 2037
|
|
II-8-A
|
(2)
|
$
|
2,338,015.95
|
May
25, 2037
|
|
II-8-B
|
(2)
|
$
|
2,338,015.95
|
May
25, 2037
|
|
II-9-A
|
(2)
|
$
|
2,309,259.70
|
May
25, 2037
|
|
II-9-B
|
(2)
|
$
|
2,309,259.70
|
May
25, 2037
|
|
II-10-A
|
(2)
|
$
|
2,231,354.57
|
May
25, 2037
|
|
II-10-B
|
(2)
|
$
|
2,231,354.57
|
May
25, 2037
|
|
II-11-A
|
(2)
|
$
|
2,158,889.96
|
May
25, 2037
|
|
II-11-B
|
(2)
|
$
|
2,158,889.96
|
May
25, 2037
|
|
II-12-A
|
(2)
|
$
|
2,090,465.54
|
May
25, 2037
|
|
II-12-B
|
(2)
|
$
|
2,090,465.54
|
May
25, 2037
|
|
II-13-A
|
(2)
|
$
|
2,021,263.94
|
May
25, 2037
|
|
II-13-B
|
(2)
|
$
|
2,021,263.94
|
May
25, 2037
|
|
II-14-A
|
(2)
|
$
|
1,971,145.35
|
May
25, 2037
|
|
II-14-B
|
(2)
|
$
|
1,971,145.35
|
May
25, 2037
|
|
II-15-A
|
(2)
|
$
|
1,907,513.20
|
May
25, 2037
|
|
II-15-B
|
(2)
|
$
|
1,907,513.20
|
May
25, 2037
|
|
II-16-A
|
(2)
|
$
|
1,840,156.30
|
May
25, 2037
|
|
II-16-B
|
(2)
|
$
|
1,840,156.30
|
May
25, 2037
|
|
II-17-A
|
(2)
|
$
|
1,779,872.75
|
May
25, 2037
|
|
II-17-B
|
(2)
|
$
|
1,779,872.75
|
May
25, 2037
|
|
II-18-A
|
(2)
|
$
|
1,726,311.75
|
May
25, 2037
|
|
II-18-B
|
(2)
|
$
|
1,726,311.75
|
May
25, 2037
|
|
II-19-A
|
(2)
|
$
|
1,684,139.52
|
May
25, 2037
|
|
II-19-B
|
(2)
|
$
|
1,684,139.52
|
May
25, 2037
|
|
II-20-A
|
(2)
|
$
|
1,633,413.82
|
May
25, 2037
|
|
II-20-B
|
(2)
|
$
|
1,633,413.82
|
May
25, 2037
|
|
II-21-A
|
(2)
|
$
|
1,572,125.00
|
May
25, 2037
|
|
II-21-B
|
(2)
|
$
|
1,572,125.00
|
May
25, 2037
|
|
II-22-A
|
(2)
|
$
|
1,507,483.13
|
May
25, 2037
|
|
II-22-B
|
(2)
|
$
|
1,507,483.13
|
May
25, 2037
|
|
II-23-A
|
(2)
|
$
|
1,442,212.35
|
May
25, 2037
|
|
II-23-B
|
(2)
|
$
|
1,442,212.35
|
May
25, 2037
|
|
II-24-A
|
(2)
|
$
|
1,373,807.27
|
May
25, 2037
|
|
II-24-B
|
(2)
|
$
|
1,373,807.27
|
May
25, 2037
|
|
II-25-A
|
(2)
|
$
|
1,317,966.08
|
May
25, 2037
|
|
II-25-B
|
(2)
|
$
|
1,317,966.08
|
May
25, 2037
|
|
II-26-A
|
(2)
|
$
|
1,282,987.69
|
May
25, 2037
|
|
II-26-B
|
(2)
|
$
|
1,282,987.69
|
May
25, 2037
|
|
II-27-A
|
(2)
|
$
|
1,266,599.47
|
May
25, 2037
|
|
II-27-B
|
(2)
|
$
|
1,266,599.47
|
May
25, 2037
|
|
II-28-A
|
(2)
|
$
|
1,291,179.02
|
May
25, 2037
|
|
II-28-B
|
(2)
|
$
|
1,291,179.02
|
May
25, 2037
|
|
II-29-A
|
(2)
|
$
|
1,361,538.84
|
May
25, 2037
|
|
II-29-B
|
(2)
|
$
|
1,361,538.84
|
May
25, 2037
|
|
II-30-A
|
(2)
|
$
|
1,546,790.94
|
May
25, 2037
|
|
II-30-B
|
(2)
|
$
|
1,546,790.94
|
May
25, 2037
|
|
II-31-A
|
(2)
|
$
|
1,835,908.24
|
May
25, 2037
|
|
II-31-B
|
(2)
|
$
|
1,835,908.24
|
May
25, 2037
|
|
II-32-A
|
(2)
|
$
|
1,973,565.61
|
May
25, 2037
|
|
II-32-B
|
(2)
|
$
|
1,973,565.61
|
May
25, 2037
|
|
II-33-A
|
(2)
|
$
|
1,770,622.57
|
May
25, 2037
|
|
II-33-B
|
(2)
|
$
|
1,770,622.57
|
May
25, 2037
|
|
II-34-A
|
(2)
|
$
|
1,550,698.42
|
May
25, 2037
|
|
II-34-B
|
(2)
|
$
|
1,550,698.42
|
May
25, 2037
|
|
II-35-A
|
(2)
|
$
|
1,288,914.83
|
May
25, 2037
|
|
II-35-B
|
(2)
|
$
|
1,288,914.83
|
May
25, 2037
|
|
II-36-A
|
(2)
|
$
|
986,492.69
|
May
25, 2037
|
|
II-36-B
|
(2)
|
$
|
986,492.69
|
May
25, 2037
|
|
II-37-A
|
(2)
|
$
|
494,038.65
|
May
25, 2037
|
|
II-37-B
|
(2)
|
$
|
494,038.65
|
May
25, 2037
|
|
II-38-A
|
(2)
|
$
|
549,477.03
|
May
25, 2037
|
|
II-38-B
|
(2)
|
$
|
549,477.03
|
May
25, 2037
|
|
II-39-A
|
(2)
|
$
|
528,314.99
|
May
25, 2037
|
|
II-39-B
|
(2)
|
$
|
528,314.99
|
May
25, 2037
|
|
II-40-A
|
(2)
|
$
|
508,001.95
|
May
25, 2037
|
|
II-40-B
|
(2)
|
$
|
508,001.95
|
May
25, 2037
|
|
II-41-A
|
(2)
|
$
|
488,502.55
|
May
25, 2037
|
|
II-41-B
|
(2)
|
$
|
488,502.55
|
May
25, 2037
|
|
II-42-A
|
(2)
|
$
|
469,787.89
|
May
25, 2037
|
|
II-42-B
|
(2)
|
$
|
469,787.89
|
May
25, 2037
|
|
II-43-A
|
(2)
|
$
|
451,828.18
|
May
25, 2037
|
|
II-43-B
|
(2)
|
$
|
451,828.18
|
May
25, 2037
|
|
II-44-A
|
(2)
|
$
|
434,586.08
|
May
25, 2037
|
|
II-44-B
|
(2)
|
$
|
434,586.08
|
May
25, 2037
|
|
II-45-A
|
(2)
|
$
|
418,036.02
|
May
25, 2037
|
|
II-45-B
|
(2)
|
$
|
418,036.02
|
May
25, 2037
|
|
II-46-A
|
(2)
|
$
|
402,140.65
|
May
25, 2037
|
|
II-46-B
|
(2)
|
$
|
402,140.65
|
May
25, 2037
|
|
II-47-A
|
(2)
|
$
|
386,880.64
|
May
25, 2037
|
|
II-47-B
|
(2)
|
$
|
386,880.64
|
May
25, 2037
|
|
II-48-A
|
(2)
|
$
|
372,239.52
|
May
25, 2037
|
|
II-48-B
|
(2)
|
$
|
372,239.52
|
May
25, 2037
|
|
II-49-A
|
(2)
|
$
|
358,194.19
|
May
25, 2037
|
|
II-49-B
|
(2)
|
$
|
358,194.19
|
May
25, 2037
|
|
II-50-A
|
(2)
|
$
|
344,711.74
|
May
25, 2037
|
|
II-50-B
|
(2)
|
$
|
344,711.74
|
May
25, 2037
|
|
II-51-A
|
(2)
|
$
|
331,798.84
|
May
25, 2037
|
|
II-51-B
|
(2)
|
$
|
331,798.84
|
May
25, 2037
|
|
II-52-A
|
(2)
|
$
|
319,445.26
|
May
25, 2037
|
|
II-52-B
|
(2)
|
$
|
319,445.26
|
May
25, 2037
|
|
II-53-A
|
(2)
|
$
|
307,711.47
|
May
25, 2037
|
|
II-53-B
|
(2)
|
$
|
307,711.47
|
May
25, 2037
|
|
II-54-A
|
(2)
|
$
|
296,298.92
|
May
25, 2037
|
|
II-54-B
|
(2)
|
$
|
296,298.92
|
May
25, 2037
|
|
II-55-A
|
(2)
|
$
|
285,212.71
|
May
25, 2037
|
|
II-55-B
|
(2)
|
$
|
285,212.71
|
May
25, 2037
|
|
II-56-A
|
(2)
|
$
|
274,556.44
|
May
25, 2037
|
|
II-56-B
|
(2)
|
$
|
274,556.44
|
May
25, 2037
|
|
II-57-A
|
(2)
|
$
|
264,317.89
|
May
25, 2037
|
|
II-57-B
|
(2)
|
$
|
264,317.89
|
May
25, 2037
|
|
II-58-A
|
(2)
|
$
|
7,220,512.23
|
May
25, 2037
|
|
II-58-B
|
(2)
|
$
|
7,220,512.23
|
May
25, 2037
|
|
III
|
(2)
|
$
|
32,792,933.47
|
May
25, 2037
|
|
III-1-A
|
(2)
|
$
|
4,676,446.99
|
May
25, 2037
|
|
III-1-B
|
(2)
|
$
|
4,676,446.99
|
May
25, 2037
|
|
III-2-A
|
(2)
|
$
|
5,392,762.49
|
May
25, 2037
|
|
III-2-B
|
(2)
|
$
|
5,392,762.49
|
May
25, 2037
|
|
III-3-A
|
(2)
|
$
|
6,077,394.68
|
May
25, 2037
|
|
III-3-B
|
(2)
|
$
|
6,077,394.68
|
May
25, 2037
|
|
III-4-A
|
(2)
|
$
|
6,734,711.58
|
May
25, 2037
|
|
III-4-B
|
(2)
|
$
|
6,734,711.58
|
May
25, 2037
|
|
III-5-A
|
(2)
|
$
|
7,349,343.95
|
May
25, 2037
|
|
III-5-B
|
(2)
|
$
|
7,349,343.95
|
May
25, 2037
|
|
III-6-A
|
(2)
|
$
|
7,882,296.13
|
May
25, 2037
|
|
III-6-B
|
(2)
|
$
|
7,882,296.13
|
May
25, 2037
|
|
III-7-A
|
(2)
|
$
|
8,281,524.93
|
May
25, 2037
|
|
III-7-B
|
(2)
|
$
|
8,281,524.93
|
May
25, 2037
|
|
III-8-A
|
(2)
|
$
|
8,493,038.54
|
May
25, 2037
|
|
III-8-B
|
(2)
|
$
|
8,493,038.54
|
May
25, 2037
|
|
III-9-A
|
(2)
|
$
|
8,388,579.06
|
May
25, 2037
|
|
III-9-B
|
(2)
|
$
|
8,388,579.06
|
May
25, 2037
|
|
III-10-A
|
(2)
|
$
|
8,105,582.17
|
May
25, 2037
|
|
III-10-B
|
(2)
|
$
|
8,105,582.17
|
May
25, 2037
|
|
III-11-A
|
(2)
|
$
|
7,842,348.38
|
May
25, 2037
|
|
III-11-B
|
(2)
|
$
|
7,842,348.38
|
May
25, 2037
|
|
III-12-A
|
(2)
|
$
|
7,593,790.95
|
May
25, 2037
|
|
III-12-B
|
(2)
|
$
|
7,593,790.95
|
May
25, 2037
|
|
III-13-A
|
(2)
|
$
|
7,342,410.35
|
May
25, 2037
|
|
III-13-B
|
(2)
|
$
|
7,342,410.35
|
May
25, 2037
|
|
III-14-A
|
(2)
|
$
|
7,160,350.41
|
May
25, 2037
|
|
III-14-B
|
(2)
|
$
|
7,160,350.41
|
May
25, 2037
|
|
III-15-A
|
(2)
|
$
|
6,929,201.28
|
May
25, 2037
|
|
III-15-B
|
(2)
|
$
|
6,929,201.28
|
May
25, 2037
|
|
III-16-A
|
(2)
|
$
|
6,684,521.70
|
May
25, 2037
|
|
III-16-B
|
(2)
|
$
|
6,684,521.70
|
May
25, 2037
|
|
III-17-A
|
(2)
|
$
|
6,465,536.66
|
May
25, 2037
|
|
III-17-B
|
(2)
|
$
|
6,465,536.66
|
May
25, 2037
|
|
III-18-A
|
(2)
|
$
|
6,270,971.86
|
May
25, 2037
|
|
III-18-B
|
(2)
|
$
|
6,270,971.86
|
May
25, 2037
|
|
III-19-A
|
(2)
|
$
|
6,117,777.70
|
May
25, 2037
|
|
III-19-B
|
(2)
|
$
|
6,117,777.70
|
May
25, 2037
|
|
III-20-A
|
(2)
|
$
|
5,933,512.35
|
May
25, 2037
|
|
III-20-B
|
(2)
|
$
|
5,933,512.35
|
May
25, 2037
|
|
III-21-A
|
(2)
|
$
|
5,710,875.58
|
May
25, 2037
|
|
III-21-B
|
(2)
|
$
|
5,710,875.58
|
May
25, 2037
|
|
III-22-A
|
(2)
|
$
|
5,476,058.58
|
May
25, 2037
|
|
III-22-B
|
(2)
|
$
|
5,476,058.58
|
May
25, 2037
|
|
III-23-A
|
(2)
|
$
|
5,238,957.02
|
May
25, 2037
|
|
III-23-B
|
(2)
|
$
|
5,238,957.02
|
May
25, 2037
|
|
III-24-A
|
(2)
|
$
|
4,990,469.85
|
May
25, 2037
|
|
III-24-B
|
(2)
|
$
|
4,990,469.85
|
May
25, 2037
|
|
III-25-A
|
(2)
|
$
|
4,787,622.03
|
May
25, 2037
|
|
III-25-B
|
(2)
|
$
|
4,787,622.03
|
May
25, 2037
|
|
III-26-A
|
(2)
|
$
|
4,660,560.11
|
May
25, 2037
|
|
III-26-B
|
(2)
|
$
|
4,660,560.11
|
May
25, 2037
|
|
III-27-A
|
(2)
|
$
|
4,601,028.52
|
May
25, 2037
|
|
III-27-B
|
(2)
|
$
|
4,601,028.52
|
May
25, 2037
|
|
III-28-A
|
(2)
|
$
|
4,690,315.81
|
May
25, 2037
|
|
III-28-B
|
(2)
|
$
|
4,690,315.81
|
May
25, 2037
|
|
III-29-A
|
(2)
|
$
|
4,945,903.74
|
May
25, 2037
|
|
III-29-B
|
(2)
|
$
|
4,945,903.74
|
May
25, 2037
|
|
III-30-A
|
(2)
|
$
|
5,618,847.48
|
May
25, 2037
|
|
III-30-B
|
(2)
|
$
|
5,618,847.48
|
May
25, 2037
|
|
III-31-A
|
(2)
|
$
|
6,669,090.28
|
May
25, 2037
|
|
III-31-B
|
(2)
|
$
|
6,669,090.28
|
May
25, 2037
|
|
III-32-A
|
(2)
|
$
|
7,169,142.18
|
May
25, 2037
|
|
III-32-B
|
(2)
|
$
|
7,169,142.18
|
May
25, 2037
|
|
III-33-A
|
(2)
|
$
|
6,431,934.62
|
May
25, 2037
|
|
III-33-B
|
(2)
|
$
|
6,431,934.62
|
May
25, 2037
|
|
III-34-A
|
(2)
|
$
|
5,633,041.74
|
May
25, 2037
|
|
III-34-B
|
(2)
|
$
|
5,633,041.74
|
May
25, 2037
|
|
III-35-A
|
(2)
|
$
|
4,682,090.94
|
May
25, 2037
|
|
III-35-B
|
(2)
|
$
|
4,682,090.94
|
May
25, 2037
|
|
III-36-A
|
(2)
|
$
|
3,583,517.24
|
May
25, 2037
|
|
III-36-B
|
(2)
|
$
|
3,583,517.24
|
May
25, 2037
|
|
III-37-A
|
(2)
|
$
|
1,794,636.72
|
May
25, 2037
|
|
III-37-B
|
(2)
|
$
|
1,794,636.72
|
May
25, 2037
|
|
III-38-A
|
(2)
|
$
|
1,996,021.26
|
May
25, 2037
|
|
III-38-B
|
(2)
|
$
|
1,996,021.26
|
May
25, 2037
|
|
III-39-A
|
(2)
|
$
|
1,919,148.41
|
May
25, 2037
|
|
III-39-B
|
(2)
|
$
|
1,919,148.41
|
May
25, 2037
|
|
III-40-A
|
(2)
|
$
|
1,845,359.58
|
May
25, 2037
|
|
III-40-B
|
(2)
|
$
|
1,845,359.58
|
May
25, 2037
|
|
III-41-A
|
(2)
|
$
|
1,774,526.37
|
May
25, 2037
|
|
III-41-B
|
(2)
|
$
|
1,774,526.37
|
May
25, 2037
|
|
III-42-A
|
(2)
|
$
|
1,706,543.80
|
May
25, 2037
|
|
III-42-B
|
(2)
|
$
|
1,706,543.80
|
May
25, 2037
|
|
III-43-A
|
(2)
|
$
|
1,641,303.66
|
May
25, 2037
|
|
III-43-B
|
(2)
|
$
|
1,641,303.66
|
May
25, 2037
|
|
III-44-A
|
(2)
|
$
|
1,578,670.29
|
May
25, 2037
|
|
III-44-B
|
(2)
|
$
|
1,578,670.29
|
May
25, 2037
|
|
III-45-A
|
(2)
|
$
|
1,518,550.81
|
May
25, 2037
|
|
III-45-B
|
(2)
|
$
|
1,518,550.81
|
May
25, 2037
|
|
III-46-A
|
(2)
|
$
|
1,460,809.56
|
May
25, 2037
|
|
III-46-B
|
(2)
|
$
|
1,460,809.56
|
May
25, 2037
|
|
III-47-A
|
(2)
|
$
|
1,405,376.28
|
May
25, 2037
|
|
III-47-B
|
(2)
|
$
|
1,405,376.28
|
May
25, 2037
|
|
III-48-A
|
(2)
|
$
|
1,352,191.21
|
May
25, 2037
|
|
III-48-B
|
(2)
|
$
|
1,352,191.21
|
May
25, 2037
|
|
III-49-A
|
(2)
|
$
|
1,301,170.37
|
May
25, 2037
|
|
III-49-B
|
(2)
|
$
|
1,301,170.37
|
May
25, 2037
|
|
III-50-A
|
(2)
|
$
|
1,252,194.24
|
May
25, 2037
|
|
III-50-B
|
(2)
|
$
|
1,252,194.24
|
May
25, 2037
|
|
III-51-A
|
(2)
|
$
|
1,205,287.04
|
May
25, 2037
|
|
III-51-B
|
(2)
|
$
|
1,205,287.04
|
May
25, 2037
|
|
III-52-A
|
(2)
|
$
|
1,160,411.64
|
May
25, 2037
|
|
III-52-B
|
(2)
|
$
|
1,160,411.64
|
May
25, 2037
|
|
III-53-A
|
(2)
|
$
|
1,117,787.67
|
May
25, 2037
|
|
III-53-B
|
(2)
|
$
|
1,117,787.67
|
May
25, 2037
|
|
III-54-A
|
(2)
|
$
|
1,076,330.61
|
May
25, 2037
|
|
III-54-B
|
(2)
|
$
|
1,076,330.61
|
May
25, 2037
|
|
III-55-A
|
(2)
|
$
|
1,036,059.03
|
May
25, 2037
|
|
III-55-B
|
(2)
|
$
|
1,036,059.03
|
May
25, 2037
|
|
III-56-A
|
(2)
|
$
|
997,349.25
|
May
25, 2037
|
|
III-56-B
|
(2)
|
$
|
997,349.25
|
May
25, 2037
|
|
III-57-A
|
(2)
|
$
|
960,156.85
|
May
25, 2037
|
|
III-57-B
|
(2)
|
$
|
960,156.85
|
May
25, 2037
|
|
III-58-A
|
(2)
|
$
|
26,229,114.74
|
May
25, 2037
|
|
III-58-B
|
(2)
|
$
|
26,229,114.74
|
May
25, 2037
|
REMIC
II
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC I Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC II.” The Class R-II Interest will evidence the sole class of
“residual interests” in REMIC II for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the REMIC II 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 II Regular Interests
(as defined herein). None of the REMIC II Regular Interests will be
certificated.
|
Designation
|
REMIC
II
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
LTAA
|
(2)
|
$
|
451,042,049.22
|
May
25, 2037
|
|
LTA1
|
(2)
|
$
|
609,955.00
|
May
25, 2037
|
|
LTA2
|
(2)
|
$
|
615,940.00
|
May
25, 2037
|
|
LTA3A
|
(2)
|
$ |
1,344,645.00
|
May
25, 2037
|
|
LTA3B
|
(2)
|
$ |
738,930.00
|
May
25, 2037
|
|
LTA3C
|
(2)
|
$ |
153,885.00
|
May
25, 2037
|
|
LTM1
|
(2)
|
$ |
223,220.00
|
May
25, 2037
|
|
LTM2
|
(2)
|
$ |
197,905.00
|
May
25, 2037
|
|
LTM3
|
(2)
|
$ |
62,135.00
|
May
25, 2037
|
|
LTM4
|
(2)
|
$ |
71,340.00
|
May
25, 2037
|
|
LTM5
|
(2)
|
$ |
66,735.00
|
May
25, 2037
|
|
LTM6
|
(2)
|
$ |
48,325.00
|
May
25, 2037
|
|
LTM7
|
(2)
|
$ |
64,435.00
|
May
25, 2037
|
|
LTM8
|
(2)
|
$ |
43,725.00
|
May
25, 2037
|
|
LTM9
|
(2)
|
$ |
69,035.00
|
May
25, 2037
|
|
LTM10
|
(2)
|
$ |
78,245.00
|
May
25, 2037
|
|
LTZZ
|
(2)
|
$ |
4,816,484.78
|
May
25, 2037
|
|
LTIO
|
(2)
|
(3)
|
May
25, 2037
|
|
|
LTP
|
(2)(4)
|
$ |
100.00
|
May
25, 2037
|
|
LT1SUB
|
(2)
|
$ |
4,012.35
|
May
25, 2037
|
|
LT1GRP
|
(2)
|
$ |
16,211.45
|
May
25, 2037
|
|
LT2SUB
|
(2)
|
$ |
4,051.75
|
May
25, 2037
|
|
LT2GRP
|
(2)
|
$ |
16,370.55
|
May
25, 2037
|
|
LT3SUB
|
(2)
|
$ |
14,718.20
|
May
25, 2037
|
|
LT3GRP
|
(2)
|
$ |
59,467.40
|
May
25, 2037
|
|
LTXX
|
(2)
|
$ |
460,132,157.28
|
May
25, 2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the
definition of “REMIC II Remittance Rate”
herein.
|
|
(3)
|
REMIC
II Regular Interest LTIO will not have an Uncertificated Balance,
but will
accrue interest on its Uncertificated Notional
Amount.
|
(4) REMIC
II Regular Interest LTP will also be entitled to 100% of the Prepayment
Charges.
REMIC
III
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC III.” The Class R-III Interest will evidence the sole class of
“residual interests” in REMIC III for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated
Classes of Certificates, the Class CE Interest, the Class IO Interest and the
Class P Interest, which are uncertificated.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
Class
A-1
|
Variable(2)
|
121,991,000.00
|
May
25, 2037
|
|
Class
A-2
|
Variable(2)
|
123,188,000.00
|
May
25, 2037
|
|
Class
A-3A
|
Variable(2)
|
268,929,000.00
|
May
25, 2037
|
|
Class
A-3B
|
Variable(2)
|
147,786,000.00
|
May
25, 2037
|
|
Class
A-3C
|
Variable(2)
|
30,777,000.00
|
May
25, 2037
|
|
Class
M-1
|
Variable(2)
|
44,644,000.00
|
May
25, 2037
|
|
Class
M-2
|
Variable(2)
|
39,581,000.00
|
May
25, 2037
|
|
Class
M-3
|
Variable(2)
|
12,427,000.00
|
May
25, 2037
|
|
Class
M-4
|
Variable(2)
|
14,268,000.00
|
May
25, 2037
|
|
Class
M-5
|
Variable(2)
|
13,347,000.00
|
May
25, 2037
|
|
Class
M-6
|
Variable(2)
|
9,665,000.00
|
May
25, 2037
|
|
Class
M-7
|
Variable(2)
|
12,887,000.00
|
May
25, 2037
|
|
Class
M-8
|
Variable(2)
|
8,745,000.00
|
May
25, 2037
|
|
Class
M-9
|
Variable(2)
|
13,807,000.00
|
May
25, 2037
|
|
Class
M-10
|
Variable(2)
|
15,649,000.00
|
May
25, 2037
|
|
Class
CE Interest
|
Variable(3)
|
42,802,978.00
|
May
25, 2037
|
|
Class
P Interest
|
N/A(4)
|
100.00
|
May
25, 2037
|
|
Class
IO Interest
|
(5)
|
(5)
|
May
25, 2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the definition of “Pass-Through Rate”
herein.
|
|
(3)
|
The
Class CE Interest will accrue interest at their variable Pass-Through
Rate
on the Notional Amount of the Class CE Interest outstanding from
time to
time. The Class CE Interest will not accrue interest on their
Certificate Principal Balance.
|
|
(4)
|
The
Class P Interest will not
accrue interest, but will be entitled to 100% of the
Prepayment Charges.
|
|
(5)
|
The
Class IO Interest will not have a Pass-Through Rate or a Certificate
Principal Balance, but will be entitled to 100% of the amounts distributed
on REMIC II Regular Interest LTIO.
|
REMIC
IV
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Class CE Interest as a REMIC for federal income
tax
purposes, and such pool of assets will be designated as “REMIC
IV.” The Class R-IV Interest will evidence the sole class of
“residual interests” in REMIC IV for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Class
of Certificates.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
Class
CE Certificates
|
Variable(2)
|
$
|
42,802,978.00
|
May
25, 2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class CE Certificates will receive 100% of amounts received in respect
of
the Class CE Interest.
|
REMIC
V
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal income
tax
purposes, and such pool of assets will be designated as “REMIC
V.” The Class R-V Interest will evidence the sole class of “residual
interests” in REMIC V for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, the
Pass-Through Rate, the initial aggregate Certificate Principal Balance and,
for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for the indicated Classes of
Certificates.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
|
Class
P Certificates
|
Variable(2)
|
$
|
100.00
|
May
25, 2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class P Certificates will receive 100% of amounts received in respect
of
the Class P Interest.
|
REMIC
VI
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Class IO Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC
VI.” The Class R-VI Interest will evidence the sole class of
“residual interests” in REMIC VI for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated REMIC
VI Regular Interest, which will be uncertificated.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
SWAP
IO
|
Variable(2)
|
N/A
|
May
25, 2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
REMIC
VI Regular Interest SWAP IO will receive 100% of amounts received
in
respect of the Class IO Interest.
|
As
of the
Cut-off Date, the Group I Mortgage Loans had an aggregate Stated Principal
Balance equal to $162,114,496.18, the Group II Mortgage Loans had an aggregate
Stated Principal Balance equal to $163,705,534.24 and the Group III Mortgage
Loans had an aggregate Stated Principal Balance equal to
$594,674,048.21.
In
consideration of the mutual agreements herein contained, the Depositor, the
Servicer, the Trust Administrator 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.
“Acceptable
Bid Amount”: Either (i) a bid equal to or greater than the Minimum
Auction Amount or (ii) the highest bid submitted by a Qualified Bidder in an
auction if the Directing Holder agrees to pay the related Auction Supplement
Amount.
“Adjustable-Rate
Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage
Loan Schedule as having a Mortgage Rate that is subject to
adjustment.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of such Mortgage Loan changes pursuant to
the
related Mortgage Note. The first Adjustment Date following the
Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth in the
Mortgage Loan Schedule.
“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled
by or under common control with such specified Person. For the purposes of
this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates, (x) the sum of (i) any Realized Losses allocated to
such
Class of Certificates on such Distribution Date and (ii) the amount of any
Allocated Realized Loss Amount for such Class of Certificates remaining unpaid
from the previous Distribution Date minus (y) the amount of the increase in
the
Certificate Principal Balance of such Class due to the receipt of Subsequent
Recoveries as provided in Section 4.01.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form (excepting therefrom, if applicable, recording information
which
has not been returned by the applicable recording office), 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 of (a) the aggregate of the Monthly Payments due
during the Due Period relating to such Distribution Date and received by the
Servicer (or by a Sub-Servicer on its behalf) on or prior to the related
Determination Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans,
Subsequent Recoveries and other unscheduled payments of principal and interest
in respect of the Mortgage Loans or REO Properties received by the Servicer
during the related Prepayment Period (exclusive of any Prepayment Interest
Excess), (c) the aggregate of any amounts on deposit in the Distribution Account
representing Compensating Interest Payments paid by the Servicer in respect
of
Prepayment Interest Shortfalls relating to Principal Prepayments that occurred
during the related Prepayment Period, (d) the aggregate of any P&I Advances
made by the Servicer for such Distribution Date and (e) Prepayment Charges
received and Servicer Prepayment Charge Payment Amounts paid in respect of
Mortgage Loans with respect to which a Principal Prepayment occurred during
the
related Prepayment Period and any amounts received from the Sponsor as
contemplated in Section 2.03(b) in respect of any Principal Prepayment that
occurred during or prior to the related Prepayment Period over (ii) the sum
of
(a) amounts payable or reimbursable to the Servicer, the Trustee, the Trust
Administrator, Custodian or the Swap Provider (other than any Swap Termination
Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event)
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 and (c) without duplication, any amounts in
respect of the items set forth in clauses (i)(a) and (i)(b) permitted hereunder
to be retained by the Servicer or to be withdrawn by the Servicer from the
Collection Account pursuant to Section 3.18.
“Balloon
Mortgage Loan”: A fixed-rate Mortgage Loan that provides for the
payment of the unamortized Stated Principal Balance of such Mortgage Loan in
a
single payment at the maturity of such fixed-rate Mortgage Loan that is
substantially greater than the preceding monthly payment.
“Balloon
Payment”: A payment of the unamortized Stated Principal Balance of a
fixed-rate Mortgage Loan in a single payment at the maturity of such fixed-rate
Mortgage Loan that is substantially greater than the preceding Monthly
Payment.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy
Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its
nominee. Initially, the Book-Entry Certificates will be the Floating
Rate Certificates, the Class CE Certificates and the Class P
Certificates.
“Book-Entry
Custodian”: The custodian appointed pursuant to Section 5.01.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of New York, the State of Texas,
the
State of California, or in the city in which the Corporate Trust Office of
the
Trustee or the Corporate Trust Office of the Trust Administrator is located,
are
authorized or obligated by law or executive order to be closed.
“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 2007-AHL3, Asset-Backed
Pass-Through Certificates, Series 2007-AHL3, issued under this
Agreement.
“Certificate
Factor”: With respect to any Class of Certificates as of any Distribution Date,
a fraction, expressed as a decimal carried to six places, the numerator of
which
is the aggregate Certificate Principal Balance (or the Notional Amount, in
the
case of the Class CE Certificates) of such Class of Certificates on such
Distribution Date (after giving effect to any distributions of principal and
allocations of Realized Losses and Extraordinary Trust Fund Expenses in
reduction of the Certificate Principal Balance (or the Notional Amount, in
the
case of the Class CE Certificates) of such Class of Certificates to be made
on
such Distribution Date), and the denominator of which is the initial aggregate
Certificate Principal Balance (or the Notional Amount, in the case of the Class
CE Certificates) of such Class of Certificates as of the Closing
Date.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or a Non-United
States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor or the
Servicer or any Affiliate thereof shall be deemed not to be outstanding and
the
Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to
effect any such consent has been obtained, except as otherwise provided in
Section 11.01. The Trustee and the Trust Administrator may conclusively rely
upon a certificate of the Depositor or the Servicer in determining whether
a
Certificate is held by an Affiliate thereof. All references herein to “Holders”
or “Certificateholders” shall reflect the rights of Certificate Owners as they
may indirectly exercise such rights through the Depository and participating
members thereof, except as otherwise specified herein; provided, however, that
the Trustee and the Trust Administrator shall be required to recognize as a
“Holder” or “Certificateholder” only the Person in whose name a Certificate is
registered in the Certificate Register.
“Certificate
Margin”: With respect to the Floating Rate Certificates and for purposes of the
Marker Rate and the Maximum LTZZ Uncertificated Interest Deferral Amount, the
specified REMIC II Regular Interest as follows:
|
Class
|
REMIC
II Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
A-1
|
LTA1
|
0.170%
|
0.340%
|
|
A-2
|
LTA2
|
0.170%
|
0.340%
|
|
A-3A
|
LTA3A
|
0.060%
|
0.120%
|
|
X-0X
|
XXX0X
|
0.170%
|
0.340%
|
|
A-3C
|
LTA3C
|
0.260%
|
0.520%
|
|
M-1
|
LTM1
|
0.260%
|
0.390%
|
|
M-2
|
LTM1
|
0.270%
|
0.405%
|
|
M-3
|
LTM3
|
0.290%
|
0.435%
|
|
M-4
|
LTM4
|
0.370%
|
0.555%
|
|
M-5
|
LTM5
|
0.430%
|
0.645%
|
|
M-6
|
LTM6
|
0.680%
|
1.020%
|
|
M-7
|
LTM7
|
1.200%
|
1.800%
|
|
M-8
|
LTM8
|
1.750%
|
2.625%
|
|
M-9
|
LTM9
|
2.500%
|
3.750%
|
|
M-10
|
LTM10
|
2.500%
|
3.750%
|
__________
(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.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of the Depository
or on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as
agent.
“Certificate
Principal Balance”: With respect to each Class A Certificate, Mezzanine
Certificate or Class P Certificate as of any date of determination, the
Certificate Principal Balance of such Certificate on the Distribution Date
immediately prior to such date of determination plus any Subsequent Recoveries
added to the Certificate Principal Balance of such Certificate pursuant to
Section 4.01, minus all distributions allocable to principal made thereon and,
in the case of the Mezzanine Certificates, Realized Losses allocated thereto
on
such immediately prior Distribution Date (or, in the case of any date of
determination up to and including the first Distribution Date, the initial
Certificate Principal Balance of such Certificate, as stated on the face
thereof). With respect to the Class CE Certificates as of any date of
determination, an amount equal to the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Uncertificated
Balance of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A Certificates, the Mezzanine
Certificates and the Class P Certificates then outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained pursuant to
Section 5.02. Citibank, N.A. will act as Certificate Registrar, for
so long as it is Trust Administrator under this Agreement.
“Citibank”:
Citibank, N.A.
“Class”:
Collectively, all of the Certificates bearing the same class
designation.
“Class
A-1 Certificates”: Any one of the Class A-1 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-1 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
A-2 Certificates”: Any one of the Class A-2 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-2 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
A-3A Certificates”: Any one of the Class A-3A Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-3 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
A-3B Certificates”: Any one of the Class A-3B Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-4 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
A-3C Certificates”: Any one of the Class A-3C Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-5 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
A
Certificates”: Collectively, the Class A-1 Certificates, the Class A-2
Certificates, the Class A-3A Certificates, the Class A-3B Certificates and
the
Class A-3C Certificates.
“Class
CE
Certificate”: Any one of the Class CE Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-16 and evidencing (1) a Regular Interest in REMIC IV and (2)
beneficial ownership of the Net WAC Rate Carryover Reserve Account and the
Supplemental Interest Trust.
“Class
CE
Interest”: An uncertificated interest in the Trust Fund held by the
Trust Administrator on behalf of the Holders of the Class CE Certificates,
evidencing a Regular Interest in REMIC III for purposes of the REMIC
Provisions.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-6 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-1 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date) and (ii) the Certificate Principal Balance of the Class
M-1 Certificates immediately prior to such Distribution Date over (y) the lesser
of (A) the product of (i) 60.20% 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
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 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-7 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-2 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date) and (iii) the Certificate Principal Balance of the Class
M-2
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 68.80% 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
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 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-3 Certificate”: Any one of the Class M-3 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-8 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-3 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date) and (iv) the Certificate Principal Balance of the Class
M-3
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 71.50% 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
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 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-9 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-4 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date) and (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 74.60% 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
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 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-10 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-5 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date) and (vi) the Certificate Principal Balance of the Class
M-5
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 77.50% 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
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 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-11 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-6 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distributions of the Senior Principal Distribution Amount
on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date) and (vii) the Certificate Principal Balance of the Class
M-6
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 79.60% 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
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 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-12 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-7 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date) and (viii) the Certificate Principal Balance of the Class
M-7
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 82.40% 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
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 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-8 Certificate”: Any one of the Class M-8 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-13 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-8 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on
such
Distribution Date) and (viii) the Certificate Principal Balance of the Class
M-8
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 84.30% 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
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 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-14 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-9 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on
such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on
such
Distribution Date) and (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 87.30% 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
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 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-10 Certificate”: Any one of the Class M-10 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-15 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
M-10 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on
such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on
such
Distribution Date), (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-9 Principal Distribution Amount on
such
Distribution Date) and (xi) the Certificate Principal Balance of the Class
M-10
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 90.70% 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
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 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-17 and evidencing a Regular Interest in REMIC V for purposes of
the
REMIC Provisions.
“Class
P
Interest”: An uncertificated interest in the Trust Fund held by the
Trust Administrator on behalf of the Holders of the Class P Certificates,
evidencing a Regular Interest in REMIC III for purposes of the REMIC
Provisions.
“Class
R
Certificate”: Any one of the Class R Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-18 and evidencing the ownership of the Class R-I Interest, the
Class R-II Interest and the Class R-III Interest.
“Class
R-X Certificate”: Any one of the Class R-X Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-19 and evidencing the ownership of the Class R-IV Interest,
the Class R-V Interest and the Class R-VI Interest.
“Class
R-I Interest”: The uncertificated Residual Interest in REMIC I.
“Class
R-II Interest”: The uncertificated Residual Interest in REMIC II.
“Class
R-III Interest”: The uncertificated Residual Interest in REMIC III.
“Class
R-IV Interest”: The uncertificated Residual Interest in REMIC IV.
“Class
R-V Interest”: The uncertificated Residual Interest in REMIC V.
“Class
R-VI Interest”: The uncertificated Residual Interest in REMIC V.
“Closing
Date”: June 29, 2007.
“Code”: The
Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained, or caused
to be created and maintained, by the Servicer pursuant to Section 3.10(a),
which
shall be titled “Countrywide Home Loans Servicing LP, as the Servicer for U.S.
Bank National Association, as Trustee, in trust for the registered holders
of
Citigroup Mortgage Loan Trust 2007-AHL3, Asset-Backed Pass-Through Certificates,
Series 2007-AHL3, Mortgage Pass-Through Certificates.” The Collection
Account must be an Eligible Account.
“Commission”:
The Securities and Exchange Commission.
“Compensating
Interest Payment”: With respect to any Distribution Date and the
Mortgage Loans for which a Principal Prepayment in full or in part was received
during the related Prepayment Period, an amount equal to the lesser of (A)
the
aggregate of the Prepayment Interest Shortfalls for the related Distribution
Date and (B) the aggregate Servicing Fee actually received in the related
calendar month.
“Corresponding
Certificate”: With respect to each REMIC II Regular Interest, the Class of
Regular Certificates listed below:
|
REMIC
II Regular Interest
|
Class
|
|
LTA1
|
Class
A-1
|
|
LTA2
|
Class
A-2
|
|
LTA3A
|
Class
A-3A
|
|
LTA3B
|
Class
A-3B
|
|
LTA3C
|
Class
A-3C
|
|
LTM1
|
Class
M-1
|
|
LTM2
|
Class
M-2
|
|
LTM3
|
Class
M-3
|
|
LTM4
|
Class
M-4
|
|
LTM5
|
Class
M-5
|
|
LTM6
|
Class
M-6
|
|
LTM7
|
Class
M-7
|
|
LTM8
|
Class
M-8
|
|
LTM9
|
Class
M-9
|
|
LTM10
|
Class
M-10
|
|
LTP
|
Class
P
|
“Corporate
Trust Office”: The principal corporate trust office of the Trustee or
the Trust Administrator at which at any particular time its corporate trust
business in connection with this Agreement shall be administered, which office,
with respect to the Trust Administrator, at the date of the execution of this
instrument is located at 000 Xxxxxxxxx, 00xx Xxxxx,
Xxx Xxxx
Xxx Xxxx 00000, or such other address as the Trust Administrator may designate
from time to time by notice to the Certificateholders, the Depositor, the
Servicer and the Trustee and, with respect to the Trustee, at the date of the
execution of this instrument is located at Xxx Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Structured Finance/CMLTI 2007-AHL3, or such
other address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Servicer and the Trust
Administrator.
“Credit
Risk Manager”: Pentalpha Surveillance LLC, and its successors and
assigns.
“Credit
Risk Management Agreement”: The agreement between the Credit Risk Manager, the
Servicer, the Sponsor and the Trustee regarding the loss mitigation and advisory
services to be provided by the Credit Risk Manager.
“Credit
Risk Manager Fee”: With respect to any Distribution Date, an amount
equal to the Credit Risk Manager Fee Rate accrued for one month on the aggregate
Stated Principal Balance of the Mortgage Loans as of the first day of the
related Due Period.
“Credit
Risk Manager Fee Rate”: 0.01625% per annum provided, however, the aggregate fee
paid to the Credit Risk Manager shall not be less than $2,500 on any
Distribution Date.
“Custodian”: A
document custodian appointed by the Trustee to perform (or in the case of the
related initial Custodian otherwise engaged to perform) custodial duties with
respect to the Mortgage Files. The initial Custodian is Citibank,
N.A. The Custodian may be the Trustee, any Affiliate of the Trustee
or an independent entity.
“Custodial
Agreement”: An agreement pursuant to which the Custodian performs
custodial duties with respect to the Mortgage Files. With respect to
the related initial Custodian, the applicable agreement pursuant to which the
related initial Custodian performs its custodial duties with respect to the
Mortgage Files.
“Cut-off
Date”: With respect to each Original Mortgage Loan, June 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 Stated Principal Balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
“Definitive
Certificates”: As defined in Section 5.01(b).
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Delinquency
Percentage”: As of the last day of the related Due Period, the percentage
equivalent of a fraction, the numerator of which is the aggregate Stated
Principal Balance of the Mortgage Loans that, as of the last day of the previous
calendar month, are 60 or more days delinquent, are in foreclosure, have been
converted to REO Properties or in bankruptcy (and delinquent 60 days or more),
and the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties as of the last day of the previous calendar
month.
“Depositor”:
Citigroup Mortgage Loan Trust Inc., a Delaware corporation, or its successor
in
interest.
“Depository”:
The Depository Trust Company, or any successor Depository hereafter named.
The
nominee of the initial Depository, for purposes of registering those
Certificates that are to be Book-Entry Certificates, is CEDE & Co. The
Depository shall at all times be a “clearing corporation” as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended.
“Depository
Institution”: Any depository institution or trust company, including the Trustee
and the Trust Administrator, that (a) is incorporated under the laws of the
United States of America or any State thereof, (b) is subject to supervision
and
examination by federal or state banking authorities and (c) has, or is a
subsidiary of a holding company that has, an outstanding unsecured commercial
paper or other short-term unsecured debt obligations that are rated in the
highest rating category (P-1 by Moody’s and A-1 by S&P) by the Rating
Agencies (or a comparable rating if S&P and Moody’s 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 Business Day prior
to the Servicer Remittance Date.
“Directing
Holder”: The Holder of the largest Percentage Interest of the Class
CE Certificates.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by REMIC I, other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer on behalf
of
the Trustee) shall not be considered to Directly Operate an REO Property solely
because the Trustee (or the Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance, or makes decisions as to repairs or capital expenditures with
respect to such REO Property.
“Disqualified
Organization”: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for 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 or Trust
Administrator based upon an Opinion of Counsel that the holding of an Ownership
Interest in a Residual Certificate by such Person may cause any REMIC or any
Person having an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Residual Certificate to such Person. The terms “United States,”
“State” and “international organization” shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
“Distribution
Account”: The trust account or accounts created and maintained by the Trust
Administrator pursuant to Section 3.10(b) which shall be entitled “Citibank,
N.A., as Trust Administrator for U.S. Bank National Association as Trustee,
in
trust for the registered holders of Citigroup Mortgage Loan Trust 2007-AHL3,
Asset-Backed Pass-Through Certificates, Series 2007- AHL3.” 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 July
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; provided, that following a downgrade, withdrawal, or suspension
of
any such Depository Institution’s rating below A-2 by S&P, such account
shall promptly (and in any case within not more than 30 calendar days) be moved
to one or more segregated trust accounts in the trust department of such
institution, or to an account at another institution that complies with the
above requirements, (ii) a trust account or accounts maintained with the
corporate trust department of a federal or state chartered depository
institution or trust company acting in its fiduciary capacity or (iii) an
account otherwise acceptable to each Rating Agency without reduction or
withdrawal of their then current ratings of the Certificates as evidenced by
a
letter from each Rating Agency to the Trustee and Trust
Administrator. Eligible Accounts may bear
interest. Notwithstanding Section 11.01, this Agreement may be
amended to reduce the rating requirements in clause (i) above, without the
consent of any of the Certificateholders, provided that the Person requesting
such amendment obtains a letter from each Rating Agency stating that such
amendment would not result in the downgrading or withdrawal of the respective
ratings then assigned to the Certificates.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Estate
in Real Property”: A fee simple estate in a parcel of land.
“Estimated
Swap Termination Payment”: As defined in the Interest Rate Swap
Agreement.
“Excess
Overcollateralized Amount”: With respect to the Class A Certificates
and the Mezzanine Certificates and any Distribution Date, the excess, if any,
of
(i) the Overcollateralized Amount for such Distribution Date (calculated for
this purpose only after assuming that 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 sum of the (i) the Servicing Fee Rate and (ii) the Credit Risk Manager
Fee
Rate.
“Expense
Adjusted Mortgage Rate”: With respect to any Mortgage Loan (or the
related REO Property) as of any date of determination, a per annum rate of
interest equal to the then applicable Mortgage Rate for such Mortgage Loan
minus
the sum of the (i) the Servicing Fee Rate and (ii) the Credit Risk Manager
Fee
Rate.
“Extraordinary
Trust Fund Expenses”: Any amounts reimbursable to the Servicer, the Depositor or
the Credit Risk Manager pursuant to Section 6.03, any amounts payable from
the
Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii),
any
amounts reimbursable to the Trustee, the Trust Administrator or the 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.
“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 Sponsor,
the Depositor or the Servicer pursuant to or as contemplated by Section 2.03
or
Section 9.01), a determination made by the Servicer that all Liquidation
Proceeds have been recovered. The Servicer shall maintain records of each Final
Recovery Determination made thereby.
“Fixed
Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
the related amount set forth in the Interest Rate Swap Agreement.
“Floating
Rate Certificates”: The Class A Certificates and the Mezzanine
Certificates.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the related Swap Notional Amount (as defined
in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the
numerator of which is the actual number of days elapsed from and including
the
previous Floating Rate Payer Payment Date (as defined in the Interest Rate
Swap
Agreement) to but excluding the current Floating Rate Payer Payment (or, for
the
first Floating Rate Payer Payment Date, the actual number of days elapsed from
the Closing Date to but excluding the first Floating Rate Payer Payment Date),
and the denominator of which is 360.
“Formula
Rate”: With respect to any Distribution Date and each Class of Floating Rate
Certificates, the lesser of (i) One-Month LIBOR plus the related Certificate
Margin and (ii) the related Maximum Cap Rate.
“Xxxxxxx
Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage Note
used to determine the Mortgage Rate for such Adjustable-Rate Mortgage
Loan.
“Group
I
Allocation Percentage”: With respect to the Group I Certificates and any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Group I Principal Remittance Amount for such Distribution
Date
and the denominator of which is (y) the Principal Remittance Amount for such
Distribution Date.
“Group
I
Certificates”: The Class A-1 Certificates.
“Group
I
Interest Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount for the related Distribution Date that represents
interest received or advanced on the Group I Mortgage Loans and Compensating
Interest Payments on the Group I Mortgage Loans (net of Servicing Fees and
Credit Risk Manager Fees).
“Group
I
Mortgage Loan”: A Mortgage Loan assigned to Loan Group
I. All Group I Mortgage Loans have a principal balance at origination
that conforms to Xxxxxxx Mac loan limits.
“Group
I
Principal Distribution Amount”: With respect to any Distribution Date, that
portion of the Available Distribution Amount for the related Distribution Date
that represents the sum of (i) the principal portion of each Monthly Payment
due
on the Group I Mortgage Loans during the related Due Period, whether or not
received on or prior to the related Determination Date; (ii) the Stated
Principal Balance of any Group I Mortgage Loan that was purchased during the
related Prepayment Period pursuant to or as contemplated by Section 2.03 or
Section 9.01 and the amount of any shortfall deposited in the Collection Account
in connection with the substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 during the related Prepayment Period; (iii) the principal portion
of all other unscheduled collections (including, without limitation, Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries
and
REO Principal Amortization) received on the Group I Mortgage Loans during the
related Prepayment Period, net of any portion thereof that represents a recovery
of principal for which an Advance was made by the Servicer pursuant to Section
4.03 in respect of a preceding Distribution Date and (iv) the Group I Allocation
Percentage of any Overcollateralization Increase Amount for such Distribution
Date minus (v) the Group I Allocation Percentage of any Overcollateralization
Reduction Amount for such Distribution Date. In no event will the
Principal Distribution Amount with respect to any Distribution Date be (x)
less
than zero or (y) greater than the then outstanding aggregate Certificate
Principal Balance of the Floating Rate Certificates.
“Group
I
Principal Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount equal to the sum of the amounts set forth in
(i)
through (iii) of the definition of Group I Principal Distribution
Amount.
“Group
I
Senior Principal Distribution Amount”: With respect to any
Distribution Date, the excess of (x) the aggregate Certificate Principal Balance
of the Group I Certificates immediately prior to such Distribution Date over
(y)
the lesser of (A) the product of (i) 50.50% and (ii) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess, if any, of the aggregate Stated Principal Balance
of
the Group I Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) over 0.50% of the
aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
Cut-off Date.
“Group
II
Allocation Percentage”: With respect to the Group II Certificates and any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Group II Principal Remittance Amount for such Distribution
Date
and the denominator of which is (y) the Principal Remittance Amount for such
Distribution Date.
“Group
II
Certificates”: The Class A-2 Certificates.
“Group
II
Interest Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount for the related Distribution Date that represents
interest received or advanced on the Group II Mortgage Loans and Compensating
Interest Payments on the Group II Mortgage Loans (net of Servicing Fees and
Credit Risk Manager Fees).
“Group
II
Mortgage Loan”: A Mortgage Loan assigned to Loan Group
II. All Group II Mortgage Loans have a principal balance at
origination that conforms to Xxxxxx Mae loan limits.
“Group
II
Principal Distribution Amount”: With respect to any Distribution Date, that
portion of the Available Distribution Amount for the related Distribution Date
that represents the sum of (i) the principal portion of each Monthly Payment
due
on the Group II Mortgage Loans during the related Due Period, whether or not
received on or prior to the related Determination Date; (ii) the Stated
Principal Balance of any Group II Mortgage Loan that was purchased during the
related Prepayment Period pursuant to or as contemplated by Section 2.03 or
Section 9.01 and the amount of any shortfall deposited in the Collection Account
in connection with the substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 during the related Prepayment Period; (iii) the principal portion
of all other unscheduled collections (including, without limitation, Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries
and
REO Principal Amortization) received on the Group II Mortgage Loans during
the
related Prepayment Period, net of any portion thereof that represents a recovery
of principal for which an Advance was made by the Servicer pursuant to Section
4.03 in respect of a preceding Distribution Date and (iv) the Group II
Allocation Percentage of any Overcollateralization Increase Amount for such
Distribution Date minus (v) the Group II Allocation Percentage of any
Overcollateralization Reduction Amount for such Distribution Date. In
no event will the Principal Distribution Amount with respect to any Distribution
Date be (x) less than zero or (y) greater than the then outstanding aggregate
Certificate Principal Balance of the Floating Rate Certificates.
“Group
II
Principal Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount equal to the sum of the amounts set forth in
(i)
through (iii) of the definition of Group II Principal Distribution
Amount.
“Group
II
Senior Principal Distribution Amount”: With respect to any
Distribution Date, the excess of (x) the aggregate Certificate Principal Balance
of the Group II Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (i) 50.50% and (ii) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess, if any, of the aggregate Stated Principal Balance
of
the Group II Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) over 0.50% of the
aggregate Stated Principal Balance of the Group II Mortgage Loans as of the
Cut-off Date.
“Group
III Allocation Percentage”: With respect to the Group III Certificates and any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Group III Principal Remittance Amount for such Distribution
Date and the denominator of which is (y) the Principal Remittance Amount for
such Distribution Date.
“Group
III Certificates”: The Class A-3A, Class A-3B and Class A-3C
Certificates.
“Group
III Interest Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount for the related Distribution Date that represents
interest received or advanced on the Group III Mortgage Loans and Compensating
Interest Payments on the Group III Mortgage Loans (net of Servicing Fees and
Credit Risk Manager Fees).
“Group
III Mortgage Loan”: A Mortgage Loan assigned to Loan Group
III. All Group III Mortgage Loans have a principal balance at
origination that may or may not conform to Xxxxxxx Mac and Xxxxxx Mae loan
limits.
“Group
III Principal Distribution Amount”: With respect to any Distribution Date, that
portion of the Available Distribution Amount equal to the sum of (i) the
principal portion of each Monthly Payment due on the Group III Mortgage Loans
during the related Due Period, whether or not received on or prior to the
related Determination Date; (ii) the Stated Principal Balance of any Group
III
Mortgage Loan that was purchased during the related Prepayment Period pursuant
to or as contemplated by Section 2.03 or Section 9.01 and the amount of any
shortfall deposited in the Collection Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the
related Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
Amortization) received on the Group III Mortgage Loans during the related
Prepayment Period, net of any portion thereof that represents a recovery of
principal for which an Advance was made by the Servicer pursuant to Section
4.03
in respect of a preceding Distribution Date and (iv) the Group III Allocation
Percentage of any Overcollateralization Increase Amount for such Distribution
Date minus (v) the Group III Allocation Percentage of any Overcollateralization
Reduction Amount for such Distribution Date. In no event will the
Principal Distribution Amount with respect to any Distribution Date be (x)
less
than zero or (y) greater than the then outstanding aggregate Certificate
Principal Balance of the Floating Rate Certificates.
“Group
III Principal Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount equal to the sum of the amounts set forth in
(i)
through (iii) of the definition of Group III Principal Distribution
Amount.
“Group
III Senior Principal Distribution Amount”: With respect to any
Distribution Date, the excess of (x) the aggregate Certificate Principal Balance
of the Group III Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (i) 50.50% and (ii) the aggregate Stated
Principal Balance of the Group III 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 the aggregate Stated Principal Balance
of
the Group III 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 0.50% of the
aggregate Stated Principal Balance of the Group III Mortgage Loans as of the
Cut-off Date.
“Highest
Priority”: As of any date of determination, the Class of Mezzanine
Certificates then outstanding with a Certificate Principal Balance greater
than
zero, with the highest priority for payments pursuant to Section 4.01, in the
following order: Class M-1, Xxxxx X-0, Xxass M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class CE
Certificates, the Class P Certificates and/or the Residual Certificates (or
any
portion thereof).
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Servicer and their respective Affiliates,
(b) does not have any direct financial interest in or any material indirect
financial interest in the Depositor, the Servicer or any Affiliate thereof,
and
(c) is not connected with the Depositor, the Servicer or any Affiliate thereof
as an officer, employee, promoter, underwriter, trustee, partner, director
or
Person performing similar functions; provided, however, that a Person shall
not
fail to be Independent of the Depositor, the Servicer or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of any class
of
securities issued by the Depositor or the Servicer or any Affiliate thereof,
as
the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer) that would be an
“independent contractor” with respect to any REMIC within the meaning of Section
856(d)(3) of the Code if any REMIC were a real estate investment trust (except
that the ownership tests set forth in that section shall be considered to be
met
by any Person that owns, directly or indirectly, 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 Servicer) if the Trust
Administrator has received an Opinion of Counsel for the benefit of the Trustee
and the Trust Administrator to the effect that the taking of any action in
respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a)
of
the Code), or cause any income realized in respect of such REO Property to
fail
to qualify as Rents from Real Property.
“Index”: With
respect to each Adjustable-Rate Mortgage Loan and each related Adjustment Date,
the index specified in the related Mortgage Note.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
covering a Mortgage Loan, to the extent such proceeds are not to be applied
to
the restoration of the related Mortgaged Property or released to the Mortgagor
in accordance with the procedures that the Servicer would follow in servicing
mortgage loans held for its own account, subject to the terms and conditions
of
the related Mortgage Note and Mortgage.
“Interest
Accrual Period”: With respect to any Distribution Date and the Floating Rate
Certificates, the period commencing on the Distribution Date of the month
immediately preceding the month in which such Distribution Date occurs (or,
in
the case of the first Distribution Date, commencing on the Closing Date) and
ending on the day immediately preceding such Distribution Date. With
respect to any Distribution Date and the Class CE Certificates and the REMIC
Regular Interests, the one-month period ending on the last day of the calendar
month preceding the month in which such Distribution Date occurs.
“Interest
Carry Forward Amount”: With respect to any Distribution Date and the Class A
Certificates or the Mezzanine Certificates, the sum of (i) the amount, if any,
by which (a) the Interest Distribution Amount for such Class of Certificates
as
of the immediately preceding Distribution Date exceeded (b) the actual amount
distributed on such Class of Certificates in respect of interest on such
immediately preceding Distribution Date, (ii) the amount of any Interest Carry
Forward Amount for such Class of Certificates remaining unpaid from the previous
Distribution Date and (iii) accrued interest on the sum of (i) and (ii) above
calculated at the related Pass-Through Rate for the most recently ended Interest
Accrual Period.
“Interest
Determination Date”: With respect to the Floating Rate Certificates and for
purposes of the definition of Marker Rate and Maximum LTZZ Uncertificated
Interest Deferral Amount, REMIC II Regular Interest LTA1, REMIC II Regular
Interest LTA2, REMIC II Regular Interest LTA3A, REMIC II Regular Interest LTA3B,
REMIC II Regular Interest LTA3C, REMIC II Regular Interest LTM1, REMIC II
Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest
LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC
II
Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest
LTM9 and REMIC II Regular Interest LTM10, and any Interest Accrual Period
therefor, the second London Business Day preceding the commencement of such
Interest Accrual Period.
“Interest
Distribution Amount”: With respect to any Floating Rate Certificate and the
Class CE Certificates and each Distribution Date, interest accrued during the
related Interest Accrual Period at the Pass-Through Rate for such Certificate
for such Distribution Date on the Certificate Principal Balance, in the case
of
the Floating Rate Certificates, or on the Notional Amount, in the case of the
Class CE Certificates, of such Certificate immediately prior to such
Distribution Date. The Class P Certificates are not entitled to
distributions in respect of interest and, accordingly, shall not accrue
interest. All distributions of interest on the Floating Rate
Certificates shall be calculated on the basis of a 360-day year and the actual
number of days in the applicable Interest Accrual Period. All
distributions of interest on the Class CE Certificates shall be based on a
360-day year consisting of twelve 30-day months. The Interest
Distribution Amount with respect to each Distribution Date, as to any Floating
Rate Certificate or the Class CE Certificates, shall be reduced by an amount
equal to the portion allocable to such Certificate pursuant to Section 1.02
hereof of the sum of (a) the aggregate Prepayment Interest Shortfall, if any,
for such Distribution Date to the extent not covered by payments pursuant to
Section 3.24 and (b) the aggregate amount of any Relief Act Interest Shortfall,
if any, for such Distribution Date.
“Interest
Rate Swap Agreement”: The interest rate swap agreement, dated as of
June 29, 2007, between the Supplemental Interest Trust Trustee and the Swap
Provider, including any schedule, confirmations, credit support annex or other
credit support document relating thereto, and attached hereto as Exhibit
I.
“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,
Subsequent Recoveries or otherwise, which represent late payments or collections
of principal and/or interest due (without regard to any acceleration of payments
under the related Mortgage and Mortgage Note) but delinquent for such Due Period
and not previously recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
as to
such Mortgage Loan; or (iii) such Mortgage Loan is removed from any REMIC by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03 or Section 9.01. With respect to any REO Property, either of
the
following events: (i) a Final Recovery Determination is made as to such REO
Property; or (ii) such REO Property is removed from REMIC I by reason of its
being purchased pursuant to Section 9.01.
“Liquidation
Proceeds”: The amount (including any Insurance Proceeds or amounts received in
respect of the rental of any REO Property prior to REO Disposition) received
by
the Servicer in connection with (i) the taking of all or a part of a Mortgaged
Property by exercise of the power of eminent domain or condemnation, (ii) the
liquidation of a defaulted Mortgage Loan through a trustee’s sale, foreclosure
sale or otherwise, or (iii) the repurchase, substitution or sale of a Mortgage
Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section
3.23 or Section 9.01.
“Loan-to-Value
Ratio”: As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the related
Mortgage Loan at such date and the denominator of which is the Value of the
related Mortgaged Property.
“Loan
Group”: Loan Group I, Loan Group II or Loan Group III, as the context
requires.
“Loan
Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group I.
“Loan
Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group II.
“Loan
Group III”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group III.
“London
Business Day”: Any day on which banks in the City of London and New York are
open and conducting transactions in United States dollars.
“Marker
Rate”: With respect to the Class CE Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the REMIC II
Remittance Rate for REMIC II Regular Interest LTA1, REMIC II Regular Interest
LTA2, REMIC II Regular Interest LTA3A, REMIC II Regular Interest LTA3B, REMIC
II
Regular Interest LTA3C, REMIC II Regular Interest LTM1, REMIC II Regular
Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4,
REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular
Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9,
REMIC II Regular Interest LTM10 and REMIC II Regular Interest LTZZ, with the
rate on each such REMIC II Regular Interest (other than REMIC II 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 related Net WAC Pass-Through Rate for the related Corresponding
Certificate for the purpose of this calculation for such Distribution Date
and
with the rate on REMIC II 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.
“Maximum
Cap Rate”: For any Distribution Date with respect to the Group I
Certificates, a per annum rate equal to the product of (1) the excess, if any,
of (a) the weighted average of the Expense Adjusted Maximum Mortgage Rates
of
the Group I Mortgage Loans, weighted on the basis of the outstanding Stated
Principal Balances of the Group I Mortgage Loans as of the first day of the
related Due Period (adjusted to reflect unscheduled principal payments made
thereafter during the Prepayment Period that includes such first day) over
(b)
the Swap Expense Fee Rate for such Distribution Date and (2) 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
any
Distribution Date with respect to the Group II Certificates, a per annum rate
equal to the product of (1) the excess, if any, of (a) the weighted average
of
the Expense Adjusted Maximum Mortgage Rates of the Group II Mortgage Loans,
weighted on the basis of the outstanding Stated Principal Balances of the Group
II Mortgage Loans as of the first day of the related Due Period (adjusted to
reflect unscheduled principal payments made thereafter during the Prepayment
Period that includes such first day) over (b) the Swap Expense Fee Rate for
such
Distribution Date and (2) 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
any
Distribution Date with respect to the Group III Certificates, a per annum rate
equal to the product of (1) the excess, if any, of (a) the weighted average
of
the Expense Adjusted Maximum Mortgage Rates of the Group III Mortgage Loans,
weighted on the basis of the outstanding Stated Principal Balances of the Group
III Mortgage Loans as of the first day of the related Due Period (adjusted
to
reflect unscheduled principal payments made thereafter during the Prepayment
Period that includes such first day) over (b) the Swap Expense Fee Rate for
such
Distribution Date and (2) 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
any
Distribution Date with respect to the Mezzanine Certificates, a per annum rate
equal to the weighted average (weighted on the basis of the results of
subtracting from the aggregate Stated Principal Balance of the applicable Loan
Group as of the first day of the related Due Period (adjusted to reflect
unscheduled principal payments made thereafter during the Prepayment Period
that
includes such first day) the current aggregate Certificate Principal Balance
of
the related Class A Certificates) of (i) the Maximum Cap Rate for the Group
I
Certificates, (ii) the Maximum Cap Rate for the Group II Certificates and (iii)
the Maximum Cap Rate for the Group III Certificates.
“Maximum
LTZZ Uncertificated Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) accrued interest at the REMIC II Remittance
Rate applicable to REMIC II Regular Interest LTZZ for such Distribution Date
on
a balance equal to the Uncertificated Balance of REMIC II Regular Interest
LTZZ
minus the REMIC II Overcollateralized Amount, in each case for such Distribution
Date, over (ii) Uncertificated Interest on REMIC II Regular Interest LTA1,
REMIC
II Regular Interest LTA2, REMIC II Regular Interest LTA3A, REMIC II Regular
Interest LTA3B, REMIC II Regular Interest LTA3C, REMIC II Regular Interest
LTM1,
REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular
Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6,
REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular
Interest LTM9 and REMIC II Regular Interest LTM10 for such Distribution Date,
with the rate on each such REMIC II Regular Interest subject to a cap equal
to
the lesser of (i) One-Month LIBOR plus the related Certificate Margin for the
related Corresponding Certificate and (ii) the related Net WAC Pass-Through
Rate
for the related Corresponding Certificate; provided, however, each cap shall
be
multiplied by a fraction, the numerator of which is the actual number of days
elapsed in the related Interest Accrual Period and the denominator of which
is
30.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“MERS”: Mortgage
Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor thereto.
“MERS
System”: The system of recording transfers of Mortgages
electronically maintained by MERS.
“Mezzanine
Certificates”: Collectively, the Class M-1 Certificates, the Class M-2
Certificates, the Class M-3 Certificates, the Class M-4 Certificates, Class
M-5
Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the Class
M-8 Certificates, the Class M-9 Certificates and the Class M-10
Certificates.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS System.
“Minimum
Auction Amount”: With respect to any auction of the Mortgage Loans
and any REO Properties pursuant to Section 9.03, the sum of (i) the Termination
Price if the Optional Termination were exercised in the following calendar
month
pursuant to Section 9.01 and (ii) all reasonable fees and expenses incurred
by
the Trust Administrator in connection with any auction conducted pursuant to
Section 9.03.
“Minimum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
“MOM
Loan”: With respect to any Mortgage Loans registered with MERS on the MERS®
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/or interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined: (a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act;
(b)
without giving effect to any extension granted or agreed to by the Servicer
pursuant to Section 3.07; and (c) on the assumption that all other amounts,
if
any, due under such Mortgage Loan are paid when due.
“Moody’s”:
Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first or second
lien
on, or first priority security interest in, a Mortgaged Property securing a
Mortgage Note.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) of this Agreement, as from time to time held
as
a part of REMIC I, the Mortgage Loans so held being identified in the Mortgage
Loan Schedule.
“Mortgage
Loan Purchase Agreement”: The
agreement between the Depositor and the Sponsor regarding the transfer of the
Mortgage Loans by the Sponsor 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 Mortgage Rate in respect thereof
net of the Servicing Fee Rate.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC II
on such date, separately identifying the Group I Mortgage Loans, the Group
II
Mortgage Loans and the Group III Mortgage Loans, attached hereto as Schedule
1. The Mortgage Loan Schedule shall set forth the following
information with respect to each Mortgage Loan:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating whether the Mortgaged Property is owner-occupied;
(iii) the
type
of Residential Dwelling constituting the Mortgaged Property;
(iv) the
original months to maturity;
(v) the
original date of the mortgage;
(vi) the
Loan-to-Value Ratio at origination;
(vii) the
Mortgage Rate in effect immediately following the Cut-off Date;
(viii) the
date
on which the first Monthly Payment was due on the Mortgage Loan;
(ix) the
stated maturity date;
(x) the
amount of the Monthly Payment at origination;
(xi) the
amount of the Monthly Payment as of the Cut-off Date;
(xii) the
last
Due Date on which a Monthly Payment was actually applied to the unpaid Stated
Principal Balance;
(xiii) the
original principal amount of the Mortgage Loan;
(xiv) the
Scheduled Principal Balance of the Mortgage Loan as of the close of business
on
the Cut-off Date;
(xv) a
code
indicating the purpose of the Mortgage Loan (i.e., purchase financing, Rate/Term
Refinancing, Cash-Out Refinancing);
(xvi) a
code
indicating the documentation style (i.e., full, alternative or
reduced);
(xvii) the
Value
of the Mortgaged Property;
(xviii) the
sale
price of the Mortgaged Property, if applicable;
(xix) the
actual unpaid principal balance of the Mortgage Loan as of the Cut-off
Date;
(xx) the
Servicing Fee Rate;
(xxi) the
term
of the Prepayment Charge , if any;
(xxii) the
percentage of the principal balance covered by lender paid mortgage insurance,
if any; and
(xxiii) with
respect to each Adjustable-Rate Mortgage Loan, the Adjustment Dates, the Gross
Margin, the Maximum Mortgage Rate, the Minimum Mortgage Rate, the Periodic
Rate
Cap, the maximum first Adjustment Date Mortgage Rate adjustment, the first
Adjustment Date immediately following the origination date and the rounding
code
(i.e., nearest 0.125%, next highest 0.125%).
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans by Loan Group and in the aggregate as of the Cut-off Date:
(1) the number of Mortgage Loans; (2) the current principal balance of the
Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; (5) the Scheduled
Principal Balance of the Mortgage Loans as of the close of business on the
Cut-off Date (not taking into account any Principal Prepayments received on
the
Cut-off Date); and (6) the amount of the Monthly Payment as of the Cut-off
Date.
The Mortgage Loan Schedule shall be amended from time to time by the Depositor
in accordance with the provisions of this Agreement. With respect to any
Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the related
Cut-off Date for such Mortgage Loan, determined in accordance with the
definition of Cut-off Date herein.
“Mortgage
Note”: The original executed note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time,
and any REO Properties acquired in respect thereof.
“Mortgage
Rate”: With respect to each Mortgage Loan, the annual rate at which interest
accrues on such Mortgage Loan from time to time in accordance with the
provisions of the related Mortgage Note, without regard to any reduction thereof
as a result of a Debt Service Reduction or operation of the Relief Act, which
rate (i) with respect to each fixed-rate Mortgage Loan shall remain constant
at
the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in effect
immediately following the Cut-off Date and (ii) with respect to the
Adjustable-Rate Mortgage Loans, (A) as of any date of determination until the
first Adjustment Date following the Cut-off Date shall be the rate set forth
in
the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following
the Cut-off Date and (B) as of any date of determination thereafter shall be
the
rate as adjusted on the most recent Adjustment Date equal to the sum, rounded
as
provided in the Mortgage Note, of the Index, as published as of a date prior
to
the Adjustment Date as set forth in the related Mortgage Note, plus the related
Gross Margin; provided that the Mortgage Rate on such Adjustable-Rate Mortgage
Loan on any Adjustment Date shall never be more than the lesser of (i) the
sum
of the Mortgage Rate in effect immediately prior to the Adjustment Date plus
the
related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage Rate,
and shall never be less than the greater of (i) the Mortgage Rate in effect
immediately prior to the Adjustment Date less the Periodic Rate Cap, if any,
and
(ii) the related Minimum Mortgage Rate. With respect to each Mortgage
Loan that becomes an REO Property, as of any date of determination, the annual
rate determined in accordance with the immediately preceding sentence as of
the
date such Mortgage Loan became an REO Property.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a Residential
Dwelling.
“Mortgagor”: The
obligor on a Mortgage Note.
“Net
Monthly Excess Cashflow”: With respect to any Distribution Date, the sum of (i)
any Overcollateralization Reduction Amount and (ii) the excess of (x) the
Available Distribution Amount for such Distribution Date over (y) the sum for
such Distribution Date of (A) the Senior Interest Distribution Amounts
distributable to the Holders of the Class A Certificates and the Interest
Distribution Amounts distributable to the Holders of the Mezzanine Certificates
and (B) the Principal Remittance Amount.
“Net
Swap
Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
the Fixed Swap Payment over (y) the Floating Swap Payment and in the case of
payments made by the Swap Provider, the excess, if any, of (x) the Floating
Swap
Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment
shall not be less than zero.
“Net
WAC
Pass-Through Rate”: For any Distribution Date with respect to
the Group I Certificates, a per annum rate equal to the product of (x) the
excess, if any, of (i) the weighted average of the Expense Adjusted Mortgage
Rates of the Group I Mortgage Loans, weighted on the basis of the outstanding
Stated Principal Balances of the Group I Mortgage Loans as of the first day
of
the related Due Period (adjusted to reflect unscheduled principal payments
made
thereafter during the Prepayment Period that includes such first day) over
(ii)
the Swap Expense Fee Rate for such 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, such rate shall be expressed as the product of (x) the
weighted average of the REMIC II Remittance Rate on REMIC II Regular Interest
LT1GRP, weighted on the basis of the Uncertificated Balance of such REMIC II
Regular Interest 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
any
Distribution Date with respect to the Group II Certificates, a per annum rate
equal to the product of (x) the excess, if any, of (i) the weighted average
of
the Expense Adjusted Mortgage Rates of the Group II Mortgage Loans, weighted
on
the basis of the outstanding Stated Principal Balances of the Group II Mortgage
Loans as of the first day of the related Due Period (adjusted to reflect
unscheduled principal payments made thereafter during the Prepayment Period
that
includes such first day) over (ii) the Swap Expense Fee Rate for such
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, such rate
shall be expressed as the product of (x) the weighted average of the REMIC
II
Remittance Rate on REMIC II Regular Interest LT2GRP, weighted on the basis
of
the Uncertificated Balance of such REMIC II Regular Interest 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
any
Distribution Date with respect to the Group III Certificates, a per annum rate
equal to the product of (x) the excess, if any, of (i) the weighted average
of
the Expense Adjusted Mortgage Rates of the Group III Mortgage Loans, weighted
on
the basis of the outstanding Stated Principal Balances of the Group III Mortgage
Loans as of the first day of the related Due Period (adjusted to reflect
unscheduled principal payments made thereafter during the Prepayment Period
that
includes such first day) over (ii) the Swap Expense Fee Rate for such
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, such rate
shall be expressed as the product of (x) the weighted average of the REMIC
II
Remittance Rate on REMIC II Regular Interest LT3GRP, weighted on the basis
of
the Uncertificated Balance of such REMIC II Regular Interest 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
any
Distribution Date with respect to the Mezzanine Certificates, a per annum rate
equal to the weighted average (weighted on the basis of the results of
subtracting from the aggregate Stated Principal Balance of the applicable Loan
Group as of the first day of the related Due Period (adjusted to reflect
unscheduled principal payments made thereafter during the Prepayment Period
that
includes such first day) the current aggregate Certificate Principal Balance
of
the related Class A Certificates) of (i) the Net WAC Pass-Through Rate for
the
Group I Certificates, (ii) the Net WAC Pass-Through Rate for the Group II
Certificates and (iii) the Net WAC Pass-Through Rate for the Group III
Certificates. For federal income tax purposes, the such rate shall be
expressed as the product of (x) the weighted average of the REMIC II Remittance
Rates on (a) REMIC II Regular Interest LT1SUB, subject to a cap and a floor
equal to the REMIC II Remittance Rate on REMIC II Regular Interest LT1GRP,
(b)
REMIC II Regular Interest LT2SUB, subject to a cap and a floor equal to the
REMIC II Remittance Rate on REMIC II Regular Interest LT2GRP and (c) REMIC
II
Regular Interest LT3SUB, subject to a cap and a floor equal to the REMIC II
Remittance Rate on REMIC II Regular Interest LT3GRP, weighted on the basis
of
the Uncertificated Balance of each such REMIC II Regular Interest 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.
“Net
WAC
Rate Carryover Reserve Account”: The Net WAC Rate Carryover Reserve
Account established and maintained pursuant to Section 4.06.
“Net
WAC
Rate Carryover Amount”: With respect to any Distribution Date and any
Class of Floating Rate Certificates, the sum of (A) the positive excess, if
any,
of (i) the amount of interest that would have accrued on such Class of
Certificates for such Distribution Date if the Pass-Through Rate for such Class
of Certificates for such Distribution Date were calculated at the related
Formula Rate over (ii) the amount of interest accrued on such Class of
Certificates at the related Net WAC Pass-Through Rate for such Distribution
Date
and (B) the related Net WAC Rate Carryover Amount for the previous Distribution
Date not previously distributed together with interest accrued on such unpaid
amount for the most recently ended Interest Accrual Period at the Formula Rate
for such Class of Certificates and such Distribution Date.
“New
Lease”: Any lease of REO Property entered into on behalf of REMIC I, including
any lease renewed or extended on behalf of REMIC I, if REMIC I has the right
to
renegotiate the terms of such lease.
“Nonrecoverable
Advance”: Any P&I Advance or Servicing Advance previously made or proposed
to be made in respect of a Mortgage Loan or REO Property that, in the good
faith
business judgment of the Servicer will not or, in the case of a proposed P&I
Advance or Servicing Advance, would not be ultimately recoverable from related
late payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage
Loan
or REO Property as provided herein.
“Non-United
States Person”: Any Person other than a United States
Person.
“Notional
Amount”: With respect to the Class CE Interest and any Distribution
Date, the aggregate Uncertificated Balance of the REMIC II Regular Interests
(other than REMIC II Regular Interest LTP) for such Distribution
Date.
“Officer’s
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
and by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Servicer, the Sponsor or the Depositor, as
applicable.
“One-Month
LIBOR”: For purposes of the Marker Rate and Maximum LTZZ
Uncertificated Interest Deferral Amount, REMIC II Regular Interest LTA1, REMIC
II Regular Interest LTA2, REMIC II Regular Interest LTA3A, REMIC II Regular
Interest LTA3B, REMIC II Regular Interest LTA3C, REMIC II Regular Interest
LTM1,
REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular
Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6,
REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular
Interest LTM9 and REMIC II Regular Interest LTM10, 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 Reuters Screen LIBOR01 Page, 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 Reuters Screen LIBOR01 Page, the rate for such date will be determined on
the
basis of the offered rates of the Reference Banks for one-month U.S. dollar
deposits, as of 11:00 a.m. (London time) on such Interest Determination
Date. In such event, the Trust Administrator will request the
principal London office of each of the Reference Banks to provide a quotation
of
its rate. If on such Interest Determination Date, two or more
Reference Banks provide such offered quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the arithmetic mean of such offered quotations
(rounded upwards if necessary to the nearest whole multiple of
1/16%). If on such Interest Determination Date, fewer than two
Reference Banks provide such offered quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the higher of (i) LIBOR as determined on the
previous Interest Determination Date and (ii) the Reserve Interest
Rate. Notwithstanding the foregoing, if, under the priorities
described above, LIBOR for an Interest Determination Date would be based on
LIBOR for the previous Interest Determination Date for the third consecutive
Interest Determination Date, the Trust Administrator, after consultation with
the Depositor, shall select an alternative comparable index (over which the
Trust Administrator has no control), used for determining one-month Eurodollar
lending rates that is calculated and published (or otherwise made available)
by
an independent party.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be
salaried counsel for the Depositor, the Servicer or the Trust Administrator
acceptable to the Trustee, if such opinion is delivered to the Trustee, or
reasonably acceptable to the Trust Administrator, if such opinion is delivered
to the Trust Administrator, except that any opinion of counsel relating to
(a)
the qualification of any Trust REMIC as a REMIC or (b) compliance with the
REMIC
Provisions must be an opinion of Independent counsel.
“Optional
Termination Date”: The Distribution Date following the Distribution Date on
which the aggregate Stated Principal Balance of the Mortgage Loans and each
REO
Property remaining in the Trust Fund is less than 10% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
“Original
Mortgage Loan”: Any Mortgage Loans included in Trust Fund as of the Closing
Date.
“Originator”: Accredited
Home Lenders, Inc. or its successor in interest.
“OTS”: The
Office of Thrift Supervision.
“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 Net Swap Payments received under the Interest Rate Swap Agreement
for this purpose 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 4.65% of the aggregate outstanding Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the
Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
9.30% of the then current aggregate outstanding Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period and (y) 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
Floating Rate 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 Balance of the Mortgage Loans and REO
Properties as of the last day of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over (b) the sum of the aggregate Certificate
Principal Balance of the Class A Certificates, the Mezzanine Certificates and
the Class P Certificates after giving effect to distributions to be made on
such
Distribution Date.
“Ownership
Interest”: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
“Pass-Through
Rate”: With respect to the Floating Rate Certificates and any Distribution Date,
the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the related Net WAC Pass-Through Rate for such Distribution Date.
With
respect to the Class CE Interest and any Distribution Date, a per annum rate
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of (i) 100% of the interest on REMIC II Regular Interest LTP and (ii)
interest on the Uncertificated Principal Balance of each REMIC II Regular
Interest listed in clause (y) below at a rate equal to the related REMIC II
Remittance Rate minus the Marker Rate and the denominator of which is (y) the
aggregate Uncertificated Balance of REMIC II Regular Interest LTAA, REMIC II
Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular Interest
LTA3A, REMIC II Regular Interest LTA3B, REMIC II Regular Interest LTA3C, REMIC
II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC II Regular
Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest LTM5,
REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC II Regular
Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest LTM10
and REMIC II Regular Interest LTZZ.
With
respect to the Class CE Certificates, 100% of the interest distributable to
the
Class CE Interest, expressed as a per annum rate.
The
Class
IO Interest shall not have a Pass-Through Rate, but interest for such Regular
Interest and each Distribution Date shall be an amount equal to 100% of the
amounts distributable to REMIC II Regular Interest LTIO.
The
REMIC
VI Regular Interest SWAP IO Interest shall not have a Pass-Through Rate, but
interest for such Regular Interest and each Distribution Date shall be an amount
equal to 100% of the amounts distributable to the Class IO Interest for such
Distribution Date.
The
Class
P Certificates, Class R Certificates and Class R-X Certificates will not accrue
interest and therefore will not have a Pass-Through Rate.
“Percentage
Interest”: With respect to any Class of Certificates (other than the Residual
Certificates), the portion of the respective Class evidenced by such
Certificate, expressed as a percentage, the numerator of which is the initial
Certificate Principal Balance or Notional Amount represented by such
Certificate, and the denominator of which is the initial aggregate Certificate
Principal Balance or Notional Amount of all of the Certificates of such Class.
The Class A Certificates and the Mezzanine Certificates are issuable only in
minimum Percentage Interests corresponding to minimum initial Certificate
Principal Balances of $25,000 and integral multiples of $1.00 in excess thereof.
The Class P Certificates are issuable only in Percentage Interests corresponding
to initial Certificate Principal Balances of $20 and integral multiples thereof.
The Class CE Certificates are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $100,000
and
integral multiples of $1.00 in excess thereof; provided, however, that a single
Certificate of each such Class of Certificates may be issued having a Percentage
Interest corresponding to the remainder of the aggregate initial Certificate
Principal Balance or Notional Amount of such Class or to an otherwise authorized
denomination for such Class plus such remainder. With respect to any Residual
Certificate, the undivided percentage ownership in such Class evidenced by
such
Certificate, as set forth on the face of such Certificate. The Residual
Certificates are issuable in Percentage Interests of 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 Servicer, the Trustee, the Trust Administrator
or
any of their respective Affiliates:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) demand
and time deposits in, certificates of deposit of, or bankers’ acceptances (which
shall each have an original maturity of not more than 90 days and, in the case
of bankers’ acceptances, shall in no event have an original maturity of more
than 365 days or a remaining maturity of more than 30 days) denominated in
United States dollars and issued by, any Depository Institution;
(iii) repurchase
obligations with respect to any security described in clause (i) above entered
into with a Depository Institution (acting as principal);
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any state thereof
and that are rated by the Rating Agencies in its highest long-term unsecured
rating category at the time of such investment or contractual commitment
providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 30 days after the date of acquisition thereof) that is rated by the Rating
Agencies that rate such securities in its highest short-term unsecured debt
rating available at the time of such investment;
(vi) units
of
money market funds, including money market funds affiliated with the Trustee,
the Trust Administrator or an Affiliate of either of them, that have been rated
“AAA” by S&P and “Aaa” by Xxxxx’x; and
(vii) if
previously confirmed in writing to the Servicer, the Trustee and the Trust
Administrator, any other demand, money market or time deposit, or any other
obligation, security or investment, as may be acceptable to the Rating Agencies
as a permitted investment of funds backing securities having ratings equivalent
to its highest initial rating of the Class A Certificates;
provided,
however, that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 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
Servicer in respect of any Distribution Date pursuant to Section
4.03.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, 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”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Prepayment Period, any prepayment premium, fee or
charge payable by a Mortgagor in connection with any voluntary Principal
Prepayment on a Mortgage Loan pursuant to the terms of the related Mortgage
Note
(other than any Servicer Prepayment Charge Payment Amount).
“Prepayment
Charge Schedule”: As of any date, the list of Prepayment Charges
included in the Trust Fund on such date (provided by the Depositor), attached
hereto as Schedule 2 (including the prepayment charge summary attached
thereto). The Prepayment Charge Schedule shall set forth the
following information with respect to each Prepayment Charge:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating the type of Prepayment Charge;
(iii) the
date
on which the first Monthly Payment was due on the related Mortgage
Loan;
(iv) the
term
of the related Prepayment Charge;
(v) the
original Stated Principal Balance of the related Mortgage Loan; and
(vi) the
Stated Principal Balance of the related Mortgage Loan as of the Cut-off
Date.
“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a Principal Prepayment in full during the portion of
the
related Prepayment Period commencing on the first day of the calendar month
in
which the Distribution Date occurs and ending at the end of the related
Prepayment Period, an amount equal to interest (to the extent received) at
the
applicable Mortgage Rate on the amount of such Principal Prepayment for the
number of days commencing on the first day of the calendar month in which such
Distribution Date occurs and ending on the last date through which interest
is
collected from the related Mortgagor. The Servicer may withdraw such
Prepayment Interest Excess from the Collection Account.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
Loan that was during the related Prepayment Period the subject of a voluntary
Principal Prepayment occurring between the first day of the related Prepayment
Period and the last day of the calendar month preceding the calendar month
in
which such Distribution Date occurs, an amount equal to interest at the
applicable Mortgage Loan Remittance Rate on the amount of such Principal
Prepayment for the number of days commencing on the date on which the prepayment
is applied and ending on the last day of the calendar month preceding the
calendar month in which such Distribution Date occurs. The obligations of the
Servicer in respect of any Prepayment Interest Shortfall are set forth in
Section 3.24.
“Prepayment
Period”: With respect to any Distribution Date, the period commencing
on the 16th day
of the calendar month preceding the month in which such Distribution Date occurs
(or in the case of the first Distribution Date, commencing on June 1, 2007)
and
ending on the 15th day of
the
calendar month in which such Distribution Date occurs.
“Prime
Rate”: The lesser of (i) the per annum rate of interest, publicly announced from
time to time by Chase Manhattan Bank 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 Chase Manhattan Bank)
and
(ii) the maximum rate permissible under applicable usury or similar laws
limiting interest rates.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month
of
prepayment.
“Principal
Remittance Amount”: With respect to any Distribution Date, the sum of (i) the
Group I Principal Remittance Amount, (ii) the Group II Principal Remittance
Amount and (iii) the Group III Principal Remittance Amount.
“Private
Certificates”: Any of the Class X-0, Xxxxx X-0, Class CE, Class P or
Residual Certificates.
“Prospectus
Supplement”: The Prospectus Supplement, dated June 6, 2007, relating to the
public offering of the Group III Certificates and the Mezzanine
Certificates.
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
Sponsor pursuant to or as contemplated by Section 2.03 or Section 9.01, and
as
confirmed by an Officers’ Certificate from the party purchasing the Mortgage
Loan to the Trustee and the Trust Administrator, an amount equal to the sum
of:
(i) 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 Servicer, which payment or advance had as of the date of
purchase been distributed pursuant to Section 4.01, through the end of the
calendar month in which the purchase is to be effected, and (y) an REO Property,
the sum of (1) accrued interest on such Stated Principal Balance at the
applicable Mortgage Loan Remittance Rate in effect from time to time from the
Due Date as to which interest was last covered by a payment by the Mortgagor
or
an advance by the Servicer through the end of the calendar month immediately
preceding the calendar month in which such REO Property was acquired, plus
(2)
REO Imputed Interest for such REO Property for each calendar month commencing
with the calendar month in which such REO Property was acquired and ending
with
the calendar month in which such purchase is to be effected, minus the total
of
all net rental income, Insurance Proceeds, Liquidation Proceeds and P&I
Advances that as of the date of purchase had been distributed as or to cover
REO
Imputed Interest pursuant to Section 4.01; (iii) any unreimbursed Servicing
Advances and P&I Advances and any unpaid Servicing Fees allocable to such
Mortgage Loan or REO Property; (iv) any amounts previously withdrawn from the
Collection Account in respect of such Mortgage Loan or REO Property pursuant
to
Sections 3.11(a)(ix) and Section 3.16(b); and (v) in the case of a Mortgage
Loan
required to be purchased pursuant to Section 2.03, expenses incurred or to
be
incurred by the Trust Fund in respect of the breach or defect giving rise to
the
purchase obligation including any costs and damages incurred by the Trust Fund
in connection with any violation of any predatory or abusive lending law with
respect to the related Mortgage Loan.
“Qualified
Bidder”: With respect to any auction pursuant to Section 9.03, any
institution that is a regular purchaser and/or seller in the secondary market
of
residential mortgage loans as determined by the Trust Administrator (or any
advisor on its behalf), in its sole discretion, and any holder of an interest
in
the Class CE Certificates.
“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 by the Sponsor 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) [reserved], (iv) have a remaining term to maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan, (v) have the same Due Date as the Due Date on the Deleted
Mortgage Loan, (vi) have a Loan-to-Value Ratio as of the date of substitution
equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan
as
of such date, and (vii) conform to each representation and warranty set forth
in
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 (iv) hereof shall be satisfied as to each such
mortgage loan and, except to the extent otherwise provided in this sentence,
the
representations and warranties described in clause (vi) hereof must be satisfied
as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case
may be.
“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 and the Servicer.
“Realized
Loss”: With respect to each Mortgage Loan as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid principal balance of such Mortgage Loan as of the commencement of the
calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest
was
then accruing on such Mortgage Loan and (B) on a principal amount equal to
the
Stated Principal Balance of such Mortgage Loan as of the close of business
on
the Distribution Date during such calendar month, plus (iii) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (iv) the
proceeds, if any, received in respect of such Mortgage Loan prior to the date
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Servicer with respect to such Mortgage Loan pursuant to Section
3.11(a)(iii).
With
respect to any REO Property as to which a Final Recovery Determination has
been
made an amount (not less than zero) equal to (i) the unpaid principal balance
of
the related Mortgage Loan as of the date of acquisition of such REO Property
on
behalf of any REMIC, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan as
of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month that occurs during the Prepayment Period in
which
such Final Recovery Determination was made, plus (iv) any amounts previously
withdrawn from the Collection Account in respect of the related Mortgage Loan
pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (v) the aggregate
of
all Servicing Advances made by the Servicer in respect of such REO Property
or
the related Mortgage Loan (without duplication of amounts netted out of the
rental income, Insurance Proceeds and Liquidation Proceeds described in clause
(vi) below) and any unpaid Servicing Fees for which the Servicer has been or,
in
connection with such Final Recovery Determination, will be reimbursed pursuant
to Section 3.11(a)(iii) or Section 3.23 out of rental income, Insurance Proceeds
and Liquidation Proceeds received in respect of such REO Property, minus (vi)
the total of all net rental income, Insurance Proceeds and Liquidation Proceeds
received in respect of such REO Property that has been, or in connection with
such Final Recovery Determination, will be transferred to the Distribution
Account pursuant to Section 3.23.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
“Record
Date”: With respect to each Distribution Date and any Floating Rate Certificate
so long as such Floating Rate Certificates is a Book-Entry Certificate, the
Business Day immediately preceding such Distribution Date. With respect to
each
Distribution Date and any other Certificates, including any Definitive
Certificates, the last Business Day of the month immediately preceding the
month
in which such Distribution Date occurs.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any Class A Certificate, Mezzanine Certificate, Class CE
Certificate or Class P Certificate.
“Regular
Interest”: A “regular interest” in a REMIC within the meaning of Section
860G(a)(1) of the Code.
“Relief
Act”: The Servicemembers Civil Relief Act, or any state law providing for
similar relief.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage
Loan, any reduction in the amount of interest collectible on such Mortgage
Loan
for the most recently ended calendar month as a result of the application of
the
Relief Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
I”: The segregated pool of assets subject hereto, constituting the primary trust
created hereby and to be administered hereunder, with respect to which a REMIC
election is to be made, consisting of: (i) such Mortgage Loans and Prepayment
Charges related thereto as from time to time are subject to this Agreement,
together with the Mortgage Files relating thereto, and together with all
collections thereon and proceeds thereof; (ii) any REO Property, together with
all collections thereon and proceeds thereof; (iii) the Trustee’s rights with
respect to the Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof; (iv) the
Depositor’s rights under the Mortgage Loan Purchase Agreement (including any
security interest created thereby); and (v) the Collection Account (other than
any amounts representing the Servicer Prepayment Charge Payment Amount), the
Distribution Account (other than any amounts representing the Servicer
Prepayment Charge Payment Amount) and any REO Account, and such assets that
are
deposited therein from time to time and any investments thereof, together with
any and all income, proceeds and payments with respect thereto. Notwithstanding
the foregoing, however, REMIC II specifically excludes all payments and other
collections of principal and interest due on the Mortgage Loans on or before
the
Cut-off Date, all Prepayment Charges payable in connection with Principal
Prepayments on the Mortgage Loans made before the Cut-off Date, the Net WAC
Rate
Carryover Reserve Account, the Interest Rate Swap Agreement, the Swap Account,
the Supplemental Interest Trust and Servicer Prepayment Charge Payment
Amounts.
“REMIC
I
Group I Regular Interests”: REMIC I Regular Interest I and REMIC I Regular
Interest I-1-A through REMIC I Regular Interest I-58-B as designated in the
Preliminary Statement hereto.
“REMIC
I
Group II Regular Interests”: REMIC I Regular Interest II and REMIC I
Regular Interest II-1-A through REMIC II Regular Interest II-58-B as designated
in the Preliminary Statement hereto.
“REMIC
I
Group III Regular Interests”: REMIC I Regular Interest III and REMIC
I Regular Interest II-1-A through REMIC II Regular Interest II-58-B as
designated in the Preliminary Statement hereto.
“REMIC
I
Regular Interest”: Any of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a “regular
interest” in REMIC I. Each REMIC I Regular Interest shall accrue interest at the
related REMIC I Remittance Rate in effect from time to time, and shall be
entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Balance
as
set forth in the Preliminary Statement hereto.
“REMIC
I
Remittance Rate”: With respect to REMIC I Regular Interest I, a per annum rate
equal to the weighted average of the Expense Adjusted Mortgage Rate of the
Group
I Mortgage Loans. With respect to each REMIC I Group I Regular Interest ending
with the designation “A”, a per annum rate equal to the weighted average of the
Expense Adjusted Mortgage Rate of the Group I Mortgage Loans multiplied by
2,
subject to a maximum rate of 10.6060%. With respect to each REMIC I Group I
Regular Interest ending with the designation “B”, the greater of (x) a per annum
rate equal to the excess, if any, of (i) 2 multiplied by the weighted average
of
the Expense Adjusted Mortgage Rate of the Group I Mortgage Loans over (ii)
10.6060% and (y) 0.00%.
With
respect to REMIC I Regular Interest II, a per annum rate equal to the weighted
average of the Expense Adjusted Mortgage Rate of the Group II Mortgage Loans.
With respect to each REMIC I Group II Regular Interest ending with the
designation “A”, a per annum rate equal to the weighted average of the Expense
Adjusted Mortgage Rate of the Group II Mortgage Loans multiplied by 2, subject
to a maximum rate of 10.1850%. With respect to each REMIC I Group II Regular
Interest ending with the designation “B”, the greater of (x) a per annum rate
equal to the excess, if any, of (i) 2 multiplied by the weighted average of
the
Expense Adjusted Mortgage Rate of the Group II Mortgage Loans over (ii) 10.1850%
and (y) 0.00%.
With
respect to REMIC I Regular Interest III, a per annum rate equal to the weighted
average of the Expense Adjusted Mortgage Rate of the Group III Mortgage Loans.
With respect to each REMIC I Group III Regular Interest ending with the
designation “A”, a per annum rate equal to the weighted average of the Expense
Adjusted Mortgage Rate of the Group III Mortgage Loans multiplied by 2, subject
to a maximum rate of 10.1850%. With respect to each REMIC I Group III Regular
Interest ending with the designation “B”, the greater of (x) a per annum rate
equal to the excess, if any, of (i) 2 multiplied by the weighted average of
the
Expense Adjusted Mortgage Rate of the Group III Mortgage Loans over (ii)
10.1850% and (y) 0.00%.
“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 REMIC II
Regular Interests pursuant to Section 2.07, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
II
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of
the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC II
Remittance Rate for REMIC II Regular Interest LTAA minus the Marker Rate,
divided by (b) 12.
“REMIC
II
Marker Allocation Percentage”: 0.50% of any amount payable or loss attributable
from the Mortgage Loans, which shall be allocated to REMIC II Regular Interest
LTAA, REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC
II
Regular Interest LTA3A, REMIC II Regular Interest LTA3B, REMIC II Regular
Interest LTA3C, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7,
REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9 and REMIC II
Regular Interest LTM10, REMIC II Regular Interest LTZZ and REMIC II Regular
Interest LTP.
“REMIC
II
Overcollateralized Amount”: With respect to any date of determination, (i) 0.50%
of the aggregate Uncertificated Balance of the REMIC II Regular Interests (other
than REMIC II Regular Interest LTP) minus (ii) the aggregate Uncertificated
Balance of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2,
REMIC
II Regular Interest LTA3A, REMIC II Regular Interest LTA3B, REMIC II Regular
Interest LTA3C, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7,
REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9 and REMIC II
Regular Interest LTM10, in each case as of such date of
determination.
“REMIC
II
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 II Regular Interest LTA1, REMIC II Regular Interest LTA2,
REMIC
II Regular Interest LTA3A, REMIC II Regular Interest LTA3B, REMIC II Regular
Interest LTA3C, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7,
REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular
Interest LTM10, and the denominator of which is the
aggregate Uncertificated Balance of REMIC II Regular Interest LTA1, REMIC II
Regular Interest LTA2, REMIC II Regular Interest LTA3A, REMIC II Regular
Interest LTA3B, REMIC II Regular Interest LTA3C, REMIC II Regular Interest
LTM1,
REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular
Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6,
REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular
Interest LTM9, REMIC II Regular Interest LTM10 and REMIC II Regular Interest
LTZZ.
“REMIC
II
Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC II issued hereunder and designated as a “regular interest” in
REMIC I. Each REMIC II Regular Interest shall accrue interest at the
related REMIC II Remittance Rate in effect from time to time or shall otherwise
be entitled to interest as set forth herein, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Balance as set forth in
the
Preliminary Statement hereto. The REMIC II Regular Interests are set forth
in
the Preliminary Statement hereto.
“REMIC
II
Remittance Rate”: With respect to REMIC II Regular Interest
LTAA, REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC
II
Regular Interest LTA3A, REMIC II Regular Interest LTA3B, REMIC II Regular
Interest LTA3C, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7,
REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular
Interest LTM10, REMIC II Regular Interest LTZZ, REMIC II Regular Interest LTP,
REMIC II Regular Interest LT1SUB, REMIC II Regular Interest LT2SUB, REMIC II
Regular Interest LT3SUB and REMIC II Regular Interest LTXX, a per annum rate
(but not less than zero) equal to the weighted average of: (w) with respect
to
REMIC I Regular Interest I, REMIC I Regular Interest II and REMIC I Regular
Interest III, the REMIC I Remittance Rate for each such REMIC I Regular Interest
for each such Distribution Date, (x) with respect to each REMIC I Regular
Interest ending with the designation “B”, the weighted average of the REMIC I
Remittance Rates for such REMIC I Regular Interests, weighted on the basis
of
the Uncertificated Balances of such REMIC I Regular Interests for each such
Distribution Date and (y) with respect to REMIC I Regular Interests ending
with
the designation “A”, for each Distribution Date listed below, the weighted
average of the rates listed below for each such REMIC I Regular Interest listed
below, weighted on the basis of the Uncertificated Balances of each such REMIC
I
Regular Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate REMIC II Remittance
Rate
|
|
|
III-1-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate REMIC II Remittance
Rate
|
|
|
2
|
I-2-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-2-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-2-A
through 1II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
|
REMIC
II Remittance Rate
|
|
|
3
|
I-3-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-3-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-3-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
and I-2-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
and II-2-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
and III-2-A
|
REMIC
II Remittance Rate
|
|
|
5
|
I-4-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-4-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-4-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-3-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-3-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-3-A
|
REMIC
II Remittance Rate
|
|
|
5
|
I-5-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-5-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-5-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-4-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-4-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-4-A
|
REMIC
II Remittance Rate
|
|
|
6
|
I-6-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-6-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-6-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-5-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-5-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-5-A
|
REMIC
II Remittance Rate
|
|
|
7
|
I-7-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-7-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-7-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-6-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-6-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-6-A
|
REMIC
II Remittance Rate
|
|
|
8
|
I-8-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-8-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-8-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-7-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-7-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-7-A
|
REMIC
II Remittance Rate
|
|
|
9
|
I-9-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-9-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-9-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-8-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-8-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-8-A
|
REMIC
II Remittance Rate
|
|
|
10
|
I-10-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-10-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-10-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-9-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-9-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-9-A
|
REMIC
II Remittance Rate
|
|
|
11
|
I-11-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-11-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-11-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-10-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-10-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-10-A
|
REMIC
II Remittance Rate
|
|
|
12
|
I-12-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-12-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-12-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-11-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-11-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-11-A
|
REMIC
II Remittance Rate
|
|
|
13
|
I-13-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-13-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-13-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-12-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-12-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-12-A
|
REMIC
II Remittance Rate
|
|
|
14
|
I-14-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-14-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-14-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-13-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-13-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-13-A
|
REMIC
II Remittance Rate
|
|
|
15
|
I-15-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-15-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-15-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-14-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-14-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-14-A
|
REMIC
II Remittance Rate
|
|
|
16
|
I-16-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-16-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-16-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-15-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-15-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-15-A
|
REMIC
II Remittance Rate
|
|
|
17
|
I-17-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-17-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-17-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-16-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-16-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-16-A
|
REMIC
II Remittance Rate
|
|
|
18
|
I-18-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-18-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-18-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-17-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-17-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-17-A
|
REMIC
II Remittance Rate
|
|
|
19
|
I-19-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-19-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-19-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-18-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-18-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-18-A
|
REMIC
II Remittance Rate
|
|
|
20
|
I-20-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-20-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-20-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-19-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-19-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-19-A
|
REMIC
II Remittance Rate
|
|
|
21
|
I-21-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-21-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-21-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-20-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-20-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-20-A
|
REMIC
II Remittance Rate
|
|
|
22
|
I-22-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-22-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-22-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-21-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-21-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-21-A
|
REMIC
II Remittance Rate
|
|
|
23
|
I-23-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-23-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-23-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-22-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-22-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-22-A
|
REMIC
II Remittance Rate
|
|
|
24
|
I-24-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-24-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-24-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-23-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-23-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-23-A
|
REMIC
II Remittance Rate
|
|
|
25
|
I-25-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-25-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-25-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-24-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-24-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-24-A
|
REMIC
II Remittance Rate
|
|
|
26
|
I-26-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-26-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-26-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-25-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-25-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-25-A
|
REMIC
II Remittance Rate
|
|
|
27
|
I-27-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-27-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-27-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-26-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-26-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-26-A
|
REMIC
II Remittance Rate
|
|
|
28
|
I-28-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-28-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-28-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-27-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-27-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-27-A
|
REMIC
II Remittance Rate
|
|
|
29
|
I-29-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-29-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-29-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-28-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-28-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-28-A
|
REMIC
II Remittance Rate
|
|
|
30
|
I-30-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-30-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-30-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-29-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-29-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-29-A
|
REMIC
II Remittance Rate
|
|
|
31
|
I-31-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-31-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-31-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-30-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-30-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-30-A
|
REMIC
II Remittance Rate
|
|
|
32
|
I-32-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-32-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-32-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-31-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-31-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-31-A
|
REMIC
II Remittance Rate
|
|
|
33
|
I-33-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-33-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-33-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-32-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-32-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-32-A
|
REMIC
II Remittance Rate
|
|
|
34
|
I-34-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-34-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-34-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-33-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-33-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-33-A
|
REMIC
II Remittance Rate
|
|
|
35
|
I-35-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-35-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-35-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-34-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-34-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-34-A
|
REMIC
II Remittance Rate
|
|
|
36
|
I-36-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-36-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-36-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-35-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-35-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-35-A
|
REMIC
II Remittance Rate
|
|
|
37
through 41
|
I-37-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-37-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-37-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-36-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-36-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-36-A
|
REMIC
II Remittance Rate
|
|
|
42
|
I-38-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
1-38-A
through 1-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
II-38-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-37-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-37-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-37-A
|
REMIC
II Remittance Rate
|
|
|
43
|
I-39-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-39-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
II-39-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-38-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-38-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-38-A
|
REMIC
II Remittance Rate
|
|
|
44
|
I-40-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-40-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-40-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-39-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-39-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-39-A
|
REMIC
II Remittance Rate
|
|
|
45
|
I-41-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-41-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-41-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-40-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-40-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-40-A
|
REMIC
II Remittance Rate
|
|
|
46
|
I-42-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-42-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-42-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-41-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-41-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-41-A
|
REMIC
II Remittance Rate
|
|
|
47
|
I-43-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-43-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-43-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-42-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-42-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-42-A
|
REMIC
II Remittance Rate
|
|
|
48
|
I-44-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-44-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-44-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-43-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-43-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-43-A
|
REMIC
II Remittance Rate
|
|
|
49
|
I-45-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-45-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-45-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-44-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-44-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-44-A
|
REMIC
II Remittance Rate
|
|
|
50
|
I-46-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-46-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-46-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-45-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-45-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-45-A
|
REMIC
II Remittance Rate
|
|
|
51
|
I-47-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-47-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-47-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-46-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-46-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-46-A
|
REMIC
II Remittance Rate
|
|
|
52
|
I-48-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-48-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-48-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-47-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-47-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-47-A
|
REMIC
II Remittance Rate
|
|
|
53
|
I-49-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-49-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-49-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-48-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-48-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-48-A
|
REMIC
II Remittance Rate
|
|
|
54
|
I-50-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-50-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-50-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-49-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-49-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-49-A
|
REMIC
II Remittance Rate
|
|
|
55
|
I-51-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-51-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-51-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-50-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-50-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-50-A
|
REMIC
II Remittance Rate
|
|
|
56
|
I-52-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-52-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-52-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-51-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-51-A
|
REMIC
II Remittance Rate
|
|
|
1I-1-A
through 1I-51-A
|
REMIC
II Remittance Rate
|
|
|
57
|
I-53-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-53-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-53-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-52-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-52-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-52-A
|
REMIC
II Remittance Rate
|
|
|
58
|
I-54-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-54-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-54-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-53-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-53-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-53-A
|
REMIC
II Remittance Rate
|
|
|
59
|
I-55-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-55-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-55-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-54-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-54-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-54-A
|
REMIC
II Remittance Rate
|
|
|
60
|
I-56-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-56-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-56-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-55-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-55-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-55-A
|
REMIC
II Remittance Rate
|
|
|
61
|
I-57-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-57-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-57-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-56-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-56-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-56-A
|
REMIC
II Remittance Rate
|
|
|
62
|
I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-57-A
|
REMIC
II Remittance Rate
|
|
|
II-1-A
through II-57-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-57-A
|
REMIC
II Remittance Rate
|
|
|
thereafter
|
I-1-A
through I-58-A
|
REMIC
II Remittance Rate
|
|
II-1-A
through II-58-A
|
REMIC
II Remittance Rate
|
|
|
III-1-A
through III-58-A
|
REMIC
II Remittance Rate
|
With
respect to REMIC II Regular Interest LT1GRP, a per annum rate (but not less
than
zero) equal to the weighted average of: (w) with respect to REMIC I Regular
Interest I, the REMIC I Remittance Rate for such REMIC I Regular Interest for
each such Distribution Date, (x) with respect to REMIC I Group I Regular
Interests ending with the designation “B”, the weighted average of the REMIC I
Remittance Rates for such REMIC I Regular Interests, weighted on the basis
of
the Uncertificated Balances of each such REMIC I Regular Interest for each
such
Distribution Date and (y) with respect to REMIC I Group I Regular Interests
ending with the designation “A”, for each Distribution Date listed below, the
weighted average of the rates listed below for such REMIC I Regular Interests
listed below, weighted on the basis of the Uncertificated Balances of each
such
REMIC I Regular Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
I-1-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
2
|
I-2-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
|
REMIC
II Remittance Rate
|
|
|
3
|
I-3-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
and I-2-A
|
REMIC
II Remittance Rate
|
|
|
4
|
I-4-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-3-A
|
REMIC
II Remittance Rate
|
|
|
5
|
I-5-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-4-A
|
REMIC
II Remittance Rate
|
|
|
6
|
I-6-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-5-A
|
REMIC
II Remittance Rate
|
|
|
7
|
I-7-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-6-A
|
REMIC
II Remittance Rate
|
|
|
8
|
I-8-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-7-A
|
REMIC
II Remittance Rate
|
|
|
9
|
I-9-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-8-A
|
REMIC
II Remittance Rate
|
|
|
10
|
I-10-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-9-A
|
REMIC
II Remittance Rate
|
|
|
11
|
I-11-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-10-A
|
REMIC
II Remittance Rate
|
|
|
12
|
I-12-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-11-A
|
REMIC
II Remittance Rate
|
|
|
13
|
I-13-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-12-A
|
REMIC
II Remittance Rate
|
|
|
14
|
I-14-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-13-A
|
REMIC
II Remittance Rate
|
|
|
15
|
I-15-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-14-A
|
REMIC
II Remittance Rate
|
|
|
16
|
I-16-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-15-A
|
REMIC
II Remittance Rate
|
|
|
17
|
I-17-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-16-A
|
REMIC
II Remittance Rate
|
|
|
18
|
I-18-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-17-A
|
REMIC
II Remittance Rate
|
|
|
19
|
I-19-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-18-A
|
REMIC
II Remittance Rate
|
|
|
20
|
I-20-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-19-A
|
REMIC
II Remittance Rate
|
|
|
21
|
I-21-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-20-A
|
REMIC
II Remittance Rate
|
|
|
22
|
I-22-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-21-A
|
REMIC
II Remittance Rate
|
|
|
23
|
I-23-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-22-A
|
REMIC
II Remittance Rate
|
|
|
24
|
I-24-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-23-A
|
REMIC
II Remittance Rate
|
|
|
25
|
I-25-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-24-A
|
REMIC
II Remittance Rate
|
|
|
26
|
I-26-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-25-A
|
REMIC
II Remittance Rate
|
|
|
27
|
I-27-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-26-A
|
REMIC
II Remittance Rate
|
|
|
28
|
I-28-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-27-A
|
REMIC
II Remittance Rate
|
|
|
29
|
I-29-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-28-A
|
REMIC
II Remittance Rate
|
|
|
30
|
I-30-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-29-A
|
REMIC
II Remittance Rate
|
|
|
31
|
I-31-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-30-A
|
REMIC
II Remittance Rate
|
|
|
32
|
I-32-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-31-A
|
REMIC
II Remittance Rate
|
|
|
33
|
I-33-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-32-A
|
REMIC
II Remittance Rate
|
|
|
34
|
I-34-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-33-A
|
REMIC
II Remittance Rate
|
|
|
35
|
I-35-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-34-A
|
REMIC
II Remittance Rate
|
|
|
36
|
I-36-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-35-A
|
REMIC
II Remittance Rate
|
|
|
37
through 41
|
I-37-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-36-A
|
REMIC
II Remittance Rate
|
|
|
42
|
I-38-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-37-A
|
REMIC
II Remittance Rate
|
|
|
43
|
I-39-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-38-A
|
REMIC
II Remittance Rate
|
|
|
44
|
I-40-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-39-A
|
REMIC
II Remittance Rate
|
|
|
45
|
I-41-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-40-A
|
REMIC
II Remittance Rate
|
|
|
46
|
I-42-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-41-A
|
REMIC
II Remittance Rate
|
|
|
47
|
I-43-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-42-A
|
REMIC
II Remittance Rate
|
|
|
48
|
I-44-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-43-A
|
REMIC
II Remittance Rate
|
|
|
49
|
I-45-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-44-A
|
REMIC
II Remittance Rate
|
|
|
50
|
I-46-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-45-A
|
REMIC
II Remittance Rate
|
|
|
51
|
I-47-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-46-A
|
REMIC
II Remittance Rate
|
|
|
52
|
I-48-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-47-A
|
REMIC
II Remittance Rate
|
|
|
53
|
I-49-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-48-A
|
REMIC
II Remittance Rate
|
|
|
54
|
I-50-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-49-A
|
REMIC
II Remittance Rate
|
|
|
55
|
I-51-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-50-A
|
REMIC
II Remittance Rate
|
|
|
56
|
I-52-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-51-A
|
REMIC
II Remittance Rate
|
|
|
57
|
I-53-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-52-A
|
REMIC
II Remittance Rate
|
|
|
58
|
I-54-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-53-A
|
REMIC
II Remittance Rate
|
|
|
59
|
||
|
I-55-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
I-1-A
through I-54-A
|
REMIC
II Remittance Rate
|
|
|
60
|
I-56-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-57-A
|
REMIC
II Remittance Rate
|
|
|
61
|
I-57-A
through I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-56-A
|
REMIC
II Remittance Rate
|
|
|
62
|
I-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
I-1-A
through I-57-A
|
REMIC
II Remittance Rate
|
|
|
thereafter
|
I-1-A
through I-58-A
|
REMIC
II Remittance Rate
|
With
respect to REMIC II Regular Interest LT2GRP, a per annum rate (but not less
than
zero) equal to the weighted average of: (w) with respect to REMIC I Regular
Interest II, the REMIC I Remittance Rate for such REMIC I Regular Interest
for
each such Distribution Date, (x) with respect to REMIC I Group II Regular
Interests ending with the designation “B”, the weighted average of the REMIC I
Remittance Rates for such REMIC I Regular Interests, weighted on the basis
of
the Uncertificated Balances of each such REMIC I Regular Interest for each
such
Distribution Date and (y) with respect to REMIC I Group II Regular Interests
ending with the designation “A”, for each Distribution Date listed below, the
weighted average of the rates listed below for such REMIC I Regular Interests
listed below, weighted on the basis of the Uncertificated Balances of each
such
REMIC I Regular Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
II-1-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
2
|
II-2-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
|
REMIC
II Remittance Rate
|
|
|
3
|
II-3-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
and II-2-A
|
REMIC
II Remittance Rate
|
|
|
4
|
II-4-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-3-A
|
REMIC
II Remittance Rate
|
|
|
5
|
II-5-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-4-A
|
REMIC
II Remittance Rate
|
|
|
6
|
II-6-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-5-A
|
REMIC
II Remittance Rate
|
|
|
7
|
II-7-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-6-A
|
REMIC
II Remittance Rate
|
|
|
8
|
II-8-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-7-A
|
REMIC
II Remittance Rate
|
|
|
9
|
II-9-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-8-A
|
REMIC
II Remittance Rate
|
|
|
10
|
II-10-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-9-A
|
REMIC
II Remittance Rate
|
|
|
11
|
II-11-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-10-A
|
REMIC
II Remittance Rate
|
|
|
12
|
II-12-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-11-A
|
REMIC
II Remittance Rate
|
|
|
13
|
II-13-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-12-A
|
REMIC
II Remittance Rate
|
|
|
14
|
II-14-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-13-A
|
REMIC
II Remittance Rate
|
|
|
15
|
II-15-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-14-A
|
REMIC
II Remittance Rate
|
|
|
16
|
II-16-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-15-A
|
REMIC
II Remittance Rate
|
|
|
17
|
II-17-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-16-A
|
REMIC
II Remittance Rate
|
|
|
18
|
II-18-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-17-A
|
REMIC
II Remittance Rate
|
|
|
19
|
II-19-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-18-A
|
REMIC
II Remittance Rate
|
|
|
20
|
II-20-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-19-A
|
REMIC
II Remittance Rate
|
|
|
21
|
II-21-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-20-A
|
REMIC
II Remittance Rate
|
|
|
22
|
II-22-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-21-A
|
REMIC
II Remittance Rate
|
|
|
23
|
II-23-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-22-A
|
REMIC
II Remittance Rate
|
|
|
24
|
II-24-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-23-A
|
REMIC
II Remittance Rate
|
|
|
25
|
II-25-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-24-A
|
REMIC
II Remittance Rate
|
|
|
26
|
II-26-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-25-A
|
REMIC
II Remittance Rate
|
|
|
27
|
II-27-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-26-A
|
REMIC
II Remittance Rate
|
|
|
28
|
II-28-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-27-A
|
REMIC
II Remittance Rate
|
|
|
29
|
II-29-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-28-A
|
REMIC
II Remittance Rate
|
|
|
30
|
II-30-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-29-A
|
REMIC
II Remittance Rate
|
|
|
31
|
II-31-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-30-A
|
REMIC
II Remittance Rate
|
|
|
32
|
II-32-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-31-A
|
REMIC
II Remittance Rate
|
|
|
33
|
II-33-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-32-A
|
REMIC
II Remittance Rate
|
|
|
34
|
II-34-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-33-A
|
REMIC
II Remittance Rate
|
|
|
35
|
II-35-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-34-A
|
REMIC
II Remittance Rate
|
|
|
36
|
II-36-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-35-A
|
REMIC
II Remittance Rate
|
|
|
37
through 41
|
II-37-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-36-A
|
REMIC
II Remittance Rate
|
|
|
42
|
II-38-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-37-A
|
REMIC
II Remittance Rate
|
|
|
43
|
II-39-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-38-A
|
REMIC
II Remittance Rate
|
|
|
44
|
II-40-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-39-A
|
REMIC
II Remittance Rate
|
|
|
45
|
II-41-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-40-A
|
REMIC
II Remittance Rate
|
|
|
46
|
II-42-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-41-A
|
REMIC
II Remittance Rate
|
|
|
47
|
II-43-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-42-A
|
REMIC
II Remittance Rate
|
|
|
48
|
II-44-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-43-A
|
REMIC
II Remittance Rate
|
|
|
49
|
II-45-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-44-A
|
REMIC
II Remittance Rate
|
|
|
50
|
II-46-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-45-A
|
REMIC
II Remittance Rate
|
|
|
51
|
II-47-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-46-A
|
REMIC
II Remittance Rate
|
|
|
52
|
II-48-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-47-A
|
REMIC
II Remittance Rate
|
|
|
53
|
II-49-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-48-A
|
REMIC
II Remittance Rate
|
|
|
54
|
II-50-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-49-A
|
REMIC
II Remittance Rate
|
|
|
55
|
II-51-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-50-A
|
REMIC
II Remittance Rate
|
|
|
56
|
II-52-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-51-A
|
REMIC
II Remittance Rate
|
|
|
57
|
II-53-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-52-A
|
REMIC
II Remittance Rate
|
|
|
58
|
II-54-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-53-A
|
REMIC
II Remittance Rate
|
|
|
59
|
||
|
II-55-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
II-1-A
through II-54-A
|
REMIC
II Remittance Rate
|
|
|
60
|
II-56-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-57-A
|
REMIC
II Remittance Rate
|
|
|
61
|
II-57-A
through II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-56-A
|
REMIC
II Remittance Rate
|
|
|
62
|
II-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
II-1-A
through II-57-A
|
REMIC
II Remittance Rate
|
|
|
thereafter
|
II-1-A
through II-58-A
|
REMIC
II Remittance Rate
|
With
respect to REMIC II Regular Interest LT3GRP, a per annum rate (but not less
than
zero) equal to the weighted average of: (w) with respect to REMIC I Regular
Interest III, the REMIC I Remittance Rate for such REMIC I Regular Interest
for
each such Distribution Date, (x) with respect to REMIC I Group III Regular
Interests ending with the designation “B”, the weighted average of the REMIC I
Remittance Rates for such REMIC I Regular Interests, weighted on the basis
of
the Uncertificated Balances of each such REMIC I Regular Interest for each
such
Distribution Date and (y) with respect to REMIC I Group III Regular Interests
ending with the designation “A”, for each Distribution Date listed below, the
weighted average of the rates listed below for such REMIC I Regular Interests
listed below, weighted on the basis of the Uncertificated Balances of each
such
REMIC I Regular Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1
|
III-1-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
2
|
III-2-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
|
REMIC
II Remittance Rate
|
|
|
3
|
III-3-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
and III-2-A
|
REMIC
II Remittance Rate
|
|
|
4
|
III-4-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-3-A
|
REMIC
II Remittance Rate
|
|
|
5
|
III-5-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-4-A
|
REMIC
II Remittance Rate
|
|
|
6
|
III-6-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-5-A
|
REMIC
II Remittance Rate
|
|
|
7
|
III-7-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-6-A
|
REMIC
II Remittance Rate
|
|
|
8
|
III-8-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-7-A
|
REMIC
II Remittance Rate
|
|
|
9
|
III-9-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-8-A
|
REMIC
II Remittance Rate
|
|
|
10
|
III-10-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-9-A
|
REMIC
II Remittance Rate
|
|
|
11
|
III-11-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-10-A
|
REMIC
II Remittance Rate
|
|
|
12
|
III-12-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-11-A
|
REMIC
II Remittance Rate
|
|
|
13
|
III-13-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-12-A
|
REMIC
II Remittance Rate
|
|
|
14
|
III-14-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-13-A
|
REMIC
II Remittance Rate
|
|
|
15
|
III-15-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-14-A
|
REMIC
II Remittance Rate
|
|
|
16
|
III-16-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-15-A
|
REMIC
II Remittance Rate
|
|
|
17
|
III-17-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-16-A
|
REMIC
II Remittance Rate
|
|
|
18
|
III-18-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-17-A
|
REMIC
II Remittance Rate
|
|
|
19
|
III-19-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-18-A
|
REMIC
II Remittance Rate
|
|
|
20
|
III-20-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-19-A
|
REMIC
II Remittance Rate
|
|
|
21
|
III-21-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-20-A
|
REMIC
II Remittance Rate
|
|
|
22
|
III-22-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-21-A
|
REMIC
II Remittance Rate
|
|
|
23
|
III-23-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-22-A
|
REMIC
II Remittance Rate
|
|
|
24
|
III-24-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-23-A
|
REMIC
II Remittance Rate
|
|
|
25
|
III-25-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-24-A
|
REMIC
II Remittance Rate
|
|
|
26
|
III-26-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-25-A
|
REMIC
II Remittance Rate
|
|
|
27
|
III-27-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-26-A
|
REMIC
II Remittance Rate
|
|
|
28
|
III-28-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-27-A
|
REMIC
II Remittance Rate
|
|
|
29
|
III-29-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-28-A
|
REMIC
II Remittance Rate
|
|
|
30
|
III-30-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-29-A
|
REMIC
II Remittance Rate
|
|
|
31
|
III-31-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-30-A
|
REMIC
II Remittance Rate
|
|
|
32
|
III-32-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-31-A
|
REMIC
II Remittance Rate
|
|
|
33
|
III-33-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-32-A
|
REMIC
II Remittance Rate
|
|
|
34
|
III-34-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-33-A
|
REMIC
II Remittance Rate
|
|
|
35
|
III-35-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-34-A
|
REMIC
II Remittance Rate
|
|
|
36
|
III-36-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-35-A
|
REMIC
II Remittance Rate
|
|
|
37
through 41
|
III-37-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-36-A
|
REMIC
II Remittance Rate
|
|
|
42
|
III-38-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-37-A
|
REMIC
II Remittance Rate
|
|
|
43
|
III-39-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-38-A
|
REMIC
II Remittance Rate
|
|
|
44
|
III-40-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-39-A
|
REMIC
II Remittance Rate
|
|
|
45
|
III-41-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-40-A
|
REMIC
II Remittance Rate
|
|
|
46
|
III-42-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-41-A
|
REMIC
II Remittance Rate
|
|
|
47
|
III-43-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-42-A
|
REMIC
II Remittance Rate
|
|
|
48
|
III-44-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-43-A
|
REMIC
II Remittance Rate
|
|
|
49
|
III-45-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-44-A
|
REMIC
II Remittance Rate
|
|
|
50
|
III-46-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-45-A
|
REMIC
II Remittance Rate
|
|
|
51
|
III-47-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-46-A
|
REMIC
II Remittance Rate
|
|
|
52
|
III-48-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-47-A
|
REMIC
II Remittance Rate
|
|
|
53
|
III-49-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-48-A
|
REMIC
II Remittance Rate
|
|
|
54
|
III-50-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-49-A
|
REMIC
II Remittance Rate
|
|
|
55
|
III-51-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-50-A
|
REMIC
II Remittance Rate
|
|
|
56
|
III-52-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-51-A
|
REMIC
II Remittance Rate
|
|
|
57
|
III-53-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-52-A
|
REMIC
II Remittance Rate
|
|
|
58
|
III-54-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-53-A
|
REMIC
II Remittance Rate
|
|
|
59
|
||
|
III-55-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
|
III-1-A
through III-54-A
|
REMIC
II Remittance Rate
|
|
|
60
|
III-56-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-57-A
|
REMIC
II Remittance Rate
|
|
|
61
|
III-57-A
through III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-56-A
|
REMIC
II Remittance Rate
|
|
|
62
|
III-58-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC II Remittance
Rate
|
|
III-1-A
through III-57-A
|
REMIC
II Remittance Rate
|
|
|
thereafter
|
III-1-A
through III-58-A
|
REMIC
II Remittance Rate
|
With
respect to REMIC II Regular Interest LTIO, and (i) the first Distribution Date
through the 62nd Distribution
Date, the excess of (x) the weighted average of the REMIC I Remittance Rates
for
REMIC I Regular Interests ending with the designation “A”, over (y) 2 multiplied
by Swap LIBOR and (iii) thereafter, 0.00%.
“REMIC
II Required Overcollateralized Amount”: 0.50% of the Overcollateralization
Target Amount.
“REMIC
II
Sub WAC Allocation Percentage”: 50% of any amount payable from or loss
attributable to the Mortgage Loans, which shall be allocated to REMIC II Regular
Interest LT1SUB, REMIC II Regular Interest LT1GRP, REMIC II Regular Interest
LT2SUB, REMIC II Regular Interest LT2GRP, REMIC II Regular Interest LT3SUB,
REMIC II Regular Interest LT3GRP and REMIC II Regular Interest
LTXX.
“REMIC
II
Subordinated Balance Ratio”: The ratio between the Uncertificated Balances of
each REMIC II Regular Interest ending with the designation “SUB,” equal to the
ratio between, with respect to each such REMIC II Regular Interest, the excess
of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan Group over (y) the current Certificate Principal Balance of Class
A
Certificates in the related Loan Group.
“REMIC
III”: The segregated pool of assets consisting of all of the REMIC II Regular
Interests conveyed in trust to the Trustee, for the benefit of the Class A
Certificates, the Mezzanine Certificates, the Class CE Interest, the Class
P
Interest, the Class IO Interest and the Class R-III Interest and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.
“REMIC
IV”: The segregated pool of assets consisting of all of the Class CE Interest
conveyed in trust to the Trust Administrator, for the benefit of the Class
CE
Certificates, and the Class R-IV Interest and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
V”: The segregated pool of assets consisting of all of the Class P Interest
conveyed in trust to the Trust Administrator, for the benefit of the Class
P
Certificates, and the Class R-V Interest and all amounts deposited therein,
with
respect to which a separate REMIC election is to be made.
“REMIC
VI”: The segregated pool of assets consisting of all of the Class IO Interest
conveyed in trust to the Trust Administrator, for the benefit of REMIC VI
Regular Interest SWAP IO, and the Class R-VI Interest and all amounts deposited
therein, with respect to which a separate REMIC election is to be
made.
“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at Section 860A through 860G of
the
Code, and related provisions, and proposed, temporary and final regulations
and
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
“REMIC
Regular Interests”: The REMIC I Regular Interests, the Class CE Interest, the
Class P Interest and the Class IO Interest.
“Remittance
Report”: A report in form and substance acceptable to the Trust Administrator
and the Servicer in an electronic data file or tape prepared by the Servicer
pursuant to Section 4.03 with such additions, deletions and modifications as
agreed to by the Trust Administrator and the Servicer.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code as being included in the
term
“rents from real property.”
“REO
Account”: The account or accounts maintained by the Servicer in respect of an
REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of any
Trust REMIC.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of REMIC I, one month’s interest at the
applicable Mortgage Loan Remittance Rate on the Stated Principal Balance of
such
REO Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the close of business on the Distribution
Date in such calendar month.
“REO
Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section
3.23.
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Residential
Dwelling”: Any one of the following: (i) an attached or detached one- family
dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a 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)).
“Residual
Certificates”: The Class R Certificates and the Class R-X
Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trust Administrator, the President, any
vice president, any assistant vice president, the Secretary, any assistant
secretary, the Treasurer, any assistant treasurer, any trust officer or
assistant trust officer, the Controller and any assistant controller or any
other officer thereof customarily performing functions similar to those
performed by any of the above designated officers and, with respect to a
particular matter relating to this Agreement, to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject. When used with respect to the Trustee, any officer of the
Trustee with direct responsibility for the administration of this Agreement
and,
with respect to a particular matter relating to this Agreement, to whom such
matter is referred because of such officer’s knowledge of and familiarity with
the particular subject.
“Reuters
Screen LIBOR01 Page”: The display page currently so designated on the
Reuters Monitor Money Rates Service (or such other page as may replace that
page
on that service for the purpose of displaying comparable rates or
prices).
“S&P” Standard
& Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies, Inc., or
its successors in interest.
“Scheduled
Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off
Date, the outstanding principal balance of such Mortgage Loan as of such date,
net of the principal portion of all unpaid Monthly Payments, if any, due on
or
before such date; (b) as of any Due Date subsequent to the Cut-off Date up
to
and including the Due Date in the calendar month in which a Liquidation Event
occurs with respect to such Mortgage Loan, the Scheduled Principal Balance
of
such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal
portion of each Monthly Payment due on or before such Due Date but subsequent
to
the Cut-off Date, whether or not received, (ii) all Principal Prepayments
received before such Due Date but after the Cut-off Date, (iii) the principal
portion of all Liquidation Proceeds and Insurance Proceeds received before
such
Due Date but after the Cut-off Date, net of any portion thereof that represents
principal due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) on a Due Date occurring on or before the date on
which such proceeds were received and (iv) any Realized Loss incurred with
respect thereto as a result of a Deficient Valuation occurring before such
Due
Date, but only to the extent such Realized Loss represents a reduction in the
portion of principal of such Mortgage Loan not yet due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) as of
the
date of such Deficient Valuation; and (c) as of any Due Date subsequent to
the
occurrence of a Liquidation Event with respect to such Mortgage Loan, zero.
With
respect to any REO Property: (a) as of any Due Date subsequent to the date
of
its acquisition on behalf of the Trust Fund up to and including the Due Date
in
the calendar month in which a Liquidation Event occurs with respect to such
REO
Property, an amount (not less than zero) equal to the Scheduled Principal
Balance of the related Mortgage Loan as of the Due Date in the calendar month
in
which such REO Property was acquired minus the principal portion of each Monthly
Payment that would have become due on such related Mortgage Loan after such
REO
Property was acquired if such Mortgage Loan had not been converted to an REO
Property; and (b) as of any Due Date subsequent to the occurrence of a
Liquidation Event with respect to such REO Property, zero.
“Senior
Enhancement Percentage”: With respect to any Distribution Date, the
percentage obtained by dividing (x) the aggregate Certificate Principal Balance
of the Mezzanine Certificates and the Class CE Certificates, calculated after
taking into account distribution of the Group I Principal Distribution Amount,
the Group II Principal Distribution Amount and the Group III Principal
Distribution Amount to Holders of the Certificates then entitled to
distributions thereof on the related Distribution Date by (y) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period).
“Senior
Interest Distribution Amount”: With respect to any Distribution Date, the Senior
Interest Distribution Amount for each Class of Class A Certificates is equal
to
the sum of the Interest Distribution Amount for that Class for that Distribution
Date and the Interest Carry Forward Amount, if any, for that Class for that
Distribution Date.
“Senior
Principal Distribution Amount”: With respect to any Distribution
Date, an amount equal to the sum of (i) the Group I Senior Principal
Distribution Amount, (ii) the Group II Senior Principal Distribution Amount
and
(iii) the Group III Senior Principal Distribution Amount.
“Servicer”: Countrywide
Home Loans Servicing LP, or its successor in interest.
“Servicer
Event of Default”: One or more of the events described in Section
7.01.
“Servicer
Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
respect of any waived Prepayment Charges pursuant to Section 3.01.
“Servicer
Remittance Date”: With respect to any Distribution Date, the 19th day of
the
calendar month in which such Distribution Date occurs or, if such 19th day is
not a
Business Day, the Business Day immediately following.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the
Servicer in connection with a default, delinquency or other unanticipated event
by the Servicer in the performance of its servicing obligations, including,
but
not limited to, the cost of (i) the preservation, restoration, inspection and
protection of a Mortgaged Property, (ii) any enforcement, administration or
judicial proceedings, including foreclosures, in respect of a particular
Mortgage Loan, including any expenses incurred in relation to any such
proceedings that result from the Mortgage Loan being registered on the MERS
System, (iii) the management (including reasonable fees in connection therewith)
and liquidation of any REO Property, (iv) taxes, assessments, water rates,
sewer
rents and other charges which are or may become a lien upon the Mortgage
Property and (v) the performance of its obligations under Section 3.01, Section
3.09, Section 3.13, Section 3.14, Section 3.16 and Section
3.23. Servicing Advances shall also include any reasonable
“out-of-pocket” costs and expenses (including legal fees) incurred by the
Servicer in connection with executing and recording instruments of satisfaction,
deeds of reconveyance or Assignments of Mortgage in connection with any
foreclosure in respect of any Mortgage Loan to the extent not recovered from
the
related Mortgagor or otherwise payable under this Agreement. The
Servicer shall not be required to make any Servicing Advance in respect of
a
Mortgage Loan or REO Property that, in the good faith business judgment of
the
Servicer would not be ultimately recoverable from related Insurance Proceeds
or
Liquidation Proceeds on such Mortgage Loan or REO Property as provided
herein. The Servicer shall not be required to make any Servicing
Advance that would be a Nonrecoverable Advance.
“Servicing
Fee”: With respect to each Mortgage Loan, the amount of the annual fee paid to
the Servicer, which shall, for a period of one full month (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), be equal to one-twelfth of the product
of
(a) the Servicing Fee Rate (without regard to the words “per annum”) and (b) the
outstanding principal balance of such Mortgage Loan. Such fee shall
be payable monthly, computed on the basis of the same principal amount and
period respecting which any related interest payment on a Mortgage Loan is
received. The obligation for payment of the Servicing Fee is limited
to, and the Servicing Fee is payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds) of
such Monthly Payment collected by the Servicer, or as otherwise provided under
Section 3.11.
“Servicing
Fee Rate”: With respect to each Mortgage Loan, the rate of 0.500% per
annum.
“Servicing
Function Participant”: Any Sub-Servicer or Subcontractor, other than
the Servicer, the Trust Administrator, the Custodian and the Trustee, that
is
determined by the Servicer to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB.
“Servicing
Officer”: Any employee of the Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans, whose name appear on a
list
of Servicing Officers furnished by the Servicer to the Trust Administrator,
the
Trustee and the Depositor, upon request, as such list may from time to time
be
amended.
“Significance
Percentage”: With respect to the Interest Rate Swap 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 Swap Agreement (assuming that one-month LIBOR for each
remaining Calculation Period (as defined in the Interest Rate Swap 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
, us
, 3 ; (2) the Forwards shall be set to “1-Mo”; (3) the Intervals shall be set to
“1-Mo”; and (4) the Points shall be set to equal the remaining term of the
Interest Rate Swap Agreement in months and the Trust Administrator shall click
(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 Trust Administrator is entitled to
receive payments under the Interest Rate Swap 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 Floating Rate
Certificates on such Distribution Date (after giving effect to all distributions
on such Distribution Date).
“Single
Certificate”: With respect to any Class of Certificates (other than the Residual
Certificates), a hypothetical Certificate of such Class evidencing a Percentage
Interest for such Class corresponding to an initial Certificate Principal
Balance or Notional Amount of $1,000. With respect to the Class P and 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.
“Startup
Day”: With respect to any Trust REMIC, the day designated as such pursuant to
Section 10.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the Scheduled Principal Balance of such Mortgage Loan
as
of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum
of
(i) the principal portion of each Monthly Payment due on a Due Date subsequent
to the Cut-off Date, to the extent received from the Mortgagor or advanced
by
the Servicer and distributed pursuant to Section 4.01 on or before such date
of
determination, (ii) all Principal Prepayments received after the Cut-off Date,
to the extent distributed pursuant to Section 4.01 on or before such date of
determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied
by
the Servicer as recoveries of principal in accordance with the provisions of
Section 3.16, to the extent distributed pursuant to Section 4.01 on or before
such date of determination, and (iv) any Realized Loss incurred with respect
thereto as a result of a Deficient Valuation made during or prior to the
Prepayment Period for the most recent Distribution Date coinciding with or
preceding such date of determination; and (b) as of any date of determination
coinciding with or subsequent to the Distribution Date on which the proceeds,
if
any, of a Liquidation Event with respect to such Mortgage Loan would be
distributed, zero. With respect to any REO Property: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property
would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of the Trust Fund, minus, the principal portion of
Monthly Payments that would have become due on such related Mortgage Loan after
such REO Property was acquired if such Mortgage Loan had not been converted
to
an REO Property, to the extent advanced by the Servicer and distributed pursuant
to Section 4.01 on or before such date of determination; and (b) as of any
date
of determination coinciding with or subsequent to the Distribution Date on
which
the proceeds, if any, of a Liquidation Event with respect to such REO Property
would be distributed, zero.
“Stayed
Funds”: If the Servicer is the subject of a proceeding under the federal
Bankruptcy Code and the making of any payment required to be made under the
terms of the Certificates and this Agreement is prohibited by Section 362 of
the
federal Bankruptcy Code, funds which are in the custody of the Servicer, a
trustee in bankruptcy or a federal bankruptcy court and should have been the
subject of such Remittance absent such prohibition.
“Stepdown
Date”: The earlier to occur of (i) the 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 July 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 Group I Principal Distribution Amount,
the
Group II Principal Distribution Amount and the Group III Principal Distribution
Amount to the Certificates then entitled to distributions of principal on such
Distribution Date) is equal to or greater than 49.50%.
“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Servicer and is
responsible for the performance (whether directly or through Sub-Servicers
or
Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Servicer under this Agreement that are
identified in Item 1122(d) of Regulation AB; provided, however, that (i) any
Sub-Servicer must meet the qualifications of a Sub-Servicer pursuant to Section
3.02 and (ii) the term “Sub-Servicer” shall not include any master servicer, or
any special servicer engaged at the request of the Depositor, nor any “back-up
servicer” or trustee performing servicing functions.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the
Servicer.
“Sub-Servicing
Agreement”: The written contract between the Servicer and a Sub-Servicer
relating to servicing and administration of certain Mortgage Loans as provided
in Section 3.02.
“Subcontractor”: Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect
to
Mortgage Loans under the direction or authority of the Servicer (or a
Sub-Servicer of the Servicer), the Trust Administrator, the Trustee or the
Custodian.
“Subordinate
Certificates”: Collectively, the Mezzanine Certificates and the Class CE
Certificates.
“Subsequent
Recoveries”: As of any Distribution Date, amounts received by the Trust Fund
(net of any related expenses permitted to be reimbursed to the related
Sub-Servicer or the Servicer from such amounts under the related Sub-Servicing
Agreement or hereunder) specifically related to a Mortgage Loan that was the
subject of a liquidation or an REO Disposition prior to the related Prepayment
Period that resulted in a Realized Loss.
“Substitution
Shortfall Amount”: As defined in Section 2.03(d) hereof.
“Successful
Auction”: An auction held pursuant to Section 9.03 at which at least
three Qualified Bidders submitted bids and at least one of those bids was an
Acceptable Bid Amount.
“Supplemental
Interest Trust”: As defined in Section 4.08.
“Supplemental
Interest Trust Trustee”: Citibank, N.A., a national banking
association, not in its individual capacity but solely in its capacity as
Supplemental Interest Trust Trustee, and any successor thereto.
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.08. The Swap Account must be an Eligible Account.
“Swap
Credit Support Annex”: The credit support annex, dated as of June 29,
2007, between the Supplemental Interest Trust Trustee and the Swap Provider,
which is annexed to and forms part of the Swap Agreement.
“Swap
Expense Fee Rate”: With respect to each Distribution Date, 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 Net Swap Payment and any Swap Termination
Payment (other than any Swap Termination Payment resulting from a Swap Provider
Trigger Event) owed to the Swap Provider for such Distribution Date and the
denominator of which is 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 related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period)
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Pass-Through
Rate
due to a discrepancy between the Uncertificated Notional Amount of REMIC VI
Regular Interest SWAP IO and the scheduled notional amount.
“Swap
LIBOR”: A per annum
rate equal to the floating rate payable by the Swap Provider under the
Interest Rate
Swap
Agreement.
“Swap
Provider”: The swap provider under the Swap
Agreement. Initially, the Swap Provider shall be Bear Xxxxxxx
Financial Products Inc.
“Swap
Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
an Event of Default under the Interest Rate Swap Agreement with respect to
which
the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap
Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
with
respect to which the Swap Provider is the sole Affected Party (as defined in
the
Interest Rate Swap Agreement) or (iii) an Additional Termination Event under
the
Interest Rate Swap Agreement with respect to which the Swap Provider is the
sole
Affected Party.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on
behalf of any 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.
“Termination
Price”: As defined in Section 9.01.
“Terminator”:
As defined in Section 9.01.
“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 32.32% 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 Due Period (after giving effect to scheduled payments
of
principal due during the related Due Period, to the extent received or advances,
and unscheduled collections of principal received during 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 (the “Realized Loss Percentage”):
|
Distribution
Date Occurring In
|
Percentage
|
|
July
2009 through June 2010
|
1.45%
for the first month plus an additional 1/12th of 1.75%% for each
month
thereafter
|
|
July
2010 through June 2011
|
3.20%
for the first month plus an additional 1/12th of 1.85% for each month
thereafter
|
|
July
2011 through June 2012
|
5.05%
for the first month plus an additional 1/12th of 1.50%% for each
month
thereafter
|
|
July
2012 through June 2013
|
6.55%
for the first month plus an additional 1/12th of 0.85% for each month
thereafter
|
|
July
2013 and thereafter
|
7.40%
|
“Trust”: Citigroup
Mortgage Loan Trust 2007- AHL3.
“Trust
Administrator”: Citibank, N.A., or its successor in interest, or any successor
trust administrator appointed as herein provided.
“Trust
Fund”: Collectively, all of the assets of each Trust REMIC, the Net WAC Rate
Carryover Reserve Account, the Interest Rate Swap Agreement, the Swap Account,
Servicer Prepayment Charge Payment Amounts and the other assets conveyed by
the
Depositor to the Trustee pursuant to Section 2.01.
“Trust
REMIC”: Any of REMIC I, REMIC III, REMIC IV and REMIC V.
“Trustee”:
U.S. Bank National Association, or its successor in interest, or any successor
trustee appointed as herein provided.
“Uncertificated
Balance”: The amount of any REMIC Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Balance of
each REMIC Regular Interest shall equal the amount set forth in the Preliminary
Statement hereto as its initial Uncertificated Balance. On each Distribution
Date, the Uncertificated Balance of each REMIC Regular Interest shall be reduced
by all distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 4.01 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.04. The Uncertificated Balance of REMIC II
Regular Interest LTZZ shall be increased by interest deferrals as provided
in
Section 4.01. With respect to the Class CE Interest as of any date of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 1 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Floating Rate Certificates
and the Class P Certificates then outstanding. The Uncertificated Principal
Balance of each REMIC Regular Interest that has an Uncertificated Principal
Balance shall never be less than zero.
“Uncertificated
Interest”: With respect to any REMIC Regular Interest for any Distribution Date,
one month’s interest at the 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 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.
“Uncertificated
Notional Amount”: With respect to REMIC II Regular Interest LTIO and
each Distribution Date listed below, the aggregate Uncertificated Balance of
the
REMIC I Regular Interests ending with the designation “A” listed
below:
|
Distribution
Date
|
REMIC
II Regular Interests
|
|
1
|
I-1-A
through I-58-A, II-1-A through II-58-A and III-1-A through
III-58-A
|
|
2
|
I-2-A
through I-58-A, II-2-A through II-58-A and III-2-A through
III-58-A
|
|
3
|
I-3-A
through I-58-A, II-3-A through II-58-A and III-3-A through
III-58-A
|
|
4
|
I-4-A
through I-58-A, II-4-A through II-58-A and III-4-A through
III-58-A
|
|
5
|
I-5-A
through I-58-A, II-5-A through II-58-A and III-5-A through
III-58-A
|
|
6
|
I-6-A
through I-58-A, II-6-A through II-58-A and III-6-A through
III-58-A
|
|
7
|
I-7-A
through I-58-A, II-7-A through II-58-A and III-7-A through
III-58-A
|
|
8
|
I-8-A
through I-58-A, II-8-A through II-58-A and III-8-A through
III-58-A
|
|
9
|
I-9-A
through I-58-A, II-9-A through II-58-A and III-9-A through
III-58-A
|
|
10
|
I-10-A
through I-58-A, II-10-A through II-58-A and III-10-A through
III-58-A
|
|
11
|
I-11-A
through I-58-A, II-11-A through II-58-A and III-11-A through
III-58-A
|
|
12
|
I-12-A
through I-58-A, II-12-A through II-58-A and III-12-A through
III-58-A
|
|
13
|
I-13-A
through I-58-A, II-13-A through II-58-A and III-13-A through
III-58-A
|
|
14
|
I-14-A
through I-58-A, II-14-A through II-58-A and III-14-A through
III-58-A
|
|
15
|
I-15-A
through I-58-A, II-15-A through II-58-A and III-15-A through
III-58-A
|
|
16
|
I-16-A
through I-58-A, II-16-A through II-58-A and III-16-A through
III-58-A
|
|
17
|
I-17-A
through I-58-A, II-17-A through II-58-A and III-17-A through
III-58-A
|
|
18
|
I-18-A
through I-58-A, II-18-A through II-58-A and III-18-A through
III-58-A
|
|
19
|
I-19-A
through I-58-A, II-19-A through II-58-A and III-19-A through
III-58-A
|
|
20
|
I-20-A
through I-58-A, II-20-A through II-58-A and III-20-A through
III-58-A
|
|
21
|
I-21-A
through I-58-A, II-21-A through II-58-A and III-21-A through
III-58-A
|
|
22
|
I-22-A
through I-58-A, II-22-A through II-58-A and III-22-A through
III-58-A
|
|
23
|
I-23-A
through I-58-A, II-23-A through II-58-A and III-23-A through
III-58-A
|
|
24
|
I-24-A
through I-58-A, II-24-A through II-58-A and III-24-A through
III-58-A
|
|
25
|
I-25-A
through I-58-A, II-25-A through II-58-A and III-25-A through
III-58-A
|
|
26
|
I-26-A
through I-58-A, II-26-A through II-58-A and III-26-A through
III-58-A
|
|
27
|
I-27-A
through I-58-A, II-27-A through II-58-A and III-27-A through
III-58-A
|
|
28
|
I-28-A
through I-58-A, II-28-A through II-58-A and III-28-A through
III-58-A
|
|
29
|
I-29-A
through I-58-A, II-29-A through II-58-A and III-29-A through
III-58-A
|
|
30
|
I-30-A
through I-58-A, II-30-A through II-58-A and III-30-A through
III-58-A
|
|
31
|
I-31-A
through I-58-A, II-31-A through II-58-A and III-31-A through
III-58-A
|
|
32
|
I-32-A
through I-58-A, II-32-A through II-58-A and III-32-A through
III-58-A
|
|
33
|
I-33-A
through I-58-A, II-33-A through II-58-A and III-33-A through
III-58-A
|
|
34
|
I-34-A
through I-58-A, II-34-A through II-58-A and III-34-A through
III-58-A
|
|
35
|
I-35-A
through I-58-A, II-35-A through II-58-A andIII-35-A through
III-58-A
|
|
36
|
I-36-A
through I-58-A, II-36-A through II-58-A and III-36-A through
III-58-A
|
|
37
through 41
|
I-37-A
through I-58-A, II-37-A through II-58-A and III-37-A through
III-58-A
|
|
42
|
I-38-A
through I-58-A, II-38-A through II-58-A and III-38-A through
III-58-A
|
|
43
|
I-39-A
through I-58-A, II-39-A through II-58-A and III-39-A through
III-58-A
|
|
44
|
I-40-A
through I-58-A, II-40-A through II-58-A and III-40-A through
III-58-A
|
|
45
|
I-41-A
through I-58-A, II-41-A through II-58-A and III-41-A through
III-58-A
|
|
46
|
I-42-A
through I-58-A, II-42-A through II-58-A and III-42-A through
III-58-A
|
|
47
|
I-43-A
through I-58-A, II-43-A through II-58-A and III-43-A through
III-58-A
|
|
48
|
I-44-A
through I-58-A, II-44-A through II-58-A and III-44-A through
III-58-A
|
|
49
|
I-45-A
through I-58-A, II-45-A through II-58-A and III-45-A through
III-58-A
|
|
50
|
I-46-A
through I-58-A, II-46-A through II-58-A and III-46-A through
III-58-A
|
|
51
|
I-47-A
through I-58-A, II-47-A through II-58-A and III-47-A through
III-58-A
|
|
52
|
I-48-A
through I-58-A, II-48-A through II-58-A and III-48-A through
III-58-A
|
|
53
|
I-49-A
through I-58-A, II-49-A through II-58-A and III-49-A through
III-58-A
|
|
54
|
I-50-A
through I-58-A, II-50-A through II-58-A and III-50-A through
III-58-A
|
|
55
|
I-51-A
through I-58-A, II-51-A through II-58-A and III-51-A through
III-58-A
|
|
56
|
I-52-A
through I-58-A, II-52-A through II-58-A and III-52-A through
III-58-A
|
|
57
|
I-53-A
through I-58-A, II-53-A through II-58-A and III-53-A through
III-58-A
|
|
58
|
I-54-A
through I-58-A, II-54-A through II-58-A and III-54-A through
III-58-A
|
|
59
|
I-55-A
through I-58-A, II-55-A through II-58-A and III-55-A through
III-58-A
|
|
60
|
I-56-A
through I-58-A, II-56-A through II-58-A and III-56-A through
III-58-A
|
|
61
|
I-57-A
through I-58-A, II-57-A through II-58-A and III-57-A through
III-58-A
|
|
62
|
I-58-A,
II-58-A and III-58-A
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC II Regular Interest
LTIO.
With
respect to REMIC VI Regular Interest SWAP IO and any Distribution Date, an
amount equal to the Uncertificated Notional Amount of the Class IO
Interest.
“United
States Person”: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of,
the
United States, any State thereof or the District of Columbia (except, in the
case of a partnership, to the extent provided in regulations); provided that,
for purposes solely of the restrictions on the transfer of the Residual
Certificates, no partnership or other entity treated as a partnership for United
States federal income tax purposes shall be treated as a United States Person
unless all persons that own an interest in such partnership either directly
or
through any entity that is not a corporation for United States federal income
tax purposes are required by the applicable operative agreement to be United
States Persons, or an estate whose income is subject to United States federal
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States Persons have the authority to control all
substantial decisions of the trust. To the extent prescribed in regulations
by
the Secretary of the Treasury, which have not yet been issued, a trust which
was
in existence on August 20, 1996 (other than a trust treated as owned by the
grantor under subpart E of part I of subchapter J of chapter 1 of the Code),
and
which was treated as a United States person on August 20, 1996 may elect to
continue to be treated as a United States person notwithstanding the previous
sentence. The term “United States” shall have the meaning set forth in Section
7701 of the Code.
“Value”:
With respect to any Mortgaged Property, the lesser of (i) the value thereof
as
determined by an appraisal made for the Originator of the Mortgage Loan at
the
time of origination of the Mortgage Loan and (ii) the purchase price paid for
the related Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is based solely upon the value determined
by an appraisal made for the Originator of such Refinanced Mortgage Loan at
the
time of origination of such Refinanced Mortgage Loan by an
appraiser.
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. With respect to any date of determination, 98%
of
all Voting Rights will be allocated among the holders of the Class A
Certificates, the Mezzanine Certificates and the Class CE Certificates in
proportion to the then outstanding Certificate Principal Balances of their
respective Certificates, 1% of all Voting Rights will be allocated to the
holders of the Class P Certificates and 1% of all Voting Rights will be
allocated among the holders of the Residual Certificates. The Voting Rights
allocated to each Class of Certificate shall be allocated among Holders of
each
such Class in accordance with their respective Percentage Interests as of the
most recent Record Date.
“Winning
Bidder”: With respect to a Successful Auction, the Qualified Bidder
that bids the highest price.
|
SECTION
1.02
|
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the Interest Distribution Amount for the Floating Rate
Certificates and the Class CE Certificates for any Distribution Date, the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Servicer pursuant to Section 3.24) and any Relief
Act
Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to the Class CE Certificates based
on, and to the extent of, one month’s interest at the then applicable
Pass-Through Rate on the Notional Amount of the Class CE Certificates and,
thereafter, among the Class A Certificates and the Mezzanine Certificates on
a
pro rata basis based on, and to the extent of, one month’s interest at
the then applicable respective Pass-Through Rate on the respective Certificate
Principal Balance of each such Certificate immediately prior to such
Distribution Date.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
I
Group 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 3.23 of this Agreement) and any Relief Act Interest
Shortfalls incurred in respect of Group I Mortgage Loans shall be allocated
first, to REMIC I Regular Interest I and to the REMIC I Group I Regular
Interests ending with the designation “B”, pro rata based on, and to
the extent of, one month’s interest at the then applicable respective REMIC I
Remittance Rates on the respective Uncertificated Principal Balances of each
such REMIC I Regular Interest, and then, to REMIC I Group I Regular Interests
ending with the designation “A”, pro rata based on, and to the extent of, one
month’s interest at the then applicable respective REMIC I Remittance Rates on
the respective Uncertificated Balances of each such REMIC I Regular
Interest.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
I
Group II 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 3.23 of this Agreement) and any Relief Act Interest
Shortfalls incurred in respect of Group II Mortgage Loans shall be allocated
first, to REMIC I Regular Interest II and to the REMIC I Group II Regular
Interests ending with the designation “B”, pro rata based on, and to
the extent of, one month’s interest at the then applicable respective REMIC I
Remittance Rates on the respective Uncertificated Principal Balances of each
such REMIC I Regular Interest, and then, to REMIC I Group II Regular Interests
ending with the designation “A”, pro rata based on, and to the extent of, one
month’s interest at the then applicable respective REMIC I Remittance Rates on
the respective Uncertificated Balances of each such REMIC I Regular
Interest.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
I
Group III 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 3.23) and any Relief Act Interest Shortfalls
incurred in respect of Group III Mortgage Loans shall be allocated first, to
REMIC I Regular Interest III and to the REMIC I Group III Regular Interests
ending with the designation “B”, pro rata based on, and to the extent
of, one month’s interest at the then applicable respective REMIC I Remittance
Rates on the respective Uncertificated Principal Balances of each such REMIC
I
Regular Interest , and then, to REMIC I Group III Regular Interests ending
with
the designation “A”, pro rata based on, and to the extent of, one month’s
interest at the then applicable respective REMIC I Remittance Rates on the
respective Uncertificated Balances of each such REMIC I Regular
Interest.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
II
Regular Interests for any Distribution Date:
(A) The
REMIC II Marker Allocation Percentage of the aggregate amount of any Prepayment
Interest Shortfalls (to the extent not covered by payments by the Servicer
pursuant to Section 3.24) and the REMIC II Marker Allocation Percentage of
any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated among REMIC II Regular Interest LTAA,
REMIC
II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II Regular
Interest LTA3A, REMIC II Regular Interest LTA3B, REMIC II Regular Interest
LTA3C, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC
II
Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest
LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC
II
Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest
LTM10 and REMIC II Regular Interest LTZZ pro rata based on, and to the
extent of, one month’s interest at the then applicable respective REMIC II
Remittance Rate on the respective Uncertificated Balance of each such REMIC
II
Regular Interest; and
(B) The
REMIC II Sub WAC Allocation Percentage of the aggregate amount of any Prepayment
Interest Shortfalls (to the extent not covered by payments by the Servicer
pursuant to Section 3.24) and the REMIC II Sub WAC Allocation Percentage of
any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated first, to Uncertificated Interest payable
to REMIC II Regular Interest LT1SUB, REMIC II Regular Interest LT1GRP, REMIC
II
Regular Interest LT2SUB, REMIC II Regular Interest LT2GRP, REMIC II Regular
Interest LT3SUB, REMIC II Regular Interest LT3GRP and REMIC II Regular Interest
LTXX, pro rata based on, and to the extent of, one month’s interest at
the then applicable respective REMIC II Remittance Rate on the respective
Uncertificated Balance of each such REMIC II 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, the Interest Rate Swap Agreement and Swap Account, and all other
assets included or to be included in REMIC I. Such assignment includes all
interest and principal received by the Depositor or the Servicer on or with
respect to the Mortgage Loans (other than payments of principal and interest
due
on such Mortgage Loans on or before the Cut-off Date). The Depositor herewith
delivers to the Trustee and the Trust Administrator an executed copy of the
Mortgage Loan Purchase Agreement, and the Trustee and the Trust Administrator
acknowledge receipt of the same on behalf of the
Certificateholders.
In
connection with such transfer and assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee or the 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,
if applicable, and language indicating that the Mortgage Loan is a MOM Loan
if
the Mortgage Loan is a MOM Loan, with evidence of recording thereon or a copy
of
the Mortgage certified by the public recording office in those jurisdictions
where the public recording office retains the original;
(iii) Unless
the Mortgage Loan is registered on the MERS® System, an assignment from the
Originator or an Affiliate of the Originator to the Trustee in blank or 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; and
(v) The
original or a copy of the title insurance policy (which may be a certificate
or
a short form policy relating to a master policy of title insurance) pertaining
to the Mortgaged Property, or in the event such original title policy is
unavailable, a copy of the preliminary title report and the lender’s recording
instructions, with the original to be delivered within 180 days of the Closing
Date or an attorney’s opinion of title in jurisdictions where such is the
customary evidence of title; or in the event such original or copy of the title
insurance policy is unavailable, a written commitment or uniform binder or
preliminary report of title issued by the title insurance or escrow
company.
In
instances where an original recorded Mortgage cannot be delivered by the
Depositor to the Trustee (or the 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 the 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 the Custodian on behalf of the Trustee), deliver such assignment
to the Trustee (or the 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 the 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 (v) 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 the
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 (v) above, deliver to the Trustee (or the
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 the 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 the Custodian
on behalf of the Trustee) prior to or concurrently with the execution and
delivery of this Agreement, the Depositor may, in lieu of delivering the
original of such agreement referred to in clause (iv) above, deliver a certified
copy thereof.
To
the
extent not already recorded, except with respect to any Mortgage Loan for which
MERS is identified on the Mortgage or on a properly recorded assignment of
the
Mortgage as the mortgagee of record, the Servicer, at the expense of the Sponsor
shall promptly (and in no event later than five Business Days following the
later of the Closing Date and the date of receipt by the Servicer of the
recording information for a Mortgage) submit or cause to be submitted for
recording, at no expense to any Trust REMIC, in the appropriate public office
for real property records, each Assignment delivered to it pursuant to (iii)
above. In the event that any such Assignment is lost or returned
unrecorded because of a defect therein, the Servicer, at the expense of the
Sponsor, shall promptly prepare or cause to be prepared a substitute Assignment
or cure or cause to be cured such defect, as the case may be, and thereafter
cause each such Assignment to be duly recorded.
Notwithstanding
the foregoing, but without limiting the requirement that such Assignments be
in
recordable form, neither the Servicer nor the Trustee shall be required to
submit or cause to be submitted for recording any Assignment delivered to it
or
the Custodian pursuant to (iii) above if such recordation shall not, as of
the
Closing Date, be required by the Rating Agencies, as a condition to their
assignment on the Closing Date of their initial ratings to the Certificates,
as
evidenced by the delivery by the Rating Agencies of their ratings letters on
the
Closing Date; provided, however, notwithstanding the foregoing, the Servicer
shall submit each Assignment for recording, at no expense to the Trust Fund
or
the Servicer, upon the earliest to occur of: (A) reasonable direction by Holders
of Certificates entitled to at least 25% of the Voting Rights, (B) the
occurrence of a Servicer Event of Default, (C) the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Sponsor, (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
Sponsor fails to pay the cost of recording the Assignments, such expense will
be
paid by the Servicer and the Servicer shall be reimbursed for such expenses
by
the Trust as Servicing Advances. In the event an Assignment of
Mortgage is not recorded with respect to a Mortgage Loan, neither the Trustee
nor the Servicer will have any obligation for its failure to receive or act
on
notices with respect to such Mortgage Loan that the Trustee or the Servicer
would have received had such Assignment of Mortgage been recorded.
In
connection with the assignment of any Mortgage Loan registered on the MERS
System, the Depositor further agrees that it will cause, within 30 Business
Days
after the Closing Date, the MERS System to indicate that such Mortgage Loans
have been assigned by the Depositor to the Trustee in accordance with this
Agreement for the benefit of the Certificateholders by including in such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field “Pool Field” which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The
Depositor further agrees that it will not, and will not permit the Servicer
to,
and the Servicer agrees that it will not and will not permit a Sub-Servicer
to,
alter the codes referenced in this paragraph with respect to any Mortgage Loan
during the term of this Agreement unless and until such Mortgage Loan is
repurchased in accordance with the terms of this Agreement.
With
respect to a maximum of 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 the 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 the Custodian on behalf of the Trustee) is
subsequently located, such original Mortgage Note shall be delivered to the
Trustee (or the Custodian on behalf of the Trustee) within three Business
Days.
The
Depositor shall deliver or cause to be delivered to the Trustee (or the
Custodian on behalf of the Trustee) promptly upon receipt thereof any other
original documents constituting a part of a Mortgage File received with respect
to any Mortgage Loan, including, but not limited to, any original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan. The Depositor shall deliver or cause the Sponsor to
deliver to the Servicer copies of all trailing documents required to be included
in the servicing file at the same time the originals or certified copies thereof
are delivered to the Trustee or Custodian, such documents including but not
limited to the mortgagee policy of title insurance and any mortgage loan
documents upon return from the recording office. The Servicer shall
not be responsible for any custodian fees or other costs incurred in obtaining
such documents and the Depositor shall cause the Servicer to be reimbursed
for
any such costs it may incur in connection with performing its obligations under
this Agreement.
All
original documents relating to the Mortgage Loans that are not delivered to
the
Trustee (or the Custodian on behalf of the Trustee) are and shall be held by
or
on behalf of the Sponsor, the Depositor or the Servicer, as the case may be,
in
trust for the benefit of the Trustee on behalf of the Certificateholders. In
the
event that any such original document is required pursuant to the terms of
this
Section to be a part of a Mortgage File, such document shall be delivered
promptly to the Trustee (or the Custodian on behalf of the Trustee). Any such
original document delivered to or held by the Depositor that is not required
pursuant to the terms of this Section to be a part of a Mortgage File, shall
be
delivered promptly to the Servicer.
Wherever
it is provided in this Section 2.01 that any document, evidence or information
relating to a Mortgage Loan be delivered or supplied to the Trustee, the
Depositor shall do so by delivery thereof to the Trustee or the Custodian on
behalf of the Trustee.
The
parties hereto understand and agree that it is not intended that any Mortgage
Loan be included in the Trust that is a high-cost home loan as defined by the
Homeownership and Equity Protection Act of 1994 or any other applicable
predatory or abusive lending laws.
|
SECTION
2.02
|
Acceptance
of the Trust Fund by the Trustee.
|
Subject
to the provisions of Section 2.01 and subject to any exceptions noted on an
exception report delivered by or on behalf of the Trustee, the Trustee
acknowledges receipt of the documents referred to in Section 2.01 (other than
such documents described in Section 2.01(iv)) above and all other assets
included in the definition of “Trust Fund” and declares that it holds and will
hold such documents and the other documents delivered to it constituting the
Mortgage File, and that it holds or will hold all such assets and such other
assets included in the definition of “Trust Fund” in trust for the exclusive use
and benefit of all present and future Certificateholders.
The
Trustee, by execution and delivery hereof, acknowledges receipt, subject to
the
review described in the succeeding sentence, of the documents and other property
referred to in Section 2.01 and declares that the Trustee (or the Custodian
on
behalf of the Trustee) holds and will hold such documents and other property,
including property yet to be received in the Trust Fund, in trust, upon the
trusts herein set forth, for the benefit of all present and future
Certificateholders. The Trustee or the Custodian on its behalf shall, for the
benefit of the Trustee and the Certificateholders, review each Mortgage File
within 90 days after execution and delivery of this Agreement, to ascertain
that
all required documents have been executed, received and recorded, if applicable,
and that such documents relate to the Mortgage Loans. If in the course of such
review the Trustee or the Custodian on its behalf finds a document or documents
constituting a part of a Mortgage File to be defective in any material respect,
the Trustee or the Custodian on its behalf shall promptly so notify the
Depositor, the Trust Administrator, the Sponsor, the Servicer and, if such
notice is from the Custodian on the Trustee’s behalf, the Trustee. In addition,
upon the discovery by the Depositor, the Servicer, the Trust Administrator
or
the Trustee of a breach of any of the representations and warranties made by
the
Sponsor 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 the Custodian pursuant to
which the Trustee appoints the 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 related Mortgage Files of all the
Mortgage Loans and, notwithstanding anything to the contrary herein, it is
understood that such related 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 Sponsor or the
Depositor.
|
(a) Upon
discovery or receipt of notice by the Depositor, the Servicer, the Trust
Administrator or the Trustee of any materially defective document in, or that
a
document is missing from, a Mortgage File or of the breach by the Sponsor 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 Sponsor
of
such defect, missing document or breach and request that the Sponsor deliver
such missing document or cure such defect or that the Sponsor cure such breach
within 90 days from the date the Sponsor was notified of such missing document,
defect or breach, and if the Sponsor 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 Sponsor 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 Sponsor 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
Sponsor 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 Sponsor to the Servicer for deposit into the Collection
Account, and the Trust Administrator, upon receipt of written notice from the
Servicer of such deposit, shall give written notice to the Trustee and the
Custodian that such deposit has taken place and the Trustee shall release (or
cause the Custodian to release on its behalf) to the Sponsor 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 Sponsor shall furnish to it and as shall be necessary to vest
in the Sponsor 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 Sponsor is not a member
of MERS and repurchases a Mortgage Loan which is registered on the MERS System,
the Sponsor 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 Sponsor 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
Sponsor may cause such Mortgage Loan to be removed from REMIC II (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 Sponsor 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) Notwithstanding
anything to the contrary in this Section 2.03, with respect to any breach by
the
Sponsor of any representation and warranty which breach materially and adversely
affects the value of any Prepayment Charge or the interests of the
Certificateholders therein, the Trustee shall enforce the obligation of the
Sponsor to remedy such breach as provided in the Mortgage Loan Purchase
Agreement as follows: upon any Principal Prepayment with respect to the affected
Mortgage Loan, the Sponsor shall pay or cause to be paid to the Depositor the
excess, if any, of (x) the amount of such Prepayment Charge calculated as set
forth in the Mortgage Loan Schedule and (y) the amount collected from the
Mortgagor in respect of such Prepayment Charge.
(c) Within
90
days of the earlier of discovery by the Servicer or receipt of notice by the
Depositor of the breach of any representation, warranty or covenant of the
Servicer set forth in Section 2.05 which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the Servicer shall
cure such breach in all material respects.
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
made pursuant to Section 2.03(a) must be effected prior to the date which is
two
years after the Startup Day for REMIC I.
As
to any
Deleted Mortgage Loan for which the Sponsor substitutes a Qualified Substitute
Mortgage Loan or Loans, such substitution shall be effected by the Sponsor
delivering to the Trustee (or to the Custodian on behalf of the Trustee, as
applicable), for such Qualified Substitute Mortgage Loan or Loans, the Mortgage
Note, the Mortgage, the Assignment in blank or to the Trustee, and such other
documents and agreements, with all necessary endorsements thereon, as are
required by Section 2.01, together with an Officers’ Certificate providing that
each such Qualified Substitute Mortgage Loan satisfies the definition thereof
and specifying the Substitution Shortfall Amount (as described below), if any,
in connection with such substitution. The Custodian on its behalf and
on behalf of the Trustee shall, for the benefit of the Certificateholders,
review each Mortgage File within 90 days after execution and delivery of this
Agreement, to ascertain that all required documents have been executed, received
and recorded, if applicable, and that such documents relate to the Mortgage
Loans. If in the course of such review the Trustee or the Custodian
on its behalf finds a document or documents constituting a part of a Mortgage
File to be defective in any material respect, the Trustee or the Custodian
on
its behalf shall promptly so notify the Depositor, the Trust Administrator,
the
Sponsor and the Servicer. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution are not part
of
the Trust Fund and will be retained by the Sponsor. 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 Sponsor 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 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 Sponsor substitutes one or more Qualified Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Servicer will determine the
amount (the “Substitution Shortfall Amount”), if any, by which the aggregate
Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of,
as
to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance
thereof as of the date of substitution, together with one month’s interest on
such Scheduled Principal Balance at the applicable Mortgage Loan Remittance
Rate. On the date of such substitution, the Trustee will monitor the
obligation of the Sponsor to deliver or cause to be delivered, and shall request
that such delivery be to the Servicer for deposit in the Collection Account,
an
amount equal to the Substitution Shortfall Amount, if any, and the Trustee
(or
the Custodian on behalf of the Trustee, as applicable), upon receipt of the
related Qualified Substitute Mortgage Loan or Loans and written notice given
by
the Servicer of such deposit, shall release to the Sponsor 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 Sponsor shall deliver to it and as shall be necessary to vest
therein any Deleted Mortgage Loan released pursuant hereto.
In
addition, the Sponsor 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. If such Opinion of Counsel cannot be delivered, then
such substitution may only be effected at such time as the required Opinion
of
Counsel can be given.
(e) Upon
discovery by the Depositor, the Servicer, the Trust Administrator or the Trustee
that any Mortgage Loan does not constitute a “qualified mortgage” within the
meaning of Section 860G(a)(3) of the Code, the party discovering such fact
shall
within two Business Days give written notice thereof to the other parties to
this Agreement, and the Trustee shall give written notice thereof to the
Sponsor. In connection therewith, the Sponsor 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 Sponsor 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 Sponsor 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). The Trustee shall
reconvey to the Depositor or the Sponsor, 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 Sponsor for breach
of
a representation or warranty.
|
SECTION
2.04
|
[Reserved].
|
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the
Servicer.
|
The
Servicer hereby represents, warrants and covenants to the Trust Administrator
and the Trustee, for the benefit of each of the Trustee, the Trust
Administrator, the Certificateholders and to the Depositor that as of the
Closing Date or as of such date specifically provided herein:
(i) The
Servicer is duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its formation and is duly authorized and qualified
to transact any and all business contemplated by this Agreement to be conducted
by the Servicer in any state in which a Mortgaged Property is located or is
otherwise not required under applicable law to effect such qualification and,
in
any event, is in compliance with the doing business laws of any such State,
to
the extent necessary to ensure its ability to enforce each Mortgage Loan and
to
service the Mortgage Loans in accordance with the terms of this
Agreement;
(ii) The
Servicer has the full power and authority to service each Mortgage Loan, and
to
execute, deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary action
on the part of the Servicer the execution, delivery and performance of this
Agreement; and this Agreement, assuming the due authorization, execution and
delivery thereof by the other parties hereto, constitutes a legal, valid and
binding obligation of the Servicer, enforceable against the Servicer in
accordance with its terms, except to the extent that (a) the enforceability
thereof may be limited by bankruptcy, insolvency, moratorium, receivership
and
other similar laws relating to creditors’ rights generally and (b) the remedy of
specific performance and injunctive and other forms of equitable relief may
be
subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought;
(iii) The
execution and delivery of this Agreement by the Servicer, the servicing of
the
Mortgage Loans by the Servicer hereunder, the consummation of any other of
the
transactions herein contemplated, and the fulfillment of or compliance with
the
terms hereof are in the ordinary course of business of the Servicer and will
not
(A) result in a breach of any term or provision of the charter or by-laws of
the
Servicer or (B) conflict with, result in a breach, violation or acceleration
of,
or result in a default under, the terms of any other material agreement or
instrument to which the Servicer is a party or by which it may be bound, or
any
statute, order or regulation applicable to the Servicer of any court, regulatory
body, administrative agency or governmental body having jurisdiction over the
Servicer; and the Servicer is not a party to, bound by, or in breach or
violation of any indenture or other agreement or instrument, or subject to
or in
violation of any statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects or, to the Servicer’s knowledge, would in the
future materially and adversely affect, (x) the ability of the Servicer to
perform its obligations under this Agreement or (y) the business, operations,
financial condition, properties or assets of the Servicer taken as a
whole;
(iv) The
Servicer is an approved seller/servicer for 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 Servicer that would materially and adversely
affect the execution, delivery or enforceability of this Agreement or the
ability of the Servicer to service the Mortgage Loans or to perform any of
its
other obligations hereunder in accordance with the terms hereof;
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Servicer
of,
or compliance by the Servicer with, this Agreement or the consummation of the
transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been obtained prior
to
the Closing Date;
(vii) The
Servicer covenants that its computer and other systems used in servicing the
Mortgage Loans operate in a manner such that the Servicer can service the
Mortgage Loans in accordance with the terms of this Agreement;
(viii) The
Servicer has fully furnished and will continue to fully furnish, in accordance
with the Fair Credit Reporting Act and its implementing regulations, accurate
and complete information (e.g., favorable and unfavorable) on its borrower
credit files to Equifax, Experian and Trans Union Credit Information Company
or
their successors (the “Credit Repositories”) in a timely manner;
and
(ix) The
Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf) is
a
member of MERS in good standing, and will comply in all material respects with
the rules and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS.
It
is
understood and agreed that the representations, warranties and covenants set
forth in this Section 2.05 shall survive delivery of the Mortgage Files to
the
Trustee or to the Custodian on its behalf and shall inure to the benefit of
the
Trustee, the Trust Administrator, the Depositor and the Certificateholders.
Upon
discovery by any of the Depositor, the Servicer, the Trust Administrator or
the
Trustee of a breach of any of the foregoing representations, warranties and
covenants which materially and adversely affects the value of any Mortgage
Loan
or the interests therein of the Certificateholders, the party discovering such
breach shall give prompt written notice (but in no event later than two Business
Days following such discovery) to the Trustee and the Trust Administrator.
Subject to Section 7.01, the obligation of the Servicer set forth in Section
2.03(c) to cure breaches shall constitute the sole remedies against the Servicer
available to the Certificateholders, the Depositor, the Trust Administrator
or
the Trustee on behalf of the Certificateholders respecting a breach of the
representations, warranties and covenants contained in this Section
2.05.
|
SECTION
2.06
|
Issuance
of the Certificates.
|
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it or to the 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 II delivered on the date hereof, receipt
of which is hereby acknowledged. Concurrently with such assignment and delivery
of such assets delivered on the date hereof and in exchange therefor, the Trust
Administrator, pursuant to the written request of the Depositor executed by
an
officer of the Depositor, has executed, authenticated and delivered, to or
upon
the order of the Depositor, the Certificates in authorized denominations. The
interests evidenced by the Certificates (other than the Class CE Certificates,
the Class P Certificates and the Class R-X Certificates), the Class CE Interest,
the Class P Interest and the Class IO Interest constitute the entire beneficial
ownership interest in REMIC III.
|
SECTION
2.07
|
Authorization
to Enter into Interest Rate Swap
Agreement
|
The
Trust
Administrator, not in its individual capacity but solely in its separate
capacity as Supplemental Interest Trust Trustee, is hereby directed to exercise
the rights, perform the obligations, and make any representations to be
exercised, performed, or made by the Supplemental Interest Trust Trustee, as
described herein. The Supplemental Interest Trust Trustee is hereby
directed to execute and deliver the Interest Rate Swap Agreement 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 Supplemental Interest Trust Trustee on behalf of Party B (as defined
therein) and not in its individual capacity. The Depositor and the
Certificateholders (by acceptance of their Certificates) acknowledge and agree
that (i) the Supplemental Interest Trust Trustee shall execute and deliver
the
Interest Rate Swap Agreement on behalf of Party B (as defined therein), (ii)
the
Supplemental Interest Trust Trustee shall exercise the rights, perform the
obligations, and make the representations of Party B thereunder, solely in
its
capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined
therein) and not in its individual capacity and (iii) the Trust Administrator
on
the Supplemental Interest Trust Trustee’s behalf shall also be entitled to
exercise the rights and obligated to perform the obligations of Party B under
the Interest Rate Swap Agreement. Every provision of this Agreement
relating to the conduct or affecting the liability of or affording protection
to
the Trust Administrator shall apply to the Supplemental Interest Trust Trustee’s
execution of the Interest Rate Swap Agreement, and the performance of its duties
and satisfaction of its obligations thereunder.
|
SECTION
2.08
|
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs by
the
Trustee.
|
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the assets
described in the definition of REMIC I for the benefit of the holders of the
REMIC I Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-I Interest). The Trustee (or the
Custodian on its behalf, as applicable) acknowledges receipt of the assets
described in the definition of REMIC I and declares that it holds and will
hold
the same in trust for the exclusive use and benefit of the holders of the REMIC
I Regular Interests and the Class R Certificates (in respect of the Class R-I
Interest). The interests evidenced by the Class R-I Interest, together with
the
REMIC I Regular Interests, constitute the entire beneficial ownership interest
in REMIC I.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests (which are uncertificated) for the benefit of the Holders
of
the REMIC II Regular Interests (which are uncertificated) 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
REMIC II Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-II Interest). The interests evidenced
by
the Class R-II Interest, together with the REMIC II Regular Interests,
constitute the entire beneficial ownership interest in REMIC II.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests (which are uncertificated) for the benefit of the Holders
of the Regular Certificates (other than the Class CE Certificates and the Class
P Certificates), the Class CE Interest, the Class P Interest, the Class IO
Interest and the Class R Certificates (in respect of the Class R-III Interest).
The Trustee acknowledges receipt of the REMIC II Regular Interests and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of the Holders of the Regular Certificates (other than the Class CE Certificates
and the Class P Certificates), the Class CE Interest, the Class P Interest,
the
Class IO Interest and the Class R Certificates (in respect of the Class R-III
Interest). The interests evidenced by the Class R-III Interest,
together with the Regular Certificates, the Class CE Interest, the Class IO
Interest and the Class P Interest, constitute the entire beneficial ownership
interest in REMIC III.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
CE Interest (which is uncertificated) for the benefit of the Holders of the
Class CE Certificates and the Class R-X Certificates (in respect of the Class
R-IV Interest). The Trustee acknowledges receipt of the Class CE Interest and
declares that it holds and will hold the same in trust for the exclusive use
and
benefit of the Holders of the Class CE Certificates and the Class R-X
Certificates (in respect of the Class R-IV Interest). The interests evidenced
by
the Class R-IV Interest, together with the Class CE Certificates, constitute
the
entire beneficial ownership interest in REMIC IV.
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
P Interest (which is uncertificated) for the benefit of the Holders of the
Class
P Certificates and the Class R-X Certificates (in respect of the Class R-V
Interest). The Trustee acknowledges receipt of the Class P Interest and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of the Holders of the Class P Certificates and the Class R-X Certificates (in
respect of the Class R-V Interest). The interests evidenced by the Class R-V
Interest, together with the Class P Certificates, constitute the entire
beneficial ownership interest in REMIC V.
(f) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
IO Interest (which is uncertificated) for the benefit of the Holders of REMIC
VI
Regular Interest SWAP IO (which is uncertificated) and the Class R-X
Certificates (in respect of the Class R-VI Interest). The Trustee acknowledges
receipt of the Class IO Interest and declares that it holds and will hold the
same in trust for the exclusive use and benefit of the Holders of REMIC VI
Regular Interest SWAP IO and the Class R-X Certificates (in respect of the
Class
R-VI Interest). The interests evidenced by the Class R-VI Interest, together
with REMIC VI Regular Interest SWAP IO, constitute the entire beneficial
ownership interest in REMIC VI.
(g) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC I and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
subsection (a) hereof, (ii) the assignment and delivery to the Trustee of REMIC
II (including the Residual Interest therein represented by the Class R-II
Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.01,
Section 2.02 and subsection (b) hereof, (iii) the assignment and delivery to
the
Trustee of REMIC III (including the Residual Interest therein represented by
the
Class R-III Interest) and the acceptance by the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and subsection (c) hereof and (iv) the assignment
and
delivery to the Trustee of REMIC IV (including the Residual Interest therein
represented by the Class R-IV Interest) and the acceptance by the Trustee
thereof, pursuant to Section 2.01, Section 2.02 and subsection (d) hereof,
(v)
the assignment and delivery to the Trustee of REMIC V (including the Residual
Interest therein represented by the Class R-V Interest) and the acceptance
by
the Trustee thereof, pursuant to Section 2.01, Section 2.02 and subsection
(e)
hereof and (vi) the assignment and delivery to the Trustee of REMIC VI
(including the Residual Interest therein represented by the Class VI Interest)
and the acceptance by the Trustee thereof, pursuant to Section 2.01, Section
2.02 and subsection (f) hereof, the Trustee, pursuant to the written request
of
the Depositor executed by an officer of the Depositor, has executed,
authenticated and delivered to or upon the order of the Depositor, (A) the
Class
R Certificates in authorized denominations evidencing the Class R-I Interest,
Class R-II Interest and the Class R-III Interest and (B) the Class R-X
Certificates in authorized denominations evidencing the Class R-IV Interest,
the
Class R-V Interest and the Class R-VI Interest.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
|
SECTION
3.01
|
Servicer
to Act as Servicer.
|
The
Servicer shall service and administer the Mortgage Loans on behalf of the Trust
Fund and in the best interests of and for the benefit of the Certificateholders
(as determined by the Servicer in its reasonable judgment) in accordance with
the terms of this Agreement and the respective Mortgage Loans and, to the extent
consistent with such terms, in the same manner in which it services and
administers similar mortgage loans for its own portfolio, giving due
consideration to customary and usual standards of practice of prudent mortgage
lenders and loan servicers administering similar mortgage loans but without
regard to:
(i) any
relationship that the Servicer, any Sub-Servicer or any Affiliate of the
Servicer or any Sub-Servicer may have with the related Mortgagor;
(ii) the
ownership of any Certificate by the Servicer or any Affiliate of the
Servicer;
(iii) the
Servicer’s obligation to make P&I Advances or Servicing Advances;
or
(iv) the
Servicer’s or any Sub-Servicer’s right to receive compensation for its services
hereunder or with respect to any particular transaction.
To
the
extent consistent with the foregoing, the Servicer (a) shall seek the timely
and
complete recovery of principal and interest on the Mortgage Notes and (b) shall
waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the
following circumstances: (i) (a) such waiver is standard and customary in
servicing similar Mortgage Loans and such waiver relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the
Servicer, maximize recovery of total proceeds taking into account the value
of
such Prepayment Charge and the related Mortgage Loan or (b) the enforceability
thereof shall have been limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally or
the collectability thereof shall have been limited due to acceleration in
connection with a foreclosure or other involuntary payment, (ii) the collection
of such Prepayment Charge would be in violation of applicable laws or (iii)
the
collection of such Prepayment Charge would be considered “predatory” pursuant to
written guidance published or issued by any applicable federal, state or local
regulatory authority acting in its official capacity and having jurisdiction
over such matters. If a Prepayment Charge is waived as permitted by
meeting the standard described in clauses (ii) or (iii) above and a
representation or warranty regarding such Prepayment Charge has been breached,
then, the Trustee shall make commercially reasonable efforts to attempt to
enforce the obligations of the Sponsor under the Mortgage Loan Purchase
Agreement to pay the amount of such waived Prepayment Charge, for the benefit
of
the Holders of the Class P Certificates; provided, however, that the Trustee
shall not be under any obligation to take any action pursuant to this paragraph
unless directed by the Depositor and provided, further, the Depositor hereby
agrees to assist the Trustee in enforcing any obligations of the Sponsor to
repurchase or substitute for a Mortgage Loan which has breached a representation
or warranty under the Mortgage Loan Purchase Agreement. If the
Sponsor fails to pay the amount of such waived Prepayment Charge in accordance
with its obligations under the Mortgage Loan Purchase Agreement, the Trustee,
the Trust Administrator, the Servicer and the Depositor shall consult on further
actions to be taken against the Sponsor. If a Prepayment Charge is
waived other than in accordance with (i) through (iii) above, the Servicer
shall
pay the amount of such waived Prepayment Charge to the Trust Administrator
for
deposit in the Distribution Account for the benefit of the Holders of the Class
P Certificates (the “Servicer Prepayment Charge Payment Amount”).
To
the
extent consistent with the foregoing, the Servicer shall also seek to maximize
the timely and complete recovery of principal and interest on the Mortgage
Notes. Subject only to the above-described servicing standards and
the terms of this Agreement and of the respective Mortgage Loans, the Servicer
shall have full power and authority, acting alone or through Sub-Servicers
as
provided in Section 3.02, to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary
or
desirable. Without limiting the generality of the foregoing, the Servicer in
its
own name or in the name of a Sub-Servicer is hereby authorized and empowered
by
the Trustee when the Servicer believes it appropriate in its best judgment
in
accordance with the servicing standards set forth above, to execute and deliver,
on behalf of the Certificateholders and the Trustee, and upon notice to the
Trustee, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments, with respect
to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Servicer shall
service and administer the Mortgage Loans in accordance with applicable state
and federal law and shall provide to the Mortgagors any reports required to
be
provided to them thereby. The Servicer shall also comply in the performance
of
this Agreement with all reasonable rules and requirements of any standard hazard
insurance policy. Subject to Section 3.17, the Trustee shall execute, at the
written request of the Servicer, and furnish to the Servicer and any
Sub-Servicer such documents as are necessary or appropriate to enable the
Servicer or any Sub-Servicer to carry out their servicing and administrative
duties hereunder, and the Trustee hereby grants to the Servicer a power of
attorney to carry out such duties. The Trustee shall not be liable for the
actions of the Servicer or any Sub-Servicers under such powers of
attorney.
In
accordance with the standards of the preceding paragraph, the Servicer shall
advance or cause to be advanced funds as necessary for the purpose of effecting
the timely payment of taxes and assessments on the Mortgaged Properties, which
advances shall be Servicing Advances reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 3.09, and further
as
provided in Section 3.11. Any cost incurred by the Servicer or by Sub-Servicers
in effecting the timely payment of taxes and assessments on a Mortgaged Property
shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit.
The
Servicer further is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of the
Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan
on
the MERS System, or cause the removal from the registration of any Mortgage
Loan
on the MERS System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording
of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses (i) incurred as a result of
MERS
discontinuing or becoming unable to continue operations in connection with
the
MERS System or (ii) if the affected Mortgage Loan is in default or, in the
judgment of the Servicer, such default is reasonably foreseeable, incurred
in
connection with the actions described in the preceding sentence, shall be
subject to withdrawal by the Servicer from the Collection Account.
Notwithstanding
anything in this Agreement to the contrary, the Servicer may not make any future
advances with respect to a Mortgage Loan (except as provided in Section 4.03)
and the Servicer shall not (i) permit any modification with respect to any
Mortgage Loan (except with respect to a Mortgage Loan that is in default or,
in
the judgment of the Servicer, such default is reasonably foreseeable) that
would
change the Mortgage Rate, reduce or increase the principal balance (except
for
reductions resulting from actual payments of principal) or change the final
maturity date on such Mortgage Loan or (ii) permit any modification, waiver
or
amendment of any term of any Mortgage Loan that would both (A) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code
(or
final, temporary or proposed Treasury regulations promulgated thereunder) and
(B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the
imposition of any tax on “prohibited transactions” or “contributions after the
startup date” under the REMIC Provisions.
The
Servicer may delegate its responsibilities under this Agreement; provided,
however, that no such delegation shall release the Servicer from the
responsibilities or liabilities arising under this Agreement.
The
Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf) has
fully furnished and will continue to fully furnish, in accordance with the
Fair
Credit Reporting Act and its implementing regulations, accurate and complete
information (e.g., favorable and unfavorable) on its borrower credit files
to
Equifax, Experian and Trans Union Credit Information Company or their successors
on a monthly basis.
|
SECTION
3.02
|
Sub-Servicing
Agreements Between the Servicer and
Sub-Servicers.
|
(a) The
Servicer may enter into Sub-Servicing Agreements (provided that such agreements
would not result in a withdrawal or a downgrading by the Rating Agencies of
the
rating on any Class of Certificates) with Sub-Servicers, for the servicing
and
administration of the Mortgage Loans; provided, however, such sub-servicing
arrangement and the terms of the related Sub-Servicing Agreement must provide
for the servicing of Mortgage Loans in a manner consistent with the servicing
arrangement contemplated hereunder. If required by Regulation AB, the
Servicer shall cause any Sub-Servicer used by the Servicer (or by any
Sub-Servicer) for the benefit of the Trust Administrator and the Depositor
to
comply with the provisions of this Section and with Sections 3.20, 3.21, 3.27
and 3.28(f) of this Agreement, and to provide the information required with
respect to such Sub-Servicer under Section 3.28(e)(i) of this
Agreement. The Servicer shall be responsible for obtaining from each
Sub-Servicer and delivering to the Depositor and the Trust Administrator any
Annual Statement of Compliance, Assessment of Compliance, Attestation Report
and, with respect to the Depositor only, any Servicer Certification as and
when
required to be delivered.
(b) Each
Sub-Servicer shall be (i) authorized to transact business in the state or states
in which the related Mortgaged Properties it is to service are situated, if
and
to the extent required by applicable law to enable the Sub-Servicer to perform
its obligations hereunder and under the Sub-Servicing Agreement and (ii) a
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, 3.20 or 3.21 and provide for servicing
of
the Mortgage Loans consistent with the terms of this Agreement. The Servicer
will examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub-Servicing Agreement will not be inconsistent
with
any of the provisions of this Agreement. The Servicer and the Sub-Servicers
may
enter into and make amendments to the Sub-Servicing Agreements or enter into
different forms of Sub-Servicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of this Agreement, and that no such amendment or different form
shall
be made or entered into which could be reasonably expected to be materially
adverse to the interests of the Certificateholders, without the consent of
the
Holders of Certificates entitled to at least 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 Servicer), Section 3.20 or Section
3.21,
are conclusively deemed to be inconsistent with this Agreement and therefore
prohibited. The Servicer shall deliver to the Trustee and the Trust
Administrator copies of all Sub-Servicing Agreements, and any amendments or
modifications thereof, promptly upon the Servicer’s execution and delivery of
such instruments.
(c) As
part
of its servicing activities hereunder, the Servicer (except as otherwise
provided in the last sentence of this paragraph), for the benefit of the Trustee
and the Certificateholders, shall enforce the obligations of each Sub-Servicer
under the related Sub-Servicing Agreement, including, without limitation, any
obligation to make advances in respect of delinquent payments as required by
a
Sub-Servicing Agreement. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements, and the pursuit of other appropriate remedies, shall be in such
form
and carried out to such an extent and at such time as the Servicer, in its
good
faith business judgment, would require were it the owner of the related Mortgage
Loans. The Servicer shall pay the costs of such enforcement at its own expense,
and shall be reimbursed therefor only (i) from a general recovery resulting
from
such enforcement, to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loans, or (ii) from a specific recovery
of costs, expenses or attorneys’ fees against the party against whom such
enforcement is directed.
(d) If
required by Regulation AB, the Servicer shall promptly, upon request, provide
to
the Trust Administrator, the Trustee and the Depositor a written description
of
the role and function of each Subcontractor utilized by the Servicer or any
Sub-Servicer, specifying (i) the identity of each such Subcontractor (ii) which
(if any) of such Subcontractors are Servicing Function Participants, and (iii)
which elements of the Servicing Criteria will be addressed in assessments of
compliance provided by each Subcontractor identified pursuant to clause (ii)
of
this subsection. The use by the Servicer of any such Subcontractor
shall not release the Servicer from any of its obligations hereunder and the
Servicer shall remain responsible hereunder for all acts and omissions of such
Subcontractor as fully as if such acts and omissions were those of the Servicer,
and the Servicer shall pay all fees and expenses of the Subcontractor from
the
Servicer’s own funds.
(e) The
Servicer shall cause any Servicing Function Participant for the benefit of
the
Trust Administrator, the Trustee and the Depositor to comply with the provisions
of Section 3.21 of this Agreement. The Servicer shall be responsible for
obtaining from each such Servicing Function Participant and delivering to the
Trust Administrator, the Trustee and the Depositor any Assessment of Compliance,
Attestation Report and any Servicer Certification required to be delivered
by
such Subcontractor under Section 3.21, in each case as and when required to
be
delivered.
|
SECTION
3.03
|
Successor
Sub-Servicers.
|
The
Servicer shall be entitled to terminate any Sub-Servicing Agreement and the
rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer
without any act or deed on the part of such Sub-Servicer or the Servicer, and
the Servicer either shall service directly the related Mortgage Loans or shall
enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 3.02.
Any
Sub-Servicing Agreement shall include the provision that such agreement may
be
immediately terminated by the Trustee or the Trust Administrator without fee,
in
accordance with the terms of this Agreement, in the event that the Servicer
shall, for any reason, no longer be the Servicer (including termination due
to a
Servicer Event of Default).
|
SECTION
3.04
|
Liability
of the Servicer.
|
The
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed by this Agreement and undertaken hereunder
by
the Servicer herein.
Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Servicer and a Sub-Servicer or reference
to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain
obligated and primarily liable to the Trustee and the Certificateholders for
the
servicing and administering of the Mortgage Loans in accordance with the
provisions of Section 3.01 without diminution of such obligation or liability
by
virtue of such Sub-Servicing Agreements or arrangements or by virtue of
indemnification from the Sub-Servicer and to the same extent and under the
same
terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
with a Sub- Servicer for indemnification of the Servicer by such Sub-Servicer
and nothing contained in this Agreement shall be deemed to limit or modify
such
indemnification.
|
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicers and Trustee, Trust
Administrator or
Certificateholders.
|
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
and the Trustee, the Trust Administrator and the Certificateholders shall not
be
deemed parties thereto and shall have no claims, rights, obligations, duties
or
liabilities with respect to the Sub-Servicer except as set forth in Section
3.06. The Servicer shall be solely liable for all fees owed by it to any
Sub-Servicer, irrespective of whether the Servicer’s compensation pursuant to
this Agreement is sufficient to pay such fees.
|
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by Trust
Administrator.
|
In
the
event the Servicer shall for any reason no longer be the servicer (including
by
reason of the occurrence of a Servicer Event of Default), the Trust
Administrator or its designee shall thereupon assume all of the rights and
obligations of the Servicer under each Sub-Servicing Agreement that the Servicer
may have entered into, unless the Trust Administrator elects to terminate any
Sub-Servicing Agreement in accordance with its terms as provided in Section
3.03. Upon such assumption, the Trust Administrator, its designee or the
successor servicer for the Trust Administrator appointed pursuant to Section
7.02 shall be deemed, subject to Section 3.03, to have assumed all of the
Servicer’s interest therein and to have replaced the Servicer as a party to each
Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement
had been assigned to the assuming party, except that (i) the Servicer shall
not
thereby be relieved of any liability or obligations under any Sub-Servicing
Agreement and (ii) none of the Trust Administrator, its designee or any
successor Servicer shall be deemed to have assumed any liability or obligation
of the Servicer that arose before it ceased to be the Servicer.
The
Servicer at its expense shall, upon request of the Trust Administrator, deliver
to the assuming party all documents and records relating to each Sub-Servicing
Agreement and the Mortgage Loans then being serviced and an accounting of
amounts collected and held by or on behalf of it, and otherwise use its best
efforts to effect the orderly and efficient transfer of the Sub- Servicing
Agreements to the assuming party.
|
SECTION
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Mortgage Loans, and shall, to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any applicable insurance policies, follow such collection procedures as
it
would follow with respect to mortgage loans comparable to the Mortgage Loans
and
held for its own account. Consistent with the foregoing and the servicing
standards set forth in Section 3.01, the Servicer may in its discretion (i)
waive any late payment charge or, if applicable, penalty interest, (ii) waive
any provision of any Mortgage Loan requiring the related Mortgagor to submit
to
mandatory arbitration with respect to disputes arising thereunder or (iii)
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 (iii)
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 (iii) above, the Servicer shall make
timely advances on such Mortgage Loan during such extension pursuant to Section
4.03 and in accordance with the amortization schedule of such Mortgage Loan
without modification thereof by reason of such arrangements. Notwithstanding
the
foregoing, in the event that any Mortgage Loan is in default or, in the judgment
of the Servicer, such default is reasonably foreseeable, the Servicer,
consistent with the standards set forth in Section 3.01, may waive, modify
or
vary any term of such Mortgage Loan (including, but not limited to,
modifications that change the Mortgage Rate, forgive the payment of principal
or
interest or extend the final maturity date of such Mortgage Loan), accept
payment from the related Mortgagor of an amount less than the Stated Principal
Balance in final satisfaction of such Mortgage Loan (such payment, a “Short
Pay-off”) or consent to the postponement of strict compliance with any such term
or otherwise grant indulgence to any Mortgagor, if in the Servicer’s
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such
action).
|
SECTION
3.08
|
Sub-Servicing
Accounts.
|
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall comply with all
requirements of this Agreement relating to the Collection Account. The
Sub-Servicer shall deposit in the Sub-Servicing Account, in no event more than
two Business Days after the Sub-Servicer’s receipt thereof, all proceeds of
Mortgage Loans received by the Sub-Servicer less its servicing compensation
to
the extent permitted by the Sub-Servicing Agreement. The Sub-Servicer shall
thereafter remit such proceeds to the Servicer for deposit in the Collection
Account not later than two Business Days after the deposit of such amounts
in
the Sub-Servicing Account. For purposes of this Agreement, the
Servicer shall be deemed to have received payments on the Mortgage Loans when
the Sub-Servicer receives such payments.
|
SECTION
3.09
|
Collection
of Taxes and Similar Items; Servicing
Accounts.
|
To
the
extent the terms of a Mortgage provide for Escrow Payments, the Servicer shall
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 taxes, fire, flood, and hazard insurance
premiums, hazard insurance proceeds (to the extent such amounts are to be
applied to the restoration or repair of the property) and comparable items
for
the account of the Mortgagors (“Escrow Payments”) shall be deposited and
retained. Servicing Accounts shall be Eligible Accounts. The Servicer shall
deposit in the Servicing Accounts on a daily basis and in no event later than
the second Business Day after receipt, and retain therein, all Escrow Payments
collected on account of the Mortgage Loans, for the purpose of effecting the
timely 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
timely payment of taxes, fire, flood, and hazard insurance premiums, and
comparable items; (ii) reimburse the Servicer 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 fire, flood and 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; or (v) clear and terminate the Servicing Account at the
termination of the Servicer’s obligations and responsibilities in respect of the
Mortgage Loans under this Agreement in accordance with Article IX. As part
of
its servicing duties, the Servicer 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.
Notwithstanding the foregoing, the Servicer shall not be obligated to collect
Escrow Payments if the related Mortgage Loan does not require such payments
but
the Servicer shall nevertheless be obligated to make Servicing Advances as
provided in Section 3.01. In the event the Servicer shall deposit in the
Servicing Accounts any amount not required to be deposited therein, it may
at
any time withdraw such amount from the Servicing Accounts, any provision to
the
contrary notwithstanding.
To
the
extent that a Mortgage does not provide for Escrow Payments, the Servicer (i)
shall determine whether any such payments are made by the Mortgagor in a manner
and at a time that is necessary to avoid the loss of the Mortgaged Property
due
to a tax sale or the foreclosure as a result of a tax lien and (ii) shall ensure
that all insurance required to be maintained on the Mortgaged Property pursuant
to this Agreement is maintained. If any such payment has not been
made and the Servicer receives notice of a tax lien with respect to the Mortgage
Loan being imposed, the Servicer will, to the extent required to avoid loss
of
the Mortgaged Property, advance or cause to be advanced funds necessary to
discharge such lien on the Mortgaged Property. The Servicer assumes
full responsibility for the payment of all such bills and shall effect payments
of all such bills irrespective of the Mortgagor’s faithful performance in the
payment of same or the making of the Escrow Payments and shall make Servicing
Advances from its own funds to effect such payments.
|
SECTION
3.10
|
Collection
Account and Distribution Account.
|
(a) On
behalf
of the Trust Fund, the Servicer shall establish and maintain one or more
separate, segregated trust accounts (such account or accounts, the “Collection
Account”), held in trust for the benefit of the Trust Administrator, the Trustee
and the Certificateholders. On behalf of the Trust Fund, the Servicer shall
deposit or cause to be deposited in the clearing account (which account must
be
an Eligible Account) in which it customarily deposits payments and collections
on mortgage loans in connection with its mortgage loan servicing activities
on a
daily basis, and in no event more than two Business Days after the Servicer’s
receipt thereof, and shall thereafter deposit in the Collection Account, in
no
event more than one Business Day after the deposit of such funds into the
clearing account, as and when received or as otherwise required hereunder,
the
following payments and collections received or made by it from and after the
Cut-off Date (other than in respect of principal or interest on the related
Mortgage Loans due on or before the Cut-off Date), or payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a Due Period subsequent thereto:
(i) all
payments on account of principal, including Principal Prepayments (but not
Prepayment Charges), on the Mortgage Loans;
(ii) all
payments on account of interest (net of the related Servicing Fee and any
Prepayment Interest Excess) on each Mortgage Loan;
(iii) all
Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other than
(a) proceeds to be held in an escrow account and applied to the restoration
or
repair of the Mortgaged Property or released to the Mortgagor in accordance
with
the terms of this Agreement or (b) proceeds collected in respect of any
particular REO Property and amounts paid by the Servicer in connection with
a
purchase of Mortgage Loans and REO Properties pursuant to Section
9.01);
(iv) any
amounts required to be deposited pursuant to Section 3.12 in connection with
any
losses realized on Permitted Investments with respect to funds held in the
Collection Account;
(v) any
amounts required to be deposited by the Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;
(vi) all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03 or Section 9.01;
(vii) all
amounts required to be deposited in connection with shortfalls in principal
amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03;
and
(viii) all
Prepayment Charges collected by the Servicer and any Servicer Prepayment Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans.
For
purposes of the immediately preceding sentence, the Cut-off Date with respect
to
any Qualified Substitute Mortgage Loan shall be deemed to be the date of
substitution.
The
foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges, Prepayment
Interest Excess or assumption fees (other than Prepayment Charges) need not
be
deposited by the Servicer in the Collection Account. In the event the Servicer
shall deposit in the Collection Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Collection Account,
any provision herein to the contrary notwithstanding.
(b) On
behalf
of the Trust Fund, the Trust Administrator, as agent for the Trustee, shall
establish and maintain one or more separate, segregated trust accounts (such
account or accounts, the “Distribution Account”), held in trust for the benefit
of the Certificateholders. On behalf of the Trust Fund, the Servicer shall
deliver to the Trust Administrator in immediately available funds for deposit
in
the Distribution Account on the Servicer Remittance Date, that portion of the
Available Distribution Amount (calculated without regard to the subtraction
therefrom of the Credit Risk Manager Fee) for the related Distribution Date
then
on deposit in the Collection Account, the amount of all Prepayment Charges
collected during the applicable Prepayment Period by the Servicer and Servicer
Prepayment Charge Payment Amounts in connection with the Principal Prepayment
of
any of the Mortgage Loans then on deposit in the Collection
Account.
(c) Funds
in
the Collection Account and the Distribution Account may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12. The
Servicer shall give notice to the Trust Administrator (who shall give notice
to
the Trustee and the Depositor) of the location of the Collection Account
maintained by it when established and prior to any change thereof. The Trust
Administrator shall give notice to the Servicer, the Trustee and the Depositor
of the location of the Distribution Account when established and prior to any
change thereof.
(d) Funds
held in the Collection Account at any time may be delivered by the Servicer
to
the Trust Administrator for deposit in an account (which may be the Distribution
Account and must satisfy the standards for the Distribution Account as set
forth
in the definition thereof) and for all purposes of this Agreement shall be
deemed to be a part of the Collection Account; provided, however, that the
Trust
Administrator shall have the sole authority to withdraw any funds held pursuant
to this subsection (d). In the event the Servicer shall deliver to the Trust
Administrator for deposit in the Distribution Account any amount not required
to
be deposited therein, it may at any time request that the Trust Administrator
withdraw such amount from the Distribution Account and remit to it any such
amount, any provision herein to the contrary notwithstanding. In addition,
the
Servicer shall deliver to the Trust Administrator from time to time for deposit,
and upon written notification from the Servicer, the Trust Administrator shall
so deposit, in the Distribution Account:
(i) any
P&I Advances, as required pursuant to Section 4.03;
(ii) any
amounts required to be deposited pursuant to Section 3.23(d) or (f) in
connection with any REO Property;
(iii) any
amounts to be paid by the Servicer in connection with a purchase of Mortgage
Loans and REO Properties pursuant to Section 9.01;
(iv) any
amounts required to be deposited pursuant to Section 3.24 in connection with
any
Prepayment Interest Shortfalls; and
(v) any
Stayed Funds, as soon as permitted by the federal bankruptcy court having
jurisdiction in such matters.
(e) Promptly
upon receipt of any Stayed Funds, whether from the Servicer, a trustee in
bankruptcy, or federal bankruptcy court or other source, the Trust Administrator
shall deposit such funds in the Distribution Account, subject to withdrawal
thereof as permitted hereunder.
(f) The
Servicer shall deposit in the Collection Account any amounts required to be
deposited pursuant to Section 3.12(b) in connection with losses realized on
Permitted Investments with respect to funds held in the Collection
Account.
|
SECTION
3.11
|
Withdrawals
from the Collection Account and Distribution
Account.
|
(a) The
Servicer shall, from time to time, make withdrawals from the Collection Account
for any of the following purposes or as described in Section 4.03:
(i) to
remit to the Trust Administrator for deposit in the Distribution Account
the
amounts required to be so remitted pursuant to Section 3.10(b) or permitted
to
be so remitted pursuant to the first sentence of Section 3.10(d);
(ii) subject
to Section 3.16(d), to reimburse the Servicer for P&I Advances, but only to
the extent of amounts received which represent Late Collections (net of the
related Servicing Fees) of Monthly Payments on Mortgage Loans with respect
to
which such P&I Advances were made in accordance with the provisions of
Section 4.03;
(iii) subject
to Section 3.16(d), to pay the Servicer or any Sub-Servicer (A) any unpaid
Servicing Fees, (B) any unreimbursed Servicing Advances with respect to each
Mortgage Loan, but only to the extent of any Liquidation Proceeds, Insurance
Proceeds or other amounts as may be collected by the Servicer from a Mortgagor,
or otherwise received with respect to such Mortgage Loan and (C) without
limiting any right of withdrawal set forth in clause (vi) below, any Servicing
Advances made with respect to a Mortgage Loan that, following the final
liquidation of a Mortgage Loan are Nonrecoverable Advances, but only to the
extent that Late Collections, Liquidation Proceeds and Insurance Proceeds
received with respect to such Mortgage Loan are insufficient to reimburse
the
Servicer or any Sub-Servicer for such Servicing Advances;
(iv) to
pay to the Servicer as servicing compensation (in addition to the Servicing
Fee)
on the Servicer Remittance Date any interest or investment income earned
on
funds deposited in the Collection Account;
(v) to
pay to the Servicer, the Depositor or the Sponsor, as the case may be, with
respect to each Mortgage Loan that has previously been purchased or replaced
pursuant to Section 2.03 all amounts received thereon subsequent to the date
of
purchase or substitution, as the case may be;
(vi) to
reimburse the Servicer for any P&I Advance or Servicing Advance previously
made which the Servicer has determined to be a Nonrecoverable Advance in
accordance with the provisions of Section 4.03;
(vii) to
reimburse the Servicer or the Depositor for expenses incurred by or reimbursable
to the Servicer or the Depositor, as the case may be, pursuant to Section
6.03;
(viii) to
reimburse the Servicer, the Trust Administrator or the Trustee, as the case
may
be, for expenses reasonably incurred in respect of the breach or defect giving
rise to the purchase obligation under Section 2.03 or Section 2.04 of this
Agreement that were included in the Purchase Price of the Mortgage Loan,
including any expenses arising out of the enforcement of the purchase
obligation;
(ix) to
pay itself any Prepayment Interest Excess (to the extent not otherwise
retained);
(x) to
pay, or to reimburse the Servicer for advances in respect of expenses incurred
in connection with any Mortgage Loan pursuant to Section 3.16(b);
(xi) to
clear and terminate the Collection Account pursuant to Section 9.01;
and
(xii) to
withdraw any amounts deposited in the Collection Account in error.
The
Servicer shall keep and maintain separate accounting, on a Mortgage Loan
by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Collection Account, to the extent held by or on behalf of it, pursuant to
subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
shall provide written notification to the Trustee and the Trust Administrator,
on or prior to the next succeeding Servicer Remittance Date, upon making
any
withdrawals from the Collection Account pursuant to subclause (vii)
above.
(b) The
Trust Administrator shall, from time to time, make withdrawals from the
Distribution Account, for any of the following purposes, without
priority:
(i) to
make distributions to the Swap Account in accordance with Section
4.08;
(ii) to
make distributions to Certificateholders in accordance with Section
4.01;
(iii) to
pay to itself any interest income earned on funds deposited in the Distribution
Account pursuant to Section 3.12(c);
(iv) to
reimburse the Trust Administrator or the Trustee pursuant to Section
7.02;
(v) to
pay any amounts in respect of taxes pursuant to 10.01(g)(iii);
(vi) to
pay any Extraordinary Trust Fund Expenses;
(vii) to
reimburse the Trust Administrator or the Trustee for any P&I Advance made by
it under Section 7.01 (if not reimbursed by the Servicer) to the same extent
the
Servicer would be entitled to reimbursement under Section 3.11(a);
(viii) to
pay the Credit Risk Manager the Credit Risk Manager Fee; and
(ix) to
clear and terminate the Distribution Account pursuant to Section
9.01.
|
|
SECTION
3.12
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
(a) The
Servicer may direct any depository institution maintaining the Collection
Account (for purposes of this Section 3.12, an “Investment Account”), and the
Trust Administrator may at the direction of the Depositor direct any depository
institution maintaining the Distribution Account (for purposes of this Section
3.12, also an “Investment Account”), to hold the funds in such Investment
Account uninvested or to invest the funds in such Investment Account in one
or
more Permitted Investments specified in such instruction bearing interest
or
sold at a discount, and maturing, unless payable on demand, (i) no later
than
the Business Day immediately preceding the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if a Person
other
than the Trust Administrator is the obligor thereon, and (ii) no later than
the
date on which such funds are required to be withdrawn from such account pursuant
to this Agreement, if the Trust Administrator is the obligor thereon. All
such
Permitted Investments shall be held to maturity, unless payable on demand.
Any
investment of funds in an Investment Account shall be made in the name of
the
Trust Administrator (in its capacity as such) or in the name of a nominee
of the
Trust Administrator. The Trust Administrator shall be entitled to sole
possession (except with respect to investment direction of funds held in
the
Collection Account and the Distribution Account and any income and gain realized
thereon) over each such investment, and any certificate or other instrument
evidencing any such investment shall be delivered directly to the Trust
Administrator or its agent, together with any document of transfer necessary
to
transfer title to such investment to the Trust Administrator or its nominee.
In
the event amounts on deposit in an Investment Account are at any time invested
in a Permitted Investment payable on demand, the Trust Administrator
shall:
(x) consistent
with any notice required to be given thereunder, demand that payment thereon
be
made on the last day such Permitted Investment may otherwise mature hereunder
in
an amount equal to the lesser of (1) all amounts then payable thereunder
and (2)
the amount required to be withdrawn on such date; and
(y) demand
payment of all amounts due thereunder promptly upon determination by a
Responsible Officer of the Trust Administrator that such Permitted Investment
would not constitute a Permitted Investment in respect of funds thereafter
on
deposit in the Investment Account.
(b) All
income and gain realized from the investment of funds deposited in the
Collection Account held by or on behalf of the Servicer, shall be for the
benefit of the Servicer and shall be subject to its withdrawal in accordance
with Section 3.11. The Servicer shall deposit in the Collection Account the
amount of any loss of principal incurred in respect of any such Permitted
Investment made with funds in such accounts immediately upon realization
of such
loss.
(c) All
income and gain realized from the investment of funds deposited in the
Distribution Account held by or on behalf of the Trust Administrator, shall
be
for the benefit of the Trust Administrator and shall be subject to its
withdrawal at any time. The Trust Administrator shall deposit in the
Distribution Account the amount of any loss of principal incurred in respect
of
any such Permitted Investment made with funds in such accounts immediately
upon
realization of such loss.
(d) Except
as otherwise expressly provided in this Agreement, if any default occurs
in the
making of a payment due under any Permitted Investment, or if a default occurs
in any other performance required under any Permitted Investment, the Trust
Administrator may and, subject to Section 8.01 and Section 8.02(a)(v), upon
the
request of the Holders of Certificates representing more than 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
|
[Reserved].
|
|
|
SECTION
3.14
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
(a) The
terms of each Mortgage Note require the related Mortgagor to maintain fire,
flood and hazard insurance policies. To the extent such policies are not
maintained, the Servicer shall cause to be maintained for each Mortgaged
Property fire and hazard insurance with extended coverage as is customary
in the
area where the Mortgaged Property is located in an amount which is at least
equal to the least of (i) the current principal balance of such Mortgage
Loan
and (ii) the amount necessary to fully compensate for any damage or loss
to the
improvements which are a part of such property on a replacement cost basis,
in
each case in an amount not less than such amount as is necessary to avoid
the
application of any coinsurance clause contained in the related hazard insurance
policy. The Servicer shall also cause to be maintained fire and hazard insurance
on each REO Property with extended coverage as is customary in the area where
the Mortgaged Property is located 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. The Servicer will comply
in
the performance of this Agreement with all reasonable rules and requirements
of
each insurer under any such hazard policies. Any amounts to be collected
by the
Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the property subject to the related Mortgage or
amounts
to be released to the Mortgagor in accordance with the procedures that the
Servicer would follow in servicing loans held for its own account, subject
to
the terms and conditions of the related Mortgage and Mortgage Note) shall
be
deposited in the Collection Account, subject to withdrawal pursuant to Section
3.11, if received in respect of a Mortgage Loan, or in the REO Account, subject
to withdrawal pursuant to Section 3.23, if received in respect of an REO
Property. Any cost incurred by the Servicer in maintaining any such insurance
shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit. It is understood
and agreed that no earthquake or other additional insurance is to be required
of
any Mortgagor other than pursuant to such applicable laws and regulations
as
shall at any time be in force and as shall require such additional insurance.
If
the Mortgaged Property or REO Property is at any time in an area identified
in
the Federal Register by the Federal Emergency Management Agency as having
special flood hazards, the 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); provided, that, such flood insurance must also be equal to the
replacement value or the maximum payable amount under the Flood Disaster
Protection Act (“FDPA”).
In
the
event that the Servicer shall obtain and maintain a blanket policy with an
insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
Guide 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 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 Servicer agrees to prepare and present, on behalf of
itself,
the Trustee, the Trust Fund and the Certificateholders, claims under any
such
blanket policy in a timely fashion in accordance with the terms of such
policy.
(b) The
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 its respective 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 Servicer, has obtained a waiver of such requirements from Xxxxxx Mae
or
Xxxxxxx Mac. The Servicer shall each also maintain a fidelity bond in the
form
and amount that would meet the requirements of Xxxxxx Mae or Xxxxxxx Mac,
unless
the Servicer, has obtained a waiver of such requirements from Xxxxxx Mae
or
Xxxxxxx Mac. The Servicer shall be deemed to have complied with this provision
if an Affiliate of the 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 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 and the Trust
Administrator.
|
|
SECTION
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption
Agreements.
|
The
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 Servicer
shall
not exercise any such rights if prohibited by law from doing so. If the 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 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 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 then current underwriting criteria of the Servicer for mortgage
loans similar to the Mortgage Loans. In connection with any assumption or
substitution, the 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 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 hazard insurance policy. Any fee collected
by
the Servicer in respect of an assumption or substitution of liability agreement
will be retained by the 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 Servicer shall notify the Trustee and
the
Trust Administrator that any such substitution or assumption agreement has
been
completed by forwarding to the Trust Administrator on behalf of 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 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 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
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 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
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 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 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 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 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 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 3.16 shall
be
advanced by the Servicer, subject to the 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
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 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 Servicer, subject to the 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
Servicer shall have the right to purchase from REMIC I any defaulted Mortgage
Loan that is 90 days or more delinquent, which the 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;
provided, however, that the Servicer shall not use any procedure in selecting
Mortgage Loans to be repurchased which is materially adverse to the interests
of
the Certificateholders. The Purchase Price for any Mortgage Loan purchased
hereunder shall be deposited in the Collection Account, and the Trust
Administrator, upon receipt of written certification from the Servicer of
such
deposit, shall release or cause to be released to the Servicer the related
Mortgage File and the Trust Administrator, upon receipt of written certification
from the Servicer of such deposit, shall execute and deliver such instruments
of
transfer or assignment, in each case without recourse, as the Servicer shall
furnish and as shall be necessary to vest in the 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 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 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 Servicer or any Sub-Servicer pursuant to Section
3.11(a)(iii)(A).
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|
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 Servicer
of a
notification that payment in full shall be escrowed in a manner customary
for
such purposes, the Servicer will immediately notify the Custodian, on behalf
of
the Trustee, by a Request for Release 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 Servicer, and the 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 the 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 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 insurance policy
relating to the Mortgage Loans, the Custodian, on behalf of the Trustee,
shall,
upon request of the Servicer and delivery to the Custodian and the Trustee
of a
Request for Release in the form of Exhibit E, release the related Mortgage
File
to the Servicer, and the Custodian, on behalf of the Trustee, shall, at the
direction of the Servicer, execute such documents as shall be necessary to
the
prosecution of any such proceedings. Such Request for Release shall obligate
the
Servicer to return each and every document previously requested from the
Mortgage File to the Custodian when the need therefor by the 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 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 Servicer.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute and
deliver to the 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.
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|
SECTION
3.18
|
Servicing
Compensation.
|
As
compensation for the activities of the Servicer hereunder, the 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 Servicer shall be entitled to recover unpaid Servicing
Fees out of Insurance Proceeds, Subsequent Recoveries 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 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 (other than Prepayment Charges) shall be retained
by the Servicer (subject to Section 3.24) only to the extent such fees or
charges are received by the Servicer. The 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 Servicer shall be required
to pay
all expenses incurred by it in connection with its servicing activities
hereunder (including 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.
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|
SECTION
3.19
|
Reports
to the Trust Administrator; Collection Account
Statements.
|
Upon
reasonable request by the Trust Administrator (such request to be made by
the
related Distribution Date), the Servicer shall forward to the Trust
Administrator no later than 10 calendar days after such request, a statement
prepared by the 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 Xxx 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 or such other format as mutually agreed
to
between the Servicer and the Trust Administrator. Copies of such statement
shall
be provided by the Trust Administrator to any Certificateholder and to any
Person identified to the Trust Administrator 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 Servicer to the Trust
Administrator.
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|
SECTION
3.20
|
Statement
as to Compliance.
|
The
Servicer shall deliver (and, if required by Regulation AB, shall cause any
Servicing Function Participant engaged by it to deliver) to the Trust
Administrator and the Depositor, on or before March 5th of each
calendar
year beginning in 2008, an Officer’s Certificate (an “Annual Statement of
Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of such party, during the immediately preceding calendar year
or
applicable portion thereof and of the Servicer’s performance under this
Agreement or such other applicable agreement in the case of a Servicing Function
Participant, during such period has been made under such officer’s supervision
and (ii) to the best of such officer’s knowledge or such other applicable
agreement in the case of a Servicing Function Participant, based on such
review,
such party has fulfilled all of its obligations under this Agreement in all
material respects throughout such year or applicable portion thereof, or,
if
there has been a failure to fulfill any such obligation in any material respect,
specifying each such failure known to such officer and the nature and status
thereof. Promptly after receipt of each such Officer’s Certificate
from the Servicer and any Servicing Function Participant engaged by the
Servicer, the Depositor shall review such Officer’s Certificate and, if
applicable, consult with each such party, as applicable, as to the nature
of any
failures by such party, in the fulfillment of any of the Servicer’s obligations
hereunder or, in the case of a Servicing Function Participant, under such
other
applicable agreement.
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|
SECTION
3.21
|
Assessments
of Compliance and Attestation
Reports.
|
The
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 Servicer shall deliver to the Trust Administrator and
the Depositor on or before March 5th of each
calendar
year beginning in 2008, the following:
(i) a
report (an “Assessment of Compliance”) regarding the 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 Servicer, and shall address each of the applicable Servicing
Criteria (wherein “investor” shall mean Trust Administrator) set forth in
Exhibit C hereto. Notwithstanding the foregoing, neither the Servicer
nor any Servicing Function Participant engaged by the Servicer shall be required
to deliver an Assessment of Compliance until March 31st in any
given year
so long as it has not received written confirmation from the Depositor that
a
Form 10-K is required to be filed in respect of the Trust for the preceding
calendar year; provided however that, notwithstanding the foregoing, no
Subcontractor will be required to deliver an Assessment of Compliance in
any
given year in which the Form 10-K is not required to be filed;
(ii) a
report (an “Attestation Report”) of a registered public accounting firm that
attests to, and reports on, the assessment of compliance made by the 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. Notwithstanding the
foregoing, neither the Servicer nor any Servicing Function Participant engaged
by the Servicer shall be required to deliver an Attestation Report until
March
31st in any
given year so long as it has not received written confirmation from the
Depositor that a Form 10-K is required to be filed in respect of the Trust
for
the preceding calendar year; provided however that, notwithstanding the
foregoing, no Subcontractor will be required to deliver an Attestation Report
in
any given year in which the Form 10-K is not required to be filed;
(iii) if
required by Regulation AB, cause each Sub-Servicer, and each Subcontractor
determined by the Servicer to be a Servicing Function Participant, to deliver
an
Assessment of Compliance and Attestation Report as and when provided in
paragraphs (i) and (ii) of this Section 3.21(a); and
(iv) deliver,
or if required by Regulation AB, cause each Sub-Servicer and Servicing Function
Participant to deliver to the Trust Administrator, the Depositor or any other
Person that will be responsible for signing the Certification (as defined
herein), a certification, signed by the appropriate officer of the Servicer
or
such Sub-Servicer or Subcontractor, in the form attached hereto as Exhibit
H-3
(a “Servicer Certification”); provided that such Servicer Certification
delivered by the Servicer may not be filed as an exhibit to, or included
in, any
filing with the Commission.
The
Servicer acknowledges that the party identified in clause (iv) above may
rely on
the Servicer Certification provided by the Servicer pursuant to such clause
in
signing the Certification and filing such with the Commission.
Each
Assessment of Compliance provided by a Sub-Servicer pursuant to this Section
3.21 shall address each of the applicable Servicing Criteria specified on
Exhibit C hereto and shall be delivered to the Trust Administrator and the
Depositor concurrently with the execution of this Agreement or, in the case
of a
Sub-Servicer subsequently appointed as such, on or prior to the date of such
appointment. An Assessment of Compliance provided by a Servicing
Function Participant pursuant to clause (iii) above need not address any
elements of the Servicing Criteria other than those specified by the Servicer
pursuant to Section 3.02.
If
reasonably requested by the Trust Administrator or the Depositor, the Servicer
shall provide to the Trust Administrator or the Depositor, evidence of the
authorization of the person signing the certificate or statement provided
pursuant to Section 3.20 and 3.21 of this Agreement.
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
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. Such indemnification shall not cover any damages that
are indirect, consequential, punitive or special in nature.
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|
SECTION
3.22
|
Access
to Certain Documentation.
|
The
Servicer shall provide to the Depositor, the Trust Administrator and the
Trustee
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
Servicer designated by it. In addition, access to the documentation regarding
the Mortgage Loans required by applicable laws and regulations will be provided
to the Trustee or the Trust Administrator on behalf of, and for purposes
of
providing such documentation to, any Person identified as
a Certificateholder or any federal or state banking or insurance
regulatory authority that may exercise authority over any Certificateholder
or a
prospective transferee of a Certificate subject to the execution of a
confidentiality agreement in form and substance satisfactory to the Servicer,
upon reasonable request during normal business hours at the offices of the
Servicer designated by it at the expense of the Trustee or Trust Administrator.
Nothing in this Section 3.22 shall derogate from the obligation of any such
party to observe any applicable law prohibiting disclosure of information
regarding the Mortgagors and the failure of any such party to provide access
as
provided in this Section as a result of such obligation shall not constitute
a
breach of this Section 3.22. In each case, access to any
documentation regarding the Mortgage Loans may be conditioned upon the
requesting party’s acknowledgment in writing of a confidentiality agreement
regarding any information that is required to remain confidential under the
Xxxxx-Xxxxx-Xxxxxx Act of 1999.
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|
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 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 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 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
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
Servicer shall be permitted to allow the Collection Account to serve as the
REO
Account, subject to separate ledgers for each REO Property. The Servicer
shall
be entitled to retain or withdraw any interest income paid on funds deposited
in
the REO Account.
(c) The
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
Servicer manages and operates similar property owned by the Servicer or any
of
its Affiliates, all on such terms and for such period as the Servicer deems
to
be in the best interests of Certificateholders. In connection therewith,
the
Servicer shall deposit, or cause to be deposited in the clearing account
(which
account must be an Eligible Account) in which it customarily deposits payments
and collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than two Business Days
after
the Servicer’s receipt thereof, and shall thereafter deposit in the 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 Servicer shall advance
from
its own funds such amount as is necessary for such purposes if, but only
if, the
Servicer would make such advances if the Servicer owned the REO Property
and if
in the 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 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 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 Servicer may take such actions as are specified
in
such Opinion of Counsel.
The
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 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 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
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
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 Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such
indemnification. The Servicer shall be solely liable for all fees owed by
it to
any such Independent Contractor, irrespective of whether the 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 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 Servicer from each REO Account
maintained by it and remitted to the Trust Administrator for deposit into
the
Distribution Account in accordance with Section 3.10(d)(ii) on the 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 Servicer at such price and upon such
terms and conditions as the 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 Servicer or any Sub-Servicer as provided above, shall
be
remitted to the Trust Administrator for deposit in the Distribution Account
in
accordance with Section 3.10(d)(ii) on the 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
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.
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|
SECTION
3.24
|
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
The
Servicer shall deliver to the Trust Administrator for deposit into the
Distribution Account on the Servicer Remittance Date from its own funds (or
from
a Sub-Servicer’s own funds received by the 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 and (ii)
the
applicable Compensating Interest Payment.
|
|
SECTION
3.25
|
Obligations
of the 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 Mortgage
Rates,
Monthly Payments or Stated Principal Balances that were made by the Servicer
in
a manner not consistent with the terms of the related Mortgage Note and this
Agreement, the Servicer, upon discovery or receipt of notice thereof,
immediately shall deliver to the Trust Administrator 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 servicer in respect of any
such
liability. Such indemnities shall survive the termination or discharge of
this
Agreement. If amounts paid by the Servicer with respect to any
Mortgage Loan pursuant to this Section 3.25 are subsequently recovered from
the
related Mortgagor, the Servicer shall be permitted to reimburse itself for
such
amounts paid by it pursuant to this Section 3.25 from such
recoveries.
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|
SECTION
3.26
|
Advance
Facility.
|
(a) The
Servicer and/or the Trustee on behalf of the Trust Fund is hereby authorized
to
enter into a facility (an “Advance Facility”) with any Person (an “Advancing
Person”) (1) under which the Servicer sells, assigns or pledges to the Advancing
Person the Servicer’s rights under this Agreement to be reimbursed for any
P&I Advances and/or Servicing Advances or (2) which provides that the
Advancing Person may fund P&I Advances and/or Servicing Advances to the
Trust Fund under this Agreement, although no such facility shall reduce or
otherwise affect the Servicer’s obligation to fund such P&I Advances and/or
Servicing Advances. If the Servicer enters into such an Advance Facility
pursuant to this Section 3.26, upon reasonable request of the Advancing Person,
the Trust Administrator shall execute a letter of acknowledgment, confirming
its
receipt of notice of the existence of such Advance Facility. To the extent
that
an Advancing Person funds any P&I Advance or any Servicing Advance or is
assigned the right to be reimbursed for any P&I Advance or Servicing Advance
and provides the Trust Administrator with notice acknowledged by the Servicer
that such Advancing Person is entitled to reimbursement directly from the
Trust
Administrator pursuant to the terms of the Advance Facility, such Advancing
Person shall be entitled to receive reimbursement pursuant to this Agreement
for
such amount to the extent provided in Section 3.26(b). Such notice from the
Advancing Person must specify the amount of the reimbursement, the Section
of
this Agreement that permits the applicable Advance or Servicing Advance to
be
reimbursed and the section(s) of the Advance Facility that entitle the Advancing
Person to request reimbursement from the Trust Administrator, rather than
the
Servicer, and include the Servicer’s acknowledgment thereto or proof of an event
of default under the Advance Facility. The Trust Administrator shall have
no
duty or liability with respect to any calculation of any reimbursement to
be
paid to an Advancing Person and shall be entitled to rely without independent
investigation on the Advancing Person’s notice provided pursuant to this Section
3.26. An Advancing Person whose obligations hereunder are limited to
the funding of P&I Advances and/or Servicing Advances shall not be required
to meet the qualifications of the Servicer or a Sub-Servicer pursuant to
Section
3.02 hereof and shall not be deemed to be a Sub-Servicer under this
Agreement.
(b) If,
pursuant to the terms of the Advance Facility, an Advancing Person is entitled
to reimbursement directly from the Trust Administrator, then the Servicer
shall
not reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii)
or
Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead
the
Servicer shall include such amounts in the applicable remittance to the Trust
Administrator made pursuant to Section 3.10 to the extent of amounts on deposit
in the Collection Account on the Servicer Remittance Date. The Trust
Administrator is hereby authorized to pay to the Advancing Person reimbursements
for Advances and Servicing Advances from the Distribution Account, to the
extent
permitted under the terms of the Advance Facility, to the same extent the
Servicer would have been permitted to reimburse itself for such Advances
and/or
Servicing Advances in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii)
or Section 3.11(a)(vi), as the case may be, had the Servicer itself funded
such
Advance or Servicing Advance. The Trust Administrator is hereby authorized
to
pay directly to the Advancing Person such portion of the Servicing Fee as
the
parties to any Advance Facility agree to in writing delivered to the Trust
Administrator. An Advance Facility may provide that the Servicer will otherwise
cause the remittance of P&I Advance and/or Servicing Advance reimbursement
amounts to the Advancing Person, in which case the foregoing sentences in
this
Section 3.26(b) shall not apply.
(c) All
P&I Advances and Servicing Advances made pursuant to the terms of this
Agreement shall be deemed made and shall be reimbursed on a “first in first out”
(FIFO) basis.
(d) None
of the Trust Fund, any party to this Agreement or any other Person shall
have
any right or claim (including without limitation any right of offset or
recoupment) to any amounts allocable under this Agreement to the reimbursement
of P&I Advances or Servicing Advances that have been assigned, conveyed or
pledged to an Advancing Person, or that relate to P&I Advances or Servicing
Advances that were funded by an Advancing Person.
(e) Any
amendment to this Section 3.26 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advance Facility
as
described generally in this Section 3.26, including amendments to add provisions
relating to a successor Trust Administrator, may be entered into by the parties
to this Agreement without the consent of any Certificateholder but with written
confirmation from each Rating Agency that the amendment shall not result
in the
reduction or withdrawal of the then-current ratings of any outstanding Class
of
Certificates or any other notes secured by collateral which includes all
or a
portion of the Class CE Certificates, the Class P Certificates and/or the
Residual Certificates, notwithstanding anything to the contrary in this
Agreement.
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|
SECTION
3.27
|
Additional
Representations and Warranties of the
Servicer.
|
(a) The
Servicer shall be deemed to represent to the Trust Administrator and to the
Depositor, as of the date on which information is first provided to the Trust
Administrator or the Depositor under Section 3.28(e) that, except as disclosed
in writing to the Trust Administrator or such Depositor prior to such
date: (i) the Servicer
is not aware and has not received notice that any default, early amortization
or
other performance triggering event has occurred as to any other securitization
due to any act or failure to act of the Servicer; (ii) the Servicer has
not been terminated as servicer in a residential mortgage loan securitization,
either due to a servicing default or to application of a servicing performance
test or trigger; (iii) no material
noncompliance with
the applicable servicing criteria with respect to
other securitizations of residential mortgage loans involving the Servicer
as
servicer has been disclosed or
reported by the Servicer; (iv) no material changes to the Servicer’s
policies or procedures with respect to the servicing function it will perform
under this Agreement for mortgage loans of a type similar to the Mortgage
Loans have occurred during the
three-year period immediately preceding the Closing Date; (v) there are no
aspects of the Servicer’s financial condition that could have a material adverse
effect on the performance by the Servicer of its servicing obligations
under this Agreement; and (vi)
there are no material legal or governmental proceedings pending (or known
to be contemplated) against the Servicer or any Sub-Servicer.
(b) If
so requested by the Trust
Administrator or the Depositor on any date following the date on which
information is first provided to the Trust Administrator or the Depositor
under
Section 3.28(e), the Servicer
shall, within ten Business Days following such request, confirm in writing
the
accuracy of the representations and warranties set forth in subsection (a)
of this Section or, if any such representation and warranty is not accurate
as
of the date of such request, provide reasonably adequate disclosure of the
pertinent facts, in writing, to the requesting party.
|
|
SECTION
3.28
|
Regulation
AB Compliance and Indemnity with respect to the
Servicer.
|
(a) The
Servicer shall indemnify the Sponsor, the Depositor, the Trustee, the Trust
Administrator and the Trust; the underwriter, each Person responsible for
the
execution or filing of any report required to be filed with the Commission
or
for execution of the Certification; each Person who controls any of such
parties
(within the meaning of Section 15 of the Securities Act and Section 20 of
the
Exchange Act); and the respective present and former directors, officers
and
employees of each of the foregoing and of the Depositor, and shall hold each
of
them harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any
other
costs, fees and expenses that any of them may sustain arising out of or based
upon:
(i) (A) any
untrue statement of a material fact contained or alleged to be contained
in any
written information, written report, certification or other material provided
under this Agreement by or on behalf of the Servicer, or provided under this
Agreement by or on behalf of any Sub-Servicer, Servicing Function Participant
(collectively, the “Servicer Information”), or (2) the omission or alleged
omission to state in the Servicer Information a material fact required to
be
stated in the Servicer Information or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, by way of clarification, that clause (2) of this paragraph
shall be construed solely by reference to the Servicer Information and not
to
any other information communicated in connection with a sale or purchase
of
securities, without regard to whether the Servicer Information or any portion
thereof is presented together with or separately from such other
information;
(B) any
failure by the Servicer, any Sub-Servicer or any Servicing Function Participant
to deliver any information, report, certification, accountants’ letter or other
material when and as required under this Agreement, including any failure
by the
Servicer to identify pursuant to Section 3.02(d) any Servicing Function
Participant; or
(C) any
breach by the Servicer of a representation or warranty set forth in Section
3.27(a) or in a writing furnished pursuant to Section 3.27(b) and made as
of a
date prior to the Closing Date, to the extent that such breach was not cured
by
the Closing Date, or any breach by the Servicer of a representation or warranty
in a writing furnished pursuant to Section 3.27(b) to the extent made as
of a
date subsequent to the Closing Date.
In
the
case of any failure of performance described in clause (b)(i)(B) of this
Section, the Servicer shall promptly reimburse the Trust Administrator, the
Depositor, as applicable, and each Person responsible for the execution or
filing of any report required to be filed with the Commission, or for execution
of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the
Exchange Act, for all costs reasonably incurred by each such party in order
to
obtain the information, report, certification, accountants’ letter or other
material not delivered as required by the Servicer, any Sub-Servicer or any
Servicing Function Participant.
(ii) (A) Any
failure by the Servicer, any Sub-Servicer or any Servicing Function Participant
to deliver any information, Attestation Report, Servicer Certification,
Assessment of Compliance or other material when and as required under this
Agreement, which continues unremedied for three Business Days after receipt
by
the Servicer and the applicable Sub-Servicer or Subcontractor, of written
notice
of such failure from the Trust Administrator or Depositor shall, except as
provided in clause (B) of this paragraph, constitute an Event of Default
with
respect to the Servicer under this Agreement, and shall entitle the Trust
Administrator or Depositor, as applicable, in its sole discretion to terminate
the rights and obligations of the Servicer as servicer under this Agreement
without payment (notwithstanding anything in this Agreement related thereto
to
the contrary) of any compensation to the Servicer (and appoint a successor
servicer reasonably acceptable to the Trust Administrator); provided, however,
it is understood that the Servicer shall remain entitled to receive
reimbursement for all unreimbursed Monthly Advances and Servicing Advances
made
by the Servicer under this Agreement. Notwithstanding anything to the
contrary set forth herein, to the extent that any provision of this Agreement
expressly provides for the survival of certain rights or obligations following
termination of the Servicer as servicer, such provision shall be given
effect.
(B) Any
failure by the Servicer, any Sub-Servicer or any Servicing Function Participant
to deliver any information, report, certification or accountants’ letter
required under Regulation AB when and as required under Sections 3.20 or
3.21,
including any failure by the Servicer to identify a Servicing Function
Participant, which continues unremedied for ten calendar days after receipt
by
the Servicer of written notice of such failure from the Trust Administrator
or
Depositor shall constitute an Event of Default with respect to the Servicer
under this Agreement, and shall entitle the Trust Administrator or Depositor,
as
applicable, in its sole discretion to terminate the rights and obligations
of
the Servicer as servicer under this Agreement without payment (notwithstanding
anything in this Agreement to the contrary) of any compensation to the Servicer;
provided, however it is understood that the Servicer shall remain entitled
to
receive reimbursement for all unreimbursed Servicing Advances made by the
Servicer under this Agreement. Notwithstanding anything to the
contrary set forth herein, to the extent that any provision of this Agreement
expressly provides for the survival of certain rights or obligations following
termination of the Servicer as servicer, such provision shall be given
effect.
(C) The
Servicer shall promptly reimburse the Trust Administrator and the Depositor,
as
applicable, for all reasonable expenses incurred by the Trust Administrator
(or
such designee) or the Depositor as such are incurred, in connection with
the
termination of the Servicer as servicer and the transfer of servicing of
the
Mortgage Loans to a successor servicer. The provisions of this
paragraph shall not limit whatever rights the Servicer, the Trust Administrator
or the Depositor may have under other provisions of this Agreement or otherwise,
whether in equity or at law, such as an action for damages, specific performance
or injunctive relief.
(b) The
Trust will indemnify and hold harmless the Servicer, any Sub-Servicer, any
Servicing Function Participant, and, each Person who controls any of such
parties (within the meaning of Section 15 of the Securities Act and Section
20
of the Exchange Act), and the respective present and former directors, officers
and employees of each of the foregoing from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses that any of them may sustain
arising out of or based upon any untrue statement or alleged untrue statement
of
any material fact contained in any filing with the Commission or the omission
or
alleged omission to state in any filing with the Commission a material fact
required to be stated or necessary to be stated in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, in each case to the extent, but only to the extent, that such
untrue
statement, alleged untrue statement, omission, or alleged omission relates
to
any filing with the Commission other than the Servicer Information.
(c) If
the indemnification provided for herein is unavailable or insufficient to
hold
harmless the indemnified party, then the indemnifying party agrees that it
shall
contribute to the amount paid or payable by such indemnified party as a result
of any claims, losses, damages or liabilities incurred by such indemnified
party
in such proportion as is appropriate to reflect the relative fault of such
indemnified party on the one hand and the indemnifying party on the
other.
(d) The
indemnifications provided for in Sections 3.28(a) and 3.28(b) shall survive
the
termination of this Agreement or the termination of any party to this
Agreement.
(e) (i) As
promptly as practicable following notice to or discovery by the Servicer,
for
the purpose of satisfying its reporting obligations under the Exchange Act,
the
Servicer shall (or shall cause each Sub-Servicer to) provide to the Trust
Administrator and the Depositor (as required by Regulation AB) prompt written
notice of the occurrence of any of the following: (1) any
Servicer Event of Default under the terms of this Agreement unless the Trust
Administrator or the Depositor have previously provided notice of the Servicer
Event of Default to the Servicer, (2) any merger, consolidation or sale of
substantially all of the assets of the Servicer, (3) the Servicer’s entry
into a written agreement with any Sub-Servicer to perform or assist in the
performance of any of the Servicer’s obligations under the Agreement that
qualifies as an “entry into a material definitive agreement” under Item 1.01 of
the Form 8-K and (4) any material litigation or governmental proceedings
involving the Servicer or any Sub-Servicer;
(ii) Within
ten (10) Business Days following
request by the Depositor, the Servicer shall (or shall cause each Sub-Servicer
to) provide to the Trust Administrator and the Depositor, in writing reasonably
required for compliance with Regulation AB, a description of any affiliation
or
relationship required to be disclosed under Item 1119 between the
Servicer and any of the
parties listed in Items 1119 (a)(1)-(6) of Regulation AB that develops following
the Closing Date (other than an affiliation or relationship that the Trust
Administrator, the Depositor or the issuing entity is required to disclose
under
Item 1119 of Regulation AB) no later than 15 calendar days prior to the date
the
Depositor is required to file its Form 10-K disclosing such affiliation or
relationship. For purposes of the foregoing, the Servicer (1) shall be entitled
to assume that
the parties with whom affiliations or relations must be disclosed are the
Sponsor, the Depositor, the Trust Administrator, the Trustee, the
Custodian and the Swap Provider, if it provides a written request (which
may be
by e-mail) to the Depositor, as applicable, requesting such confirmation
and
either obtains such confirmation or receives no response within three (3)
Business Days, (2) shall not be obligated to disclose any affiliations or
relationships that may develop after the Closing Date with any parties not
identified to the Servicer
in writing within ten days in advance of the Closing Date, and (3) shall
be
entitled to rely upon any written identification of parties provided by the
Depositor or the Trust Administrator or provided in (1)
above;
(iii) If
the Servicer has knowledge of the occurrence of any of the events described
in
this clause (iii), then no later than ten days prior to the deadline for
the
filing of any distribution report on Form 10-D in respect of the Trust, the
Servicer shall provide to the Trust Administrator notice of the occurrence
of
any of the following events along with all information, data, and materials
related thereto as may be required to be included in the related distribution
report on Form 10-D:
(A) any
modifications, extensions or waivers of Mortgage Loan terms, fees, penalties
or
payments during the distribution period; or
(B) material
breaches of Mortgage Loan representations or warranties or servicer transaction
covenants.
(f) As
a condition to the succession to the Servicer or any Sub-Servicer as servicer
or
sub-servicer under this Agreement by any Person (i) into which the Servicer
or
such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed
as a successor to the Servicer or any Sub-Servicer, the Servicer shall provide
to the Trust Administrator and the Depositor, at least 15 calendar days prior
to
the effective date of such succession or appointment, (x) written notice
to the
Trust Administrator and the Depositor of such succession or appointment and
(y)
in writing, all information reasonably requested by the Depositor in order
to
comply with the Servicer’s reporting obligation under Item 6.02 of Form 8-K with
respect to any of the Certificates.
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
|
|
SECTION
4.01
|
Distributions.
|
(a) (1) On
each Distribution Date, the Trust Administrator shall, first, withdraw from
the
Distribution Account an amount equal to the Credit Risk Manager Fee for such
Distribution Date and shall pay such amount to the Credit Risk Manager and,
second, 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:
(I) On
each Distribution Date, the Group I Interest Remittance Amount shall be
distributed to the Certificateholders in the following order of
priority:
(i) to
the Holders of the Group I Certificates, the Senior Interest Distribution
Amount
related to such Certificates; and
(ii) concurrently,
to the Holders of each Class of Group II Certificates and Group III
Certificates, on a pro rata basis based on the entitlement of each such Class,
the Senior Interest Distribution Amount for each such Class, remaining
undistributed after the distribution of the Group II Interest Remittance
Amount
and the Group III Interest Remittance Amount, as applicable, as set forth
in
Section 4.01(a)(1)(II)(i) and Section 4.01(a)(1)(III)(i) below.
(II) On
each Distribution Date, the Group II Interest Remittance Amount shall be
distributed to the Certificateholders in the following order of
priority:
(i) to
the Holders of the Group II Certificates, the Senior Interest Distribution
Amount related to such Certificates; and
(ii) concurrently,
to the Holders of each Class of Group I Certificates and Group III Certificates,
on a pro rata basis based on the entitlement of each such Class, the Senior
Interest Distribution Amount for each such Class, remaining undistributed
after
the distribution of the Group I Interest Remittance Amount and the Group
III
Interest Remittance Amount, as applicable, as set forth in Section
4.01(a)(1)(I)(i) above and Section 4.01(a)(1)(III)(i) below.
(III) On
each Distribution Date, the Group III Interest Remittance Amount shall be
distributed to the Certificateholders in the following order of
priority:
(i) concurrently,
to the Holders of each Class of Group III Certificates, on a pro rata basis
based on the entitlement of each such Class, the Senior Interest Distribution
Amount related to such Certificates; and
(ii) concurrently,
to the Holders of the Group I Certificates and the Group II Certificates,
the
Senior Interest Distribution Amount related to such Certificates, remaining
undistributed after the distribution of the Group I Interest Remittance Amount
and the Group II Interest Remittance Amount, as applicable, as set forth
in
Section 4.01(a)(1)(I)(i) and Section 4.01(1)(II)(i) above.
(IV) On
each Distribution Date, following the distributions made pursuant to Section
4.01(a)(1)(I), (II) and (III) above, any remaining Group I Interest Remittance
Amount, Group II Interest Remittance Amount and Group III Interest Remittance
Amount will be distributed sequentially to the Class X-0, Xxxxx X-0, Class
M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 and Class
M-10
Certificates, in that order, in an amount equal to the Interest Distribution
Amount for each such Class.
(2)(I) On
each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event is in effect, the Group I Principal Distribution Amount shall be
distributed in the following order of priority:
(i) to
the Holders of the Group I Certificates, until the Certificate Principal
Balance
of such Class has been reduced to zero; and
(ii) concurrently,
to the Holders of the Group II Certificates and the Group III Certificates
(allocated among the Classes of Group III Certificates in the priority described
in Section 4.01(a)(4) below), after taking into account the distribution
of the
Group II Principal Distribution Amount and the Group III Principal Distribution
Amount, as described in Section 4.01(a)(2)(II)(i) and 4.01(a)(2)(III)(i)
below,
until the Certificate Principal Balances of such Classes have been reduced
to
zero.
(II) On
each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event is in effect, the Group II Principal Distribution Amount shall be
distributed in the following order of priority:
(i) to
the Holders of the Group II Certificates, until the Certificate Principal
Balance of such Class has been reduced to zero; and
(ii) concurrently,
to the Holders of the Group I Certificates and the Group III Certificates
(allocated among the Classes of Group III Certificates in the priority described
in Section 4.01(a)(4) below), after taking into account the distribution
of the
Group I Principal Distribution Amount and the Group III Principal Distribution
Amount, as described in Section 4.01(a)(2)(I)(i) above and Section
4.01(a)(2)(III)(i) below, until the Certificate Principal Balances of such
Classes have been reduced to zero.
(III) On
each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event is in effect, the Group III Principal Distribution Amount shall be
distributed in the following order of priority:
(i) to
the Holders of the Group III Certificates (allocated among the Classes of
Group
III Certificates in the priority described in Section 4.01(a)(4) below),
until
the Certificate Principal Balances of such Classes have been reduced to zero;
and
(ii) concurrently,
to the Holders of the Group I Certificates and the Group II Certificates,
after
taking into account the distribution of the Group I Principal Distribution
Amount and the Group II Principal Distribution Amount, as described in Section
4.01(a)(2)(I)(i) and Section 4.01(a)(2)(II)(i) above, until the Certificate
Principal Balances of such Classes have been reduced to zero
(IV) On
each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event is in effect, the sum of the Group I Principal Distribution Amount,
Group
II Principal Distribution Amount and the Group III Principal Distribution
Amount
remaining undistributed for such Distribution Date shall be distributed
sequentially to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5,
Class
M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that
order,
in each case, until the Certificate Principal Balances of such Classes have
been
reduced to zero.
(V) On
each Distribution Date (a) on or after the Stepdown Date and (b) on which
a
Trigger Event is not in effect, the Group I Principal Distribution Amount
shall
be distributed in the following order of priority:
(i) to
the Holders of the Group I Certificates, the Group I Senior Principal
Distribution Amount, until the Certificate Principal Balance of such Class
has
been reduced to zero; and
(ii) concurrently,
to the Holders of the Group II Certificates and the Group III Certificates
(allocated among the Classes of Group III Certificates in the priority described
in Section 4.01(a)(4) below), after taking into account the distribution
of the
Group II Principal Distribution Amount and the Group III Principal Distribution
Amount, as described in Section 4.01(a)(2)(VI)(i) and 4.01(a)(2)(VII)(i)
below,
up to an amount equal to the Group II Senior Principal Distribution Amount
and
the Group III Senior Principal Distribution Amount remaining undistributed,
until the Certificate Principal Balances of such Classes have been reduced
to
zero.
(VI) On
each Distribution Date (a) on or after the Stepdown Date and (b) on which
a
Trigger Event is not in effect, the Group II Principal Distribution Amount
shall
be distributed in the following order of priority:
(i) to
the Holders of the Group II Certificates, the Group II Senior Principal
Distribution Amount, until the Certificate Principal Balance of such Class
has
been reduced to zero; and
(ii) concurrently,
to the Holders of the Group I Certificates and the Group III Certificates
(allocated among the Classes of Group III Certificates in the priority described
in Section 4.01(a)(4) below), after taking into account the distribution
of the
Group I Principal Distribution Amount and the Group III Principal Distribution
Amount, as described in Section 4.01(a)(2)(V)(i) above and 4.01(a)(2)(VII)(i)
below, up to an amount equal to the Group I Senior Principal Distribution
Amount
and the Group III Senior Principal Distribution Amount remaining undistributed,
until the Certificate Principal Balances of such Classes have been reduced
to
zero.
(VII) On
each Distribution Date (a) on or after the Stepdown Date and (b) on which
a
Trigger Event is not in effect, the Group III Principal Distribution Amount
shall be distributed in the following order of priority:
(i) to
the Holders of the Group III Certificates (allocated among the Classes of
Group
III Certificates in the priority described in Section 4.01(a)(4) below),
the
Group III Senior Principal Distribution Amount, until the Certificate Principal
Balances of such Classes have been reduced to zero; and
(ii) concurrently,
to the Holders of the Group I Certificates and the Group II Certificates,
after
taking into account the distribution of the Group I Principal Distribution
Amount and the Group II Principal Distribution Amount, as described in Section
4.01(a)(2)(V)(i) and Section 4.01(a)(2)(VI)(i) above, up to an amount equal
to
the Group I Senior Principal Distribution Amount and the Group II Senior
Principal Distribution Amount remaining undistributed, until the Certificate
Principal Balances of such Classes have been reduced to zero.
(VIII) On
each Distribution Date (a) on or after the Stepdown Date and (b) on which
a
Trigger Event is not in effect, the sum of the Group I Principal Distribution
Amount, the Group II Principal Distribution Amount and the Group III Principal
Distribution Amount remaining undistributed for such Distribution Date shall
be
distributed in the following order of priority:
(i) to
the Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(ii) to
the Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(iii) to
the Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(iv) to
the Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(v) to
the Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(vi) to
the Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(vii) to
the Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(viii) to
the Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero;
(ix) to
the Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced
to
zero; and
(x) to
the Holders of the Class M-10 Certificates, the Class M-10 Principal
Distribution Amount, until the Certificate Principal Balance thereof has
been
reduced to zero.
(3) On
each Distribution Date, the Net Monthly Excess Cashflow shall be distributed
by
the Trust Administrator as follows:
(xi) to
the Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, as part of the Principal Distribution
Amount in an amount equal to the Overcollateralization Increase Amount for
the
Certificates, distributable as part of the Group I Principal
Distribution Amount, the Group II Principal Distribution Amount and the Group
III Principal Distribution Amount;
(xii) sequentially,
to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 Certificates, in
that
order, in each case, in an amount equal to the Interest Carry Forward Amount
allocable to such Class of Certificates;
(xiii) sequentially
to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9 and Class M-10 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;
(xiv) to
the Net WAC Rate Carryover Reserve Account, any Net WAC Rate Carryover Amounts
for the Floating Rate Certificates;
(xv) to
the Swap Provider, any Swap Termination Payments resulting from a Swap Provider
Trigger Event;
(xvi) to
the Holders of the Class CE Certificates, (a) the Interest Distribution Amount
and any Overcollateralization Reduction Amount for such Distribution Date
and
(b) on any Distribution Date on which the aggregate Certificate Principal
Balance of the Floating Rate 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; and
(xvii) to
the Holders of the Class R Certificates, any remaining amounts; provided
that if
such Distribution Date is the Distribution Date immediately following the
expiration of the latest Prepayment Charge term on a Mortgage Loan as identified
on the Mortgage Loan Schedule or any Distribution Date thereafter, then any
such
remaining amounts will be distributed first, to the Holders of the Class
P
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; and second, to the Holders of the Class R Certificates.
(4) With
respect to the Group III Certificates, all principal distributions will be
distributed sequentially, to the Class A-3A, Class A-3B and Class A-3C
Certificates, in that order, until the respective Certificate Principal Balance
of each such Class has been reduced to zero, with the exception that on any
Distribution Date on which the aggregate Certificate Principal Balance of
the
Subordinate Certificates has been reduced to zero, principal distributions
will
be allocated concurrently, to the Class A-3A, Class A-3B and Class A-3C
Certificates, on a pro rata basis based on the Certificate Principal Balances
of
each such Class, until their respective Certificate Principal Balances have
been
reduced to zero.
(5) On
each Distribution Date, after making the distributions of the Available
Distribution Amount as set forth above, the Trust Administrator 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:
(i) concurrently,
to 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
(ii) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6,
Class
M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, the
related Net WAC Rate Carryover Amount.
(6) On
or before each Distribution Date, Net Swap Payments (whether payable to the
Swap
Provider or to the Supplemental Interest Trust Trustee), any Swap Termination
Payment owed to the Swap Provider not resulting from a Swap Provider Trigger
Event pursuant to the Interest Rate Swap Agreement and any Swap Termination
Payments owed to the Supplemental Interest Trust Trustee will be deposited
by
the Supplemental Interest Trust Trustee into the Swap Account. On
each Distribution Date, the Trust Administrator shall withdraw from amounts
on
deposit in the Swap Account (other than amounts representing Swap Termination
Payments received by the Supplemental Interest Trust Trustee or Net Swap
Payments received by the Supplemental Interest Trust Trustee) prior to any
distribution to any Certificates and pay as follows:
(i) to
the Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant
to
the Interest Rate Swap Agreement for such Distribution Date;
(ii) to
the Swap Provider, any Swap Termination Payment owed to the Swap Provider
not
due to a Swap Provider Trigger Event pursuant to the Interest Rate Swap
Agreement and to the extent not paid by the Trustee (in its capacity as
Supplemental Interest Trust Trustee) from any upfront payment received pursuant
to any replacement interest rate swap agreement;
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 Trust Administrator
shall
distribute the amount on deposit in the Swap Account as follows:
(i) concurrently,
to 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) to
the Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to any remaining
Overcollateralization Increase Amount;
(iii) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6,
Class
M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, the
related Interest Distribution Amount and Interest Carry Forward Amount, to
the
extent remaining undistributed;
(iv) sequentially
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6,
Class
M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, in
each
case up to the Allocated Realized Loss Amount related to such Certificates
for
such Distribution Date remaining undistributed;
(v) concurrently,
to each Class of Class A Certificates, the related 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; and
(vi) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6,
Class
M-7, Class M-8, Class M-9 and Class M-10 Certificates, in that order, the
related Net WAC Rate Carryover Amount; and
(vii) to
the Class CE Certificates.
(7) 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 and distributed to the holders of the Class R Certificates
(in
respect of the Class R-I Interest), as the case may be:
(i) With
respect to the Group I Mortgage Loans:
(A) to
Holders of REMIC I Regular Interest I and REMIC I Regular Interest I-1-A
through
I-58-B, pro rata, in an amount equal to (A) Uncertificated Interest for such
REMIC I Regular Interests for such Distribution Date, plus (B) any amounts
payable in respect thereof remaining unpaid from previous Distribution Dates;
and
(B) to
the extent of amounts remaining after the distributions made pursuant to
clause
(i) above, payments of principal shall be allocated first, to REMIC I Regular
Interest I, then to REMIC I Regular interests I-1-A through I-58-B starting
with
the lowest numerical denomination until the Uncertificated Balance of each
such
REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular
Interests with the same numerical denomination, such payments of principal
shall
be allocated pro rata between such REMIC I Regular Interests.
(ii) With
respect to the Group II Mortgage Loans:
(A) to
Holders of REMIC I Regular Interest II and REMIC I Regular Interest II-1-A
through II-58-B, pro rata, in an amount equal to (A) Uncertificated Interest
for
such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts
payable in respect thereof remaining unpaid from previous Distribution Dates;
and
(B) to
the extent of amounts remaining after the distributions made pursuant to
clause
(i) above, payments of principal shall be allocated first, to REMIC I Regular
Interest II, then to REMIC I Regular interests II-1-A through II-58-B starting
with the lowest numerical denomination until the Uncertificated Balance of
each
such REMIC I Regular Interest is reduced to zero, provided that, for REMIC
I
Regular Interests with the same numerical denomination, such payments of
principal shall be allocated pro rata between such REMIC I Regular
Interests.
(iii) With
respect to the Group III Mortgage Loans:
(A) to
Holders of REMIC I Regular Interest III and REMIC I Regular Interest III-1-A
through III-58-B, pro rata, in an amount equal to (A) Uncertificated Interest
for such REMIC I Regular Interests for such Distribution Date, plus (B) any
amounts payable in respect thereof remaining unpaid from previous Distribution
Dates; and
(B) to
the extent of amounts remaining after the distributions made pursuant to
clause
(i) above, payments of principal shall be allocated first, to REMIC I Regular
Interest III, then to REMIC I Regular interests III-1-A through III-58-B
starting with the lowest numerical denomination until the Uncertificated
Balance
of each such REMIC I Regular Interest is reduced to zero, provided that,
for
REMIC I Regular Interests with the same numerical denomination, such payments
of
principal shall be allocated pro rata between such REMIC I Regular
Interests.
(iv) to
the Holders of REMIC I Regular Interest I-58-A all amounts representing
Prepayment Charges in respect of the Group I Mortgage Loans received during
the
related Prepayment Period, to the Holders of REMIC I Regular Interest II-58-A
all amounts representing Prepayment Charges in respect of the Group II Mortgage
Loans received during the related Prepayment Period and to the Holders of
REMIC
I Regular Interest III-58-A, all amounts representing Prepayment Charges
in
respect of the Group III Mortgage Loans received during the related Prepayment
Period.
(8) On
each Distribution Date, the following amounts, in the following order of
priority, shall be distributed by REMIC II to REMIC III on account of the
REMIC
II Regular Interests or withdrawn from the Distribution Account and distributed
to the holders of the Class R-II Interest, as the case may be:
(i) first,
to the Holders of REMIC II Regular Interest LTIO, in an amount equal to (A)
Uncertificated Interest for such REMIC II Regular Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates and second, to Holders of REMIC II Regular Interest LTAA,
REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2, REMIC II
Regular
Interest LTA3A, REMIC II Regular Interest LTA3B, REMIC II Regular Interest
LTA3C, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC
II
Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest
LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC
II
Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest
LTM10, REMIC II Regular Interest LTZZ and REMIC II 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
II Regular Interest LTZZ shall be reduced when the sum of the REMIC II
Overcollateralized Amount is less than the REMIC II 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 II Regular Interest LTA1, REMIC II Regular Interest
LTA2,
REMIC II Regular Interest LTA3A, REMIC II Regular Interest LTA3B, REMIC II
Regular Interest LTA3C, REMIC II Regular Interest LTM1, REMIC II Regular
Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest
LTM4,
REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II
Regular
Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest
LTM9
and REMIC II Regular Interest LTM10, in the same proportion as the
Overcollateralization Increase Amount is allocated to the Corresponding
Certificates and the Uncertificated Balance of REMIC II Regular Interest
LTZZ
shall be increased by such amount;
(ii) to
Holders of REMIC II Regular Interest LT1SUB, REMIC II Regular Interest LT1GRP,
REMIC II Regular Interest LT2SUB, REMIC II Regular Interest LT2GRP, REMIC
II
Regular Interest LT3SUB, REMIC II Regular Interest LT3GRP and REMIC II Regular
Interest LTXX, pro rata, 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;
(iii) to
the Holders of REMIC II Regular Interests, in an amount equal to the remainder
of the REMIC II Marker Allocation Percentage 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 (less the amount payable in clause (v) below) to the Holders
of REMIC II Regular Interest LTAA, until the Uncertificated Balance of such
REMIC II Regular Interest is reduced to zero;
(b) 2.00%
of such remainder (less the amount payable in clause (v) below) first, to
the
Holders of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2,
REMIC
II Regular Interest LTA3A, REMIC II Regular Interest LTA3B, REMIC II Regular
Interest LTA3C, REMIC II Regular Interest LTM1, REMIC II Regular Interest
LTM2,
REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II
Regular
Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest
LTM7,
REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9 and REMIC
II
Regular Interest LTM10, and in the same proportion as principal payments
are
allocated to the Corresponding Certificates, until the Uncertificated Balances
of such REMIC II Regular Interests are reduced to zero and second, to the
Holders of REMIC II Regular Interest LTZZ, until the Uncertificated Balance
of
such REMIC II Regular Interest is reduced to zero;
(c) to
the Holders of REMIC II Regular Interest LTP, all Prepayment Charges and
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 Certificate, in respect of
the
Class R-II 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 II Regular Interest LTAA and REMIC II Regular Interest LTZZ,
respectively.
(iv) to
the Holders of REMIC II Regular Interests, in an amount equal to the remainder
of the REMIC II Sub WAC Allocation Percentage of Available Funds for such
Distribution Date after the distributions made pursuant to clause (ii) above,
and such that distributions of principal shall be deemed to be made to the
REMIC
II Regular Interests first, so as to keep the Uncertificated Balance of each
REMIC II Regular Interest ending with the designation “GRP” equal to 0.01% of
the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan
Group; second, to each REMIC II Regular Interest ending with the designation
“SUB,” so that the Uncertificated Balance of each such REMIC II Regular Interest
is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance
of
the Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of the Class A Certificate in the related Loan Group (except
that if any such excess is a larger number than in the preceding distribution
period, the least amount of principal shall be distributed to such REMIC
II
Regular Interests such that the REMIC II Subordinated Balance Ratio is
maintained); and third, any remaining principal to REMIC II Regular Interest
LTXX; and
(v) any
remaining amount to the Holders of the Class R Certificates (as Holder of
the
Class R-II Interest).
(b) On
each Distribution Date, the Trust Administrator shall withdraw any amounts
then
on deposit in the Distribution Account that represent Prepayment Charges
collected by the Servicer or any Sub-Servicer in connection with the Principal
Prepayment of any of the Mortgage Loans or any Servicer Prepayment Charge
Payment Amount and shall distribute such amounts to the Holders of the Class
P
Certificates. Such distributions shall not be applied to reduce the Certificate
Principal Balance of the Class P Certificates.
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 Certificates with the Highest Priority up to the extent of such
Realized Losses previously allocated to that Class of 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 Certificates with the next Highest Priority, up to
the
amount of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04. Holders of such 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 Certificate of such Class in
accordance with its respective Percentage Interest.
(c) 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(e)
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 Trust Administrator 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 Trust Administrator 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 Depositor or the Servicer shall have
any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(d) 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 or the
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.
(e) 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, 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
Trust Administrator 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 Trust
Administrator therein specified, and
(ii) no
interest shall accrue on such Certificates from and after the end of the
related
Interest Accrual Period.
(iii) 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 Trust Administrator 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(e) shall not have been
surrendered for cancellation within six months after the time specified in
such
notice, the Trust Administrator 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 Trust Administrator 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 Trust Administrator 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 Trust Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 4.01(e).
(f) 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.
|
|
SECTION
4.02
|
Statements
to Certificateholders.
|
On
each
Distribution Date, the Trust Administrator shall prepare and make available
on
its website to each Holder of the Regular Certificates and the Swap Provider,
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 and the amount of
the
distribution made on such Distribution Date to the Holders of the Class P
Certificates allocable to Prepayment Charges;
(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 P&I Advances for such Distribution Date (including the
general purpose of such P&I Advances);
(iv) the
fees and expenses of the trust accrued and paid on such Distribution Date
and to
whom such fees and expenses were paid;
(v) the
aggregate Stated Principal Balance of the Mortgage Loans and any 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 Mortgage Loans as of the related
Due
Date;
(vii) 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;
(viii) with
respect to any Mortgage Loan that became an REO Property during the preceding
calendar month, the loan number of such Mortgage Loan, the unpaid principal
balance and the Stated Principal Balance of such Mortgage Loan as of the
date it
became an REO Property;
(ix) the
Delinquency Percentage and the Realized Loss Percentage;
(x) the
book value and the Stated Principal Balance of any REO Property as of the
close
of business on the last Business Day of the calendar month preceding the
Distribution Date;
(xi) the
aggregate amount of Principal Prepayments made during the related Prepayment
Period;
(xii) 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), separately identifying whether such Realized Losses
constituted Bankruptcy Losses;
(xiii) the
aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
Collection Account or the Distribution Account for such Distribution
Date;
(xiv) the
aggregate Certificate Principal Balance of each such Class of Certificates,
before 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;
(xv) the
Certificate Factor for each such Class of Certificates applicable to such
Distribution Date;
(xvi) the
Interest Distribution Amount in respect of each such Class of Certificates
for
such Distribution Date (separately identifying any reductions in the case
of
Subordinate Certificates resulting from the allocation of Realized Losses
allocable to interest and Extraordinary Trust Fund Expenses on 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;
(xvii) the
aggregate amount of any Prepayment Interest Shortfalls for such Distribution
Date, to the extent not covered by payments by the Servicer pursuant to Section
3.24;
(xviii) the
aggregate amount of Relief Act Interest Shortfalls for such Distribution
Date;
(xix) 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;
(xx) with
respect to any Mortgage Loan as to which foreclosure proceedings have been
concluded, the loan number and unpaid principal balance of such Mortgage
Loan as
of the date of such conclusion of foreclosure proceedings;
(xxi) with
respect to 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) any
Allocated Realized Loss Amount with respect to each Class of Certificates
for
such Distribution Date;
(xxiii) the
amounts deposited into the Net WAC Rate Carryover Reserve Account for such
Distribution Date, the amounts withdrawn from such account and distributed
to
each Class of Certificates, and the amounts remaining on deposit in such
account
after all deposits into and withdrawals from such account on such Distribution
Date;
(xxiv) the
Net WAC Rate Carryover Amounts for each Class of Certificates, if any, for
such
Distribution Date and the amounts remaining unpaid after reimbursements therefor
on such Distribution Date;
(xxv) whether
a Stepdown Date or Trigger Event is in effect;
(xxvi) the
total cashflows received and the general sources thereof;
(xxvii) 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;
(xxviii) the
applicable Record Dates, Interest Accrual Periods and Determination Dates
for
calculating distributions for such Distribution Date;
(xxix) the
amount of any Net Swap Payments or Swap Termination Payments the Significance
Percentage for such Distribution Date; and
(xxx) the
respective Pass-Through Rates applicable to the Floating Rate Certificates
for
such Distribution Date (and whether such Pass-Through Rate was limited by
the
Net WAC Rate) and the Pass-Through Rate applicable to the Floating Rate
Certificates for the immediately succeeding Distribution Date.
In
the
case of information furnished pursuant to subclauses (i) through (iii) above,
the amounts shall be expressed as a dollar amount per Single Certificate
of the
relevant Class.
For
all
purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
shall be determined by the Trust Administrator from information provided
by the
Servicer and reported by the Trust Administrator based on the OTS methodology
for determining delinquencies on mortgage loans similar to the Mortgage
Loans. By way of example, a Mortgage Loan would be delinquent with
respect to a Monthly Payment due on a Due Date if such Monthly Payment is
not
made by the close of business on the Mortgage Loan’s next succeeding Due Date,
and a Mortgage Loan would be more than 30-days Delinquent with respect to
such
Monthly Payment if such Monthly Payment were not made by the close of business
on the Mortgage Loan’s second succeeding Due Date.
The
Trust
Administrator shall make available on its website to each Person (and the
Trustee) who at any time during the calendar year was a Holder of a Regular
Certificate, the statements containing the information set forth in subclauses
(i) through (iii) above. Such obligation of the Trust Administrator shall
be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trust Administrator pursuant to any
requirements of the Code as from time to time are in force.
On
each
Distribution Date, the Trust Administrator shall make available to the
Depositor, each Holder of a Residual Certificate, the Trustee, the Servicer
and
the Credit Risk Manager, 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.
The
Trust
Administrator shall furnish to the Holders of the Residual Certificates the
applicable Form 1066 and each applicable Form 1066Q as required by the Code.
Additionally, the Trust Administrator shall make available on its website
to
each Person (and the Trustee) who at any time during the calendar year was
a
Holder of a Residual Certificate certain statements setting forth information
set forth in clauses (i) through (xxx) above. Such obligation of the Trust
Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trust
Administrator to such Holders pursuant to the rules and regulations of the
Code
as are in force from time to time.
Upon
request, the Trust Administrator 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 Trust Administrator’s duties are limited to the extent
that the Trust Administrator receives timely reports as required from the
Servicer.
On
each
Distribution Date, the Trust Administrator shall provide Bloomberg Financial
Markets, L.P. (“Bloomberg”) on its website (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.
For
each
Distribution Date, the Trust Administrator shall calculate the Significance
Percentage of the Interest Rate Swap Agreement. If on any Distribution Date
through and including the Distribution Date in December 2007, the Significance
Percentage is equal to or greater than 10%, the Trust Administrator shall
promptly notify the Depositor and the Trust Administrator shall file, by
Form
10-D no later than fifteen days following the related Distribution Date,
the
financial statements of the Interest Rate Swap Provider as required by Item
1115
of Regulation AB.
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|
SECTION
4.03
|
Remittance
Reports; P&I Advances.
|
(a) No
later than the Servicer Remittance Date, the Servicer shall deliver to the
Trust
Administrator, in a mutually agreed upon electronic format (or by such other
means as the Servicer and the Trust Administrator may agree from time to
time) a
Remittance Report with respect to the related Distribution Date. The
Trust Administrator shall, on behalf of the Servicer, on such date furnish
a
copy of such Remittance Report to the Credit Risk Manager by such means as
the
Trust Administrator shall agree from time to time. Such Remittance
Report shall include such other information with respect to the Mortgage
Loans
as the Trust Administrator may reasonably require to perform the calculations
necessary to make the distributions contemplated by Section 4.01 and to prepare
the statements to Certificateholders contemplated by Section 4.02. No
later than the Servicer Remittance Date, the Servicer shall furnish to the
Trust
Administrator a monthly report containing such information regarding prepayments
in full on Mortgage Loans during the applicable Prepayment Period in a format
as
mutually agreed to between the Servicer and the Trust
Administrator. Neither the Trustee nor the Trust Administrator shall
be responsible to recompute, recalculate or verify any information provided
to
it by the Servicer.
(b) With
respect to any Mortgage Loan on which a Monthly Payment was due during the
related Due Period and delinquent on the related Determination Date, the
amount
of the Servicer’s P&I Advance will be equal to the amount of the Monthly
Payment (net of the related Servicing Fee) that is delinquent as of the close
of
business on the related Determination Date; provided, however, that with
respect
to any Balloon Mortgage Loan that is delinquent on its maturity date, the
Servicer will not be required to advance the related Balloon Payment but
will be
required to continue to make Advances in accordance with this Section 4.03(b)
with respect to such Balloon Mortgage Loan in an amount equal to an assumed
scheduled interest that would otherwise be due based on the original
amortization schedule for that Balloon Mortgage Loan (with each interest
portion
thereof net of the related Servicing Fee). 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 excess,
if
any, of the Monthly Payment (net of the related Servicing Fee) that would
have
been due on the related Due Date in respect of the related Mortgage Loan,
over
the net income from such REO Property deposited in the Collection Account
pursuant to Section 3.23 for distribution on such Distribution
Date.
On
the
Servicer Remittance Date, the Servicer shall remit in immediately available
funds to the Trust Administrator 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 for the related Distribution Date either (i)
from
its own funds 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 the Collection Account that amounts held
for
future distribution have been, as permitted by this Section 4.03, used by
the
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 Servicer with respect to the Mortgage Loans. Any
amounts held for future distribution used by the Servicer to make a P&I
Advance as permitted in the preceding sentence shall be appropriately reflected
in the Servicer’s records and replaced by the Servicer by deposit in the
Collection Account on or before any future 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 Servicer
Remittance Date) shall be less than the total amount that would be distributed
to the 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 Servicer by
telecopy by the close of business on the Business Day prior to the Distribution
Date via email to the appropriate investor reporting contact of the Servicer
(as
well as the manager of the Servicer’s investor reporting group) in the event
that the amount remitted by the Servicer to the Trust Administrator on such
date
is less than the P&I Advances required to be made by the Servicer for the
related Distribution Date.
(c) The
obligation of the 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
the Trust Fund 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 or Servicing Advance shall
be required to be made hereunder by the Servicer if such P&I Advance or
Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, respectively. The determination by the
Servicer that it has made a Nonrecoverable P&I Advance or a Nonrecoverable
Servicing Advance or that any proposed P&I Advance or Servicing Advance, if
made, would constitute a Nonrecoverable P&I Advance or Nonrecoverable
Servicing Advance, respectively, shall be evidenced by a certification of
a
Servicing Officer delivered to the Trust Administrator (whereupon, upon receipt
of such certification, the Trust Administrator shall forward a copy of such
certification to the Depositor, the Trustee and the Credit Risk
Manager). Notwithstanding the foregoing, if following the application
of Liquidation Proceeds on any Mortgage Loan that was the subject of a Final
Recovery Determination, any Servicing Advance with respect to such Mortgage
Loan
shall remain unreimbursed to the Servicer, then without limiting the provisions
of Section 3.11(a), a certification of a Servicing Officer regarding such
Nonrecoverable Servicing Advance shall not be required to be delivered by
the
Servicer to the Trust Administrator.
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|
SECTION
4.04
|
Allocation
of Extraordinary Trust Fund Expenses and Realized
Losses.
|
(a) Prior
to each Distribution Date, the 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 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 Servicer shall
be
either included in the related Remittance Report (in form and format reasonably
required and mutually agreed upon by the Servicer) or evidenced by an Officers’
Certificate delivered to the Trust Administrator and the Trustee by the 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) All
Realized Losses on the Mortgage Loans shall be allocated by the Trust
Administrator on each Distribution Date as follows: first, to the Interest
Distribution Amount for the Class CE Certificates for the related Interest
Accrual Period; second, Net Swap Payments received under the Interest Rate
Swap
Agreement; third, to the Class CE Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class M-10
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero, fifth, to the Class M-9 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero, sixth, to the Class M-8 Certificates
until the Certificate Principal Balance thereof has been reduced to zero;
seventh, to the Class M-7 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; eighth, to the Class M-6 Certificates,
until
the Certificate Principal Balance thereof has been reduced to zero; ninth,
to
the Class M-5 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero; tenth, to the Class M-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eleventh,
to the
Class M-3 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; twelfth, to the Class M-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and thirteenth, to the
Class
M-1 Certificates, 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)(3). 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 Group I Mortgage Loans shall be allocated on each
Distribution Date to REMIC I Regular Interest I-1-A through REMIC I Regular
Interest I-58-B, starting with the lowest numerical denomination until such
REMIC I Regular Interest has been reduced to zero, provided that, for REMIC
I
Regular Interests with the same numerical denomination, such Realized Losses
shall be allocated pro rata between such REMIC I Regular Interests. All Realized
Losses on the Group II Mortgage Loans shall be allocated on each Distribution
Date to REMIC I Regular Interest II-1-A through REMIC I Regular Interest
II-58-B, starting with the lowest numerical denomination until such REMIC
I
Regular Interest has been reduced to zero, provided that, for REMIC I Regular
Interests with the same numerical denomination, such Realized Losses shall
be
allocated pro rata between such REMIC I Regular Interests. All Realized Losses
on the Group III Mortgage Loans shall be allocated on each Distribution Date
to
REMIC I Regular Interest III-1-A through REMIC I Regular Interest III-58-B,
starting with the lowest numerical denomination until such REMIC I Regular
Interest has been reduced to zero, provided that, for REMIC I Regular Interests
with the same numerical denomination, such Realized Losses shall be allocated
pro rata between such REMIC I Regular Interests.
(d) The
REMIC II Marker Allocation Percentage of all Realized Losses allocated to
the
REMIC I Regular Interests on the Mortgage Loans shall be allocated by the
Trust
Administrator on each Distribution Date to the following REMIC II Regular
Interests in the specified percentages, as follows: first, to Uncertificated
Interest payable to the REMIC II Regular Interest LTAA and REMIC II Regular
Interest LTZZ up to an aggregate amount equal to the REMIC II Interest Loss
Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated
Balances of the REMIC II Regular Interest LTAA and REMIC II Regular Interest
LTZZ up to an aggregate amount equal to the REMIC II Principal Loss Allocation
Amount, 98% and 2%, respectively; third, to the Uncertificated Balances of
REMIC
II Regular Interest LTAA, REMIC II Regular Interest LTM10 and REMIC II Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of
REMIC II Regular Interest LTM10 has been reduced to zero; fourth, to the
Uncertificated Balances of REMIC II Regular Interest LTAA, REMIC II Regular
Interest LTM9 and REMIC II Regular Interest LTZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Balance of REMIC II Regular Interest LTM9 has been
reduced to zero; fifth, to the Uncertificated Balances of REMIC II Regular
Interest LTAA, REMIC II Regular Interest LTM8 and REMIC II Regular Interest
LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II
Regular Interest LTM8 has been reduced to zero; sixth, to the Uncertificated
Balances of REMIC II Regular Interest LTAA, REMIC II Regular Interest LTM7
and
REMIC II Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest LTM7 has been reduced
to
zero; seventh, to the Uncertificated Balances of REMIC II Regular Interest
LTAA,
REMIC II Regular Interest LTM6 and REMIC II Regular Interest LTZZ, 98%, 1%
and
1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest
LTM6 has been reduced to zero; eighth, to the Uncertificated Balances of
REMIC
II Regular Interest LTAA, REMIC II Regular Interest LTM5 and REMIC II Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of
REMIC II Regular Interest LTM5 has been reduced to zero; ninth, to the
Uncertificated Balances of REMIC II Regular Interest LTAA, REMIC II Regular
Interest LTM4 and REMIC II Regular Interest LTZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Balance of REMIC II Regular Interest LTM4 has been
reduced to zero; tenth, to the Uncertificated Balances of REMIC II Regular
Interest LTAA, REMIC II Regular Interest LTM3 and REMIC II Regular Interest
LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II
Regular Interest LTM3 has been reduced to zero; eleventh, to the Uncertificated
Balances of REMIC II Regular Interest LTAA, REMIC II Regular Interest LTM2
and
REMIC II Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest LTM2 has been reduced
to
zero and twelfth, to the Uncertificated Balances of REMIC II Regular Interest
LTAA, REMIC II Regular Interest LTM1 and REMIC II Regular Interest LTZZ,
98%, 1%
and 1%, respectively, until the Uncertificated Balance of REMIC II Regular
Interest LTM1 has been reduced to zero.
(e) The
REMIC II Sub WAC Allocation Percentage of all Realized Losses allocated to
the
REMIC I Regular Interests shall be applied after all distributions have been
made on each Distribution Date first, so as to keep the Uncertificated Balance
of each REMIC II Regular Interest ending with the designation “GRP” equal to
0.01% of the aggregate Stated Principal Balance of the Mortgage Loans in
the
related Loan Group; second, to each REMIC II Regular Interest ending with
the
designation “SUB,” so that the Uncertificated Balance of each such REMIC II
Regular Interest is equal to 0.01% of the excess of (x) the aggregate Stated
Principal Balance of the Mortgage Loans in the related Loan Group over (y)
the
current Certificate Principal Balance of the Class A Certificate in the related
Loan Group (except that if any such excess is a larger number than in the
preceding distribution period, the least amount of Realized Losses shall
be
applied to such REMIC II Regular Interests such that the REMIC II Subordinated
Balance Ratio is maintained); and third, any remaining Realized Losses shall
be
allocated to REMIC II Regular Interest LTXX.
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|
SECTION
4.05
|
Compliance
with Withholding Requirements.
|
Notwithstanding
any other provision of this Agreement, the Trust Administrator shall comply
with
all federal withholding requirements respecting payments to Certificateholders
of interest or original issue discount that the Trust Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders
shall
not be required for such withholding. In the event the Trust Administrator
does
withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trust Administrator shall indicate the amount withheld
to such
Certificateholders.
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|
SECTION
4.06
|
Net
WAC Rate Carryover Reserve Account.
|
(a) No
later than the Closing Date, the Trust Administrator shall establish and
maintain a separate, segregated trust account titled, “Net WAC Rate Carryover
Reserve Account, Citibank, N.A., as Trust Administrator, in trust for the
registered holders of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through
Certificates, Series 2007- AHL3.”
(b) On
each Distribution Date, the Trust Administrator 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 Trust
Administrator shall hold all such amounts for the benefit of the Holders
of the
Floating Rate 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 Floating Rate Certificates
in
the amounts and priorities set forth in Section 4.01(g).
(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. If the Net WAC Rate Carryover
Reserve Account becomes characterized as a partnership for federal income
tax
purposes, the Trust Administrator shall (i) obtain, or cause to be obtained,
a
taxpayer identification number for the Net WAC Rate Carryover Reserve Account,
(ii) prepare and file, or cause to be prepared and filed, any necessary federal,
state or local tax returns for the Net WAC Rate Carryover Reserve Account
and
(iii) prepare and provide to any requesting withholding agent, or cause to
be
prepared and provided to any requesting withholding agent, any necessary
withholding tax form. All amounts deposited into the Net WAC Rate Carryover
Reserve Account shall be treated as amounts distributed by REMIC III to the
Holder of the Class CE Interest and by REMIC IV to the Holder of the Class
CE
Certificates. The Net WAC Rate Carryover Reserve Account will be an
“outside reserve fund” within the meaning of Treasury Regulation Section
1.860G-2(h). Upon the termination of the Trust Fund, or the payment
in full of the Floating Rate 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 Floating Rate 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 Trust Administrator, and the Trust Administrator 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
Floating Rate Certificates to receive payments from the Net WAC Rate Carryover
Reserve Account in respect of any Net WAC Rate Carryover Amount may have
more
than a de minimis value.
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|
SECTION
4.07
|
Commission
Reporting.
|
(a) (i)
Within 10 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 Depositor, 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 the
Trust
Administrator will have no duty or liability to verify the accuracy or
sufficiency of any such Additional Form 10-D Disclosure and the Trust
Administrator shall have no liability with respect to any failure to properly
prepare or file such Form 10-D resulting from or relating to the Trust
Administrator’s inability or failure to obtain any information in a timely
manner from the party responsible for delivery of such Additional Form 10-D
Disclosure.
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, 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 for verification. The
Depositor will approve, as to form and substance, or disapprove, as the case
may
be, the Form 10-D. No later than three Business Days prior to the
10th calendar
day after the related Distribution Date, an officer of the Depositor 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.
Notwithstanding
any other provisions of this Agreement, the obligations of the Servicer with
respect to Additional Form 10-D Disclosure and any Additional Disclosure
Notification shall be limited to those set forth in Section 3.28(e)(iii) of
this Agreement.
(ii) Within
three (3) 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 any Form 8-K, as required by the Exchange Act, (other than
the
initial Form 8-K in connection with the issuance of the Certificates, which
shall be prepared and filed by the Depositor). 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 determined and
prepared by the entity that is indicated in Exhibit B as the responsible
party
for providing that information. The Trust Administrator shall not be
responsible for determining what information is required to be filed on Form
8-K
or for any filing that is not made on a timely basis in accordance with
Regulation AB in the event that such information is not delivered to the
Trust
Administrator on or prior to the fourth Business Day prior to the applicable
filing deadline.
For
so
long as the Trust is subject to the Exchange Act reporting requirements,
no
later than the end of business on the second Business Day after the occurrence
of a Reportable Event, the entity that is indicated in Exhibit B as the
responsible party for providing Form 8-K Disclosure Information shall be
required to provide to the Trust Administrator, to the extent known, the
form
and substance of any Form 8-K Disclosure Information, if
applicable. The Trust Administrator shall compile the information
provided to it, and prepare and file the Form 8-K, which shall be signed
by an
officer of the Depositor.
Notwithstanding
any other provisions of this Agreement, the obligations of the Servicer with
respect to Form 8-K Disclosure Information shall be limited to those set
forth
in Sections 3.28(e)(i) and 3.28(f) of this Agreement.
(iii) Prior
to January 30 of the first year in which the Trust Administrator is able
to do
so under applicable law, the Trust Administrator shall, in accordance with
industry standards, file a Form 15 Suspension Notice with respect to the
Trust
Fund, if applicable. Prior to (x) March 5, 2008 and (y) unless and until
a Form
15 Suspension Notice shall have been filed, prior to March 5th of each
year
thereafter, the Servicer shall provide the Trust Administrator with an Annual
Compliance Statement, together with a copy of the Assessment of Compliance
and
Attestation Report to be delivered by the Servicer pursuant to Sections 3.20
and
3.21 (including with respect to any Sub-Servicer or any Subcontractor, if
required to be filed). Prior to (x) March 31, 2008 and (y) unless and
until a Form 15 Suspension Notice shall have been filed, March 31 of each
year
thereafter, the Trust Administrator shall file a Form 10-K, in substance
as
required by applicable law or applicable Securities and Exchange Commission
staff’s interpretations and conforming to industry standards, with respect to
the Trust Fund. Such Form 10-K shall include the Assessment of Compliance,
Attestation Report, Annual Compliance Statements and other documentation
provided by the Servicer pursuant to Sections 3.20 and 3.21 (including with
respect to any Sub-Servicer or Subcontractor, if required to be filed) and
Section 3.21 with respect to the Trust Administrator, and the Form 10-K
certification in the form attached hereto as Exhibit H-1 (the “Certification”)
signed by the senior officer of the Depositor in charge of
securitization. The Trust Administrator shall receive the items
described in the preceding sentence no later than March 5th of each
calendar
year prior to the filing deadline for the Form 10-K. If the Servicer
does not deliver such items by March 5th of any
year,
either the Trust Administrator or the Depositor shall provide the Servicer
with
written notice of its failure to deliver such items and the Servicer shall
have
10 calendar days from the date of its receipt of such written notice to cure
such failure to deliver.
If
information, data and exhibits to be included in the Form 10-K are not so
timely
delivered, the Trust Administrator shall file an amended Form 10-K
including such documents as exhibits reasonably promptly after they are
delivered to the Trust Administrator. The Trust Administrator shall
have no liability with respect to any failure to properly prepare or file
such
periodic reports resulting from or relating to the Trust Administrator’s
inability or failure to timely obtain any information from any other
party.
Prior
to
(x) March 1, 2008 and (y) unless and until a Form 15 Suspension Notice shall
have been filed, prior to March 1st of each
year
thereafter, each entity that is indicated in Exhibit B as the responsible
party
for providing Additional Form 10-K Disclosure shall be required to provide
to
the Trust Administrator and the Depositor, to the extent known, the form
and
substance of any Additional Form 10-K Disclosure Information, if applicable.
The
Trust Administrator shall compile the information provided to it, prepare
the
Form 10-K and forward the Form 10-K to the Depositor for
verification. The Depositor will approve, as to form and substance,
or disapprove, as the case may be, the Form 10-K by no later than March 25th of the
relevant
year (or the immediately preceding Business Day if March 25th is not
a Business
Day), an officer of the Depositor 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.
Notwithstanding
any other provisions of this Agreement, the obligations of the Servicer with
respect to Additional Form 10-K Disclosure shall be limited to those set
forth
in Section 3.28(e)(ii) of this Agreement.
The
Trust
Administrator shall sign a certification (in the form attached hereto as
Exhibit H-2) for the benefit of the Depositor and its officers, directors
and Affiliates in respect of items 1 through 3 of the Certification (the
“Trust
Administrator Certification”) (provided, however, that the Trust Administrator
shall not undertake an analysis of the Attestation Report attached as an
exhibit
to the Form 10-K), and the Servicer shall sign a certification (the “Servicer
Certification”) solely with respect to the Servicer (substantially in the form
attached hereto as Exhibit H-3) for the benefit of the Depositor, the Trust
Administrator and each Person, if any, who “controls” the Depositor or the Trust
Administrator within the meaning of the Securities Act of 1933, as amended,
and
their respective officers and directors; provided, however, that neither
the
Trust Administrator Certification nor the Servicer Certification shall be
filed
as an exhibit to, or included in, any filing with the
Commission. Each such certification shall be delivered to the
Depositor and the Trust Administrator by March 20th of each
year (or
if not a Business Day, the immediately preceding Business Day). The
Certification attached hereto as Exhibit H-1 shall be delivered to the
Trust Administrator by March 25th for filing
on or
prior to March 31st of each
year (or
if not a Business Day, the immediately preceding Business Day).
(b) In
addition, the Trust Administrator shall indemnify and hold harmless the
Depositor, the Servicer 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 solely and directly based upon
(i) a
breach of the Trust Administrator’s obligations under this Section 4.07 or (ii)
any material misstatement or omission contained in the Trust Administrator
Certification. If the indemnification provided for herein is
unavailable or insufficient to hold harmless the Depositor, then the Trust
Administrator 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 Trust Administrator on the other.
Notwithstanding the foregoing, in no event shall the Trust Administrator
be
liable for any special, consequential, indirect or punitive
damages.
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|
SECTION
4.08
|
Swap
Account.
|
(a) On
the Closing Date, there is hereby established a separate trust (the
“Supplemental Interest Trust”), into which the Depositor shall deposit the
Interest Rate Swap Agreement. The Supplemental Interest Trust shall
be maintained by the Supplemental Interest Trust Trustee. No later
than the Closing Date, the Supplemental Interest Trust Trustee shall establish
and maintain with the Trust Administrator a separate, segregated trust account
to be held in the Supplemental Interest Trust, titled, “Swap Account, Citibank,
N.A., as Supplemental Trust Trustee, in trust for the registered holders
of the
Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
Series 2007-AHL3.” Such account shall be an Eligible Account and
funds on deposit therein shall be held separate and apart from, and shall
not be
commingled with, any other moneys, including, without limitation, other moneys
of the Trust Administrator held pursuant to this Agreement. Amounts
therein shall be held uninvested.
(b) Prior
to any distribution to any Certificate, the Supplemental Interest Trust Trustee
or the Trust Administrator on its behalf shall deposit into the Swap Account
(for distribution pursuant to Section 4.01(a)(6)): (i) the amount of any
Net
Swap Payment or Swap Termination Payment (other than any Swap Termination
Payment resulting from a Swap Provider Trigger Event) owed to the Swap Provider
(after taking into account any upfront payment received from the counterparty
to
a replacement interest rate swap agreement) from funds collected and received
with respect to the Mortgage Loans prior to the determination of the Available
Distribution Amount. For federal income tax purposes, any amounts paid to
the
Swap Provider shall first be deemed paid to the Swap Provider in respect
of
REMIC VI Regular Interest SWAP IO to the extent of the amount distributable
on
REMIC VI Regular Interest SWAP IO on such Distribution Date, and any remaining
amount shall be deemed paid to the Swap Provider in respect of a Class IO
Distribution Amount (as defined below).
(c) It
is the intention of the parties hereto that, for federal and state income
and
state and local franchise tax purposes, the Supplemental Interest Trust 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 Supplemental
Interest Trust 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 Supplemental Interest Trust be treated
as a
partnership. If the Supplemental Interest Trust becomes characterized as
a
partnership for federal income tax purposes, the Trust Administrator shall
(i)
obtain, or cause to be obtained, a taxpayer identification number for the
Supplemental Interest Trust, (ii) prepare and file, or cause to be prepared
and
filed, any necessary federal, state or local tax returns for the Supplemental
Interest Trust and (iii) prepare and provide to any requesting withholding
agent, or cause to be prepared and provided to any requesting withholding
agent,
any necessary withholding tax form. The Supplemental Interest Trust
will be an “outside reserve fund” within the meaning of Treasury Regulation
Section 1.860G-2(h). As of the Closing Date, it is the intention of the parties
hereto, that, for federal and state income and state and local franchise
tax
purposes, the Supplemental Interest Trust be treated as a
partnership.
(d) To
the extent that the Supplemental Interest Trust is determined to be a separate
legal entity from the Supplemental Interest Trust Trustee, any obligation
of the
Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
shall
be deemed to be an obligation of the Supplemental Interest Trust.
(e) The
Trust Administrator shall treat the Holders of Certificates (other than the
Class P, Class CE, Class R and Class R-X Certificates) as having entered
into a
notional principal contract with respect to the Holders of the Class CE
Certificates. Pursuant to each such notional principal contract, all Holders
of
Certificates (other than the Class P, Class CE, Class R and Class R-X
Certificates) shall be treated as having agreed to pay, on each Distribution
Date, to the Holder of the Class CE Certificates an aggregate amount equal
to
the excess, if any, of (i) the amount payable on such Distribution Date on
the
REMIC III Regular Interest corresponding to such Class of Certificates over
(ii)
the amount payable on such Class of Certificates on such Distribution Date
(such
excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount
payable from interest collections shall be allocated pro rata among such
Certificates based on the excess of (a) the amount of interest otherwise
payable
to such Certificates over (ii) the amount of interest payable to such
Certificates at a per annum rate equal to the Net WAC Pass-Through Rate,
and a
Class IO Distribution Amount payable from principal collections shall be
allocated to the most subordinate Class of Certificates with an outstanding
principal balance to the extent of such balance. In addition, pursuant to
such
notional principal contract, the Holder of the Class CE Certificates shall
be
treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders
of
the Certificates (other than the Class CE, Class P, Class R and Class R-X
Certificates) in accordance with the terms of this Agreement. Any payments
to
the Certificates from amounts deemed received in respect of this notional
principal contract shall not be payments with respect to a Regular Interest
in a
REMIC within the meaning of Code Section 860G(a)(1). However, any payment
from
the Certificates (other than the Class CE, Class P, Class R and Class R-X
Certificates) of a Class IO Distribution Amount shall be treated for tax
purposes as having been received by the Holders of such Certificates in respect
of their interests in REMIC III and as having been paid by such Holders pursuant
to the notional principal contract. Thus, each Certificate (other than the
Class
P, Class R and Class R-X Certificates) shall be treated as representing not
only
ownership of Regular Interests in REMIC III, but also ownership of an interest
in, and obligations with respect to, a notional principal contract.
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|
SECTION
4.09
|
Swap
Collateral Account
|
The
Trust
Administrator (in its capacity as Supplemental Interest Trust Trustee) is
hereby
directed to perform the obligations of the Custodian as defined under the
Swap
Credit Support Annex (the “Swap Custodian”). On or before the Closing
Date, the Swap Custodian shall establish a Swap Collateral
Account. The Swap Collateral Account shall be held in the name of the
Swap Custodian in trust for the benefit of the
Certificateholders. The Swap Collateral Account must be an Eligible
Account and shall be titled “Swap Collateral Account, Citibank, N.A., as Trust
Administrator, in trust for the registered holders of Citigroup Mortgage
Loan
Trust 2007-AHL3, Asset-Backed Pass-Through Certificates, Series 2007-AHL3,
Mortgage Pass-Through Certificates.”
The
Swap
Custodian shall credit to Swap Collateral Account all collateral (whether
in the
form of cash or securities) posted by the Swap Provider to secure the
obligations of the Swap Provider in accordance with the terms of the Interest
Rate Swap Agreement. Except for investment earnings, the Swap
Provider shall not have any legal, equitable or beneficial interest in the
Swap
Collateral Account other than in accordance with this Agreement, the Interest
Rate Swap Agreement and applicable law. The Swap Custodian shall
maintain and apply all collateral and earnings thereon on deposit in the
Swap
Collateral Account in accordance with Swap Credit Support Annex.
Cash
collateral posted by the Swap Provider in accordance with the Swap Credit
Support Annex shall be invested at the direction of the Swap Provider in
Permitted Investments in accordance with the requirements of the Swap Credit
Support Annex. All amounts earned on amounts on deposit in the Swap
Collateral Account (whether cash collateral or securities) shall be for the
account of and taxable to the Swap Provider. In no event shall the
Swap Custodian be liable for the selection of Permitted Investments or for
investment losses incurred thereon. The Swap Custodian shall have no
liability in respect of losses incurred as a result of the liquidation of
any
Permitted Investments prior to its stated maturity or failure of the Swap
Provider to provide timely written direction. If no investment
direction is provided, such amounts shall remain uninvested.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined
in the
Interest Rate Swap Agreement) with respect to the Swap Provider or upon
occurrence or designation of an Early Termination Date (as defined in the
Interest Rate Swap Agreement) as a result of any such Event of Default or
Specified Condition with respect to the Swap Provider, and, in either such
case,
unless the Swap Provider has paid in full all of its Obligations (as defined
in
the Swap Credit Support Annex) that are then due, then any collateral posted
by
the Swap Provider in accordance with the Swap Credit Support Annex shall
be
applied to the payment of any Obligations due to Party B (as defined in the
Interest Rate Swap Agreement) in accordance with the Swap Credit Support
Annex. To the extent the Swap Custodian is required to return any of
the Posted Collateral (as defined in the Swap Credit Support Annex) to the
Swap
Provider under the terms of the Swap Credit Support Annex, the Swap Custodian
shall return such collateral in accordance with the terms of the Swap Credit
Support Annex.
|
|
SECTION
4.10
|
Rights
and Obligations Under the Interest Rate Swap
Agreement.
|
In
the
event that the Swap Provider fails to perform any of its obligations under
the
Interest Rate Swap 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 Swap Agreement) occurs with respect to the Interest Rate Swap
Agreement, the Trust Administrator (in its capacity as Supplemental Interest
Trust 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 Supplemental Interest Trust, required to enforce the rights
of the
Supplemental Interest Trust under the Interest Rate Swap Agreement.
In
the
event that the Swap Provider’s obligations are guaranteed by a third party under
a guaranty relating to the Interest Rate Swap Agreement (such guaranty the
“Guaranty” and such third party the “Guarantor”), then to the extent that the
Swap 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 Swap Agreement,
the Trust Administrator (in its capacity as Supplemental Interest Trust Trustee)
shall, promptly following actual notice of the Swap 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 Trust Administrator
(in its capacity as Supplemental Interest Trust Trustee) shall in no event
be
liable for any failure or delay in the performance by the Swap Provider or
any
Guarantor of its obligations hereunder or pursuant to the Interest Rate Swap
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.
Upon
an
early termination of the Interest Rate Swap Agreement other than in connection
with the optional termination of the Trust, the Trust Administrator (in its
capacity as Supplemental Interest Trust Trustee), at the direction of the
Depositor, will use reasonable efforts to appoint a successor swap provider
to
enter into a new interest rate swap agreement on terms substantially similar
to
the Interest Rate Swap Agreement, with a successor swap provider meeting
all
applicable eligibility requirements. If the Trust Administrator (in its capacity
as Supplemental Interest Trust Trustee) receives a termination payment from
the
Swap Provider in connection with such early termination, the Trust Administrator
(in its capacity as Supplemental Interest Trust Trustee) will apply such
termination payment to any upfront payment required to appoint the successor
swap provider. If the Trust Administrator (in its capacity as
Supplemental Interest Trust Trustee) is required to pay a termination payment
to
the Swap Provider in connection with such early termination, the Trust
Administrator (in its capacity as Supplemental Interest Trust Trustee) will
apply any upfront payment received from the successor swap provider to pay
such
termination payment.
If
the
Trust Administrator (in its capacity as Supplemental Interest Trust Trustee)
is
unable to appoint a successor swap provider within 30 days of the early
termination, then the Trust Administrator (in its capacity as Supplemental
Interest Trust Trustee) will deposit any termination payment received from
the
original Swap Provider into a separate, non-interest bearing 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 Net Swap
Payment, if any, that would have been paid to the Trust Administrator (in
its
capacity as Supplemental Interest Trust Trustee) by the original Swap Provider
calculated in accordance with the terms of the original Interest Rate Swap
Agreement, and distribute such amount in accordance with the terms
of Section 4.01(a)(6).
Upon
an
early termination of the Interest Rate Swap Agreement in connection with
the
optional termination of the Trust, if the Trust Administrator (in its capacity
as Supplemental Interest Trust Trustee) receives a termination payment from
the
Swap Provider, such termination payment will be distributed in accordance
with
Section 4.01(a)(6).
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|
SECTION
4.11
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
For
federal income tax purposes, each holder of a Floating Rate Certificate is
deemed to own an undivided beneficial ownership interest in a REMIC regular
interest and the right to receive payments from either the Net WAC Rate
Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
Carryover Amount or the obligation to make payments to the Swap Account.
For
federal income tax purposes, the Trust Administrator will account for payments
to each Floating Rate Certificates as follows: each Floating Rate Certificate
will be treated as receiving their entire payment from REMIC III (regardless
of
any Swap Termination Payment or obligation under the Interest Rate Swap
Agreement) and subsequently paying their portion of any Swap Termination
Payment
in respect of each such Class’ obligation under the Interest Rate Swap
Agreement. In the event that any such Class is resecuritized in a REMIC,
the
obligation under the Interest Rate Swap Agreement to pay any such Swap
Termination Payment (or any shortfall in Swap Provider Fee), will be made
by one
or more of the REMIC Regular Interests issued by the resecuritization REMIC
subsequent to such REMIC Regular Interest receiving its full payment from
any
such Floating Rate Certificate.
The
REMIC
regular interest corresponding to a Floating Rate Certificate will be entitled
to receive interest and principal payments at the times and in the amounts
equal
to those made on the certificate to which it corresponds, except that (i)
the
maximum interest rate of that REMIC regular interest will equal the Net WAC
Pass-Through Rate computed for this purpose by limiting the Swap Notional
Amount
of the Interest Rate Swap Agreement to the aggregate Stated Principal Balance
of
the Mortgage Loans and (ii) any Swap Termination Payment will be treated
as
being payable solely from Net Monthly Excess Cashflow. As a result of the
foregoing, the amount of distributions and taxable income on the REMIC regular
interest corresponding to a Floating Rate Certificate may exceed the actual
amount of distributions on the Floating Rate Certificate.
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-19. 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, authenticated and delivered
by the Trust Administrator to or upon the order of the Depositor. The
Certificates shall be executed and attested by manual or facsimile signature
on
behalf of the Trust Administrator by an authorized signatory. Certificates
bearing the manual or facsimile signatures of individuals who were at any
time
the proper officers of the Trust Administrator shall bind the Trust
Administrator, 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
Trust
Administrator 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 Trust Administrator 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 Trust Administrator 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 Servicer
and the Trust Administrator, 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
Trust Administrator resigns or is removed in accordance with the terms hereof,
the successor Trust Administrator 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 Servicer 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 Trust Administrator 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 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 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 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
Trust Administrator 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
Trust Administrator 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 Trust Administrator shall
issue
the Definitive Certificates. Such Definitive Certificates will be issued
in
minimum denominations of $25,000, except that any beneficial ownership that
was
represented by a Book-Entry Certificate in an amount less than $25,000
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 Servicer, the Trust
Administrator or 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 Trust
Administrator, to the extent applicable with respect to such Definitive
Certificates, and the Trust Administrator shall recognize the Holders of
the
Definitive Certificates as Certificateholders hereunder.
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|
SECTION
5.02
|
Registration
of Transfer and Exchange of
Certificates.
|
(a) The
Trust Administrator 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 Trust Administrator
shall
provide for the registration of Certificates and of transfers and exchanges
of
Certificates as herein provided.
(b) No
transfer of any Private Certificate 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 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 such Class CE, Class P 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
such Class CE, Class P 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 Trustee
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
Certificateholder desiring to effect the transfer and from such
Certificateholder’s prospective transferee, substantially in the forms attached
hereto 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
(which Opinion of Counsel shall not be an expense of the Trust Fund or of
the
Depositor, the Trustee, the Trust Administrator, the 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. None of the Depositor, the Trust
Administrator 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 shall, and does hereby
agree to, indemnify the Trustee, the Trust Administrator, the Depositor and
the
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.
Notwithstanding
the foregoing, 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 Ownership Interest by the Depositor, such
transfer shall be required to be made in reliance upon Rule 144A under the
1933
Act, and the transferee will be deemed to have made each of the transferee
representations and warranties set forth Exhibit F-1 hereto in respect of
such
interest as if it was evidenced by a Definitive Certificate. The
Certificate Owner of any such Ownership Interest in any such Book-Entry
Certificate desiring to effect such transfer shall, and does hereby agree
to,
indemnify the Trustee 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.
No
transfer of a 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 Department of Labor
regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”). Any purchaser
or transferee of a Certificate will be deemed to represent, or, in the case
of a
physical Certificate, must certify in the form of Exhibit G, that it is not
a
Plan or acting on behalf of a Plan or using Plan Assets to purchase the
Certificates.
(c) (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 Trust Administrator 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 Trust
Administrator 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 Trust Administrator 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 Trust Administrator, 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 Trust Administrator
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 Trust Administrator 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
Trust
Administrator 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
Trust Administrator 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 Trust
Administrator as a condition to such registration. In addition, no
Transfer of a Residual Certificate shall be made unless the Trust Administrator
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 Trust Administrator 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 Trust Administrator 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 Trust Administrator on such
terms as the Trust Administrator may choose. Such purported Transferee shall
promptly endorse and deliver each Residual Certificate in accordance with
the
instructions of the Trust Administrator. Such purchaser may be the Trust
Administrator itself or any Affiliate of the Trust Administrator. The proceeds
of such sale, net of the commissions (which may include commissions payable
to
the Trust Administrator or its Affiliates), expenses and taxes due, if any,
will
be remitted by the Trust Administrator 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 Trust Administrator, and the Trust Administrator 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 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.
(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 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 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.
(d) Subject
to the preceding subsections, upon surrender for registration of transfer
of any
Certificate at any office or agency of the Trust Administrator maintained
for
such purpose pursuant to Section 8.12, the Trust Administrator shall execute,
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.
(e) 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 Trust Administrator maintained for
such
purpose pursuant to Section 8.12. Whenever any Certificates are so surrendered
for exchange, upon notice from the Trust Administrator, the Trust Administrator
shall execute, 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
Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in the form satisfactory to the Trust Administrator
duly
executed by, the Holder thereof or his attorney duly authorized in
writing. In addition, (i) with respect to each Class R Certificate,
the Holder thereof may exchange, in the manner described above, such Class
R
Certificate for three separate Certificates, each representing such Holder’s
respective Percentage Interest in the Class R-I Interest, the Class R-II
Interest and the Class R-III Interest that was evidenced by the Class R
Certificate being exchanged and (ii) with respect to each Class R-X Certificate,
the Holder thereof may exchange, in the manner described above, such Class
R-X
Certificate for three separate Certificates, each representing such Holder’s
respective Percentage Interest in the Class R-IV Interest, the Class R-V
Interest and the Class R-VI Interest, respectively, in each case that was
evidenced by the Class R-X Certificate being exchanged.
(f) No
service charge to the Certificateholders shall be made for any transfer or
exchange of Certificates, but the Trust Administrator 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.
(g) All
Certificates surrendered for transfer and exchange shall be canceled and
destroyed by the Trust Administrator in accordance with its customary
procedures.
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|
SECTION
5.03
|
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Trust Administrator, or the
Trust Administrator receive evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to 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
Trust Administrator that such Certificate has been acquired by a bona fide
purchaser, the Trust Administrator shall execute, 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 Trust Administrator 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 Trust
Administrator) 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.
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|
SECTION
5.04
|
Persons
Deemed Owners.
|
The
Depositor, the Servicer, the Trustee, the Trust Administrator 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 Servicer, the Trustee, the Trust Administrator or any agent
of
any of them shall be affected by notice to the contrary.
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|
SECTION
5.05
|
Certain
Available Information.
|
The
Trust
Administrator 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 Trust Administrator 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 by the Servicer since the Closing Date
to
evidence the Servicer’s determination that any P&I Advance or Servicing
Advance was, or if made, would be a Nonrecoverable Advance and (E) any and
all
Officers’ Certificates delivered to the Trust Administrator by the 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 Trust Administrator
upon request at the expense of the person requesting the same.
ARTICLE
VI
THE
DEPOSITOR AND THE SERVICER
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|
SECTION
6.01
|
Liability
of the Depositor and the Servicer.
|
The
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed by this Agreement and undertaken hereunder
by
the Servicer herein. The Depositor shall be liable in accordance
herewith only to the extent of the obligations specifically imposed by this
Agreement and undertaken hereunder by the Depositor herein.
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|
SECTION
6.02
|
Merger
or Consolidation of the Depositor or the
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
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 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 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 Servicer shall be a party, or any Person succeeding to the business of
the
Depositor or the Servicer, shall be the successor of the Depositor or the
Servicer, as the case may be, hereunder, without the execution or filing
of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that the successor
or
surviving Person to the Servicer shall be qualified to service mortgage loans
on
behalf of Xxxxxx Mae or Xxxxxxx Mac; and provided further that the Rating
Agencies’ ratings of the Class A Certificates and the Mezzanine Certificates in
effect immediately prior to such merger or consolidation will not be qualified,
reduced or withdrawn as a result thereof (as evidenced by a letter to such
effect from the Rating Agencies).
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|
SECTION
6.03
|
Limitation
on Liability of the Depositor, the Servicer and
Others.
|
None
of
the Depositor, the Servicer (and any Sub-Servicer), the Credit Risk Manager
or
any of the directors, officers, employees or agents of the Depositor, the
Servicer (and any Sub-Servicer) or the Credit Risk Manager 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 the related Sub-Servicing Agreement, as applicable, or for errors
in judgment; provided, however, that this provision shall not protect the
Depositor, the Servicer (and any Sub-Servicer), the Credit Risk Manager or
any
such person against any breach of warranties, representations or covenants
made
herein, or against any specific liability imposed on the Servicer (and any
Sub-Servicer) pursuant hereto or the related Sub-Servicing Agreement, as
applicable, 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 or the
related Sub-Servicing Agreement, as applicable. The Depositor, the Servicer
(and
any Sub-Servicer), the Credit Risk Manager and any director, officer, employee
or agent of the Depositor, the Servicer or the Credit Risk Manager 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 or the
related Sub-Servicing Agreement, as applicable. The Depositor, the Servicer
(and
any Sub-Servicer), the Credit Risk Manager and any director, officer, employee
or agent of the Depositor, the Servicer (and any Sub-Servicer) or the Credit
Risk Manager shall be indemnified and held harmless by the Trust Fund against
(i) any loss, liability or expense incurred in connection with any legal
action
relating to this Agreement or the Certificates (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 the related
Sub-Servicing Agreement, as applicable, or by reason of reckless disregard
of
obligations and duties hereunder or the related Sub-Servicing Agreement,
as
applicable, and (ii) any breach of a representation or warranty regarding
the
Mortgage Loans. None of the Depositor, the Servicer (and any Sub-Servicer)
or
the Credit Risk Manager 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 or the related Sub-Servicing Agreement, as applicable,
and,
in its opinion, does not involve it in any expense or liability; provided,
however, that each of the Depositor, the Servicer (and any Sub-Servicer)
and the
Credit Risk Manager may in its discretion undertake any such action which
it may
deem necessary or desirable with respect to this Agreement or the related
Sub-Servicing Agreement, as applicable, and the rights and duties of the
parties
hereto or to the related Sub-Servicing Agreement, as applicable, and the
interests of the Certificateholders hereunder. In such event, unless the
Depositor, the Servicer (and any Sub-Servicer) or the Credit Risk Manager
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 or the related Sub-Servicing Agreement, as applicable),
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 or the
related Sub-Servicing Agreement, as applicable) shall be expenses, costs
and
liabilities of the Trust Fund, and the Depositor (subject to the limitations
set
forth above), the Servicer (and any Sub-Servicer) and the Credit Risk Manager
shall be entitled to be reimbursed therefor from the Collection Account as
and
to the extent provided in Section 3.11 or from the corresponding custodial
account established under the related Sub-Servicing Agreement, any such right
of
reimbursement being prior to the rights of the Certificateholders to receive
any
amount in the Collection Account.
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|
SECTION
6.04
|
Limitation
on Resignation of the Servicer.
|
The
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 Servicer hereunder. Any such
determination pursuant to clause (i) of the preceding sentence permitting
the
resignation of the Servicer shall be evidenced by an Opinion of Counsel to
such
effect obtained at the expense of the Servicer and delivered to the Trustee
and
the Trust Administrator. No resignation of the Servicer shall become effective
until the Trust Administrator or the Trustee, as applicable, in accordance
with
Section 7.02 hereof, or a successor servicer shall have assumed the 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 Servicer shall not assign or 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 Servicer hereunder.
If, pursuant to any provision hereof, the duties of the Servicer are transferred
to a successor servicer, the entire amount of the Servicing Fee and other
compensation payable to the Servicer pursuant hereto shall thereafter be
payable
to such successor servicer.
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|
SECTION
6.05
|
Rights
of the Depositor in Respect of the
Servicer.
|
The
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 Servicer (and any such Sub-Servicer) in respect
of
the Servicer’s rights and obligations hereunder and access to officers of the
Servicer (and those of any such Sub-Servicer) responsible for such obligations.
Upon request, the 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 Servicer and such other information
relating to the Servicer’s capacity to perform its obligations under this
Agreement that it possesses. 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 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 Servicer under this Agreement and may, but is not obligated to, perform,
or cause a designee to perform, any defaulted obligation of the Servicer
under
this Agreement or exercise the rights of any Servicer under this Agreement;
provided that the 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 Servicer and is not obligated to supervise the performance
of the Servicer under this Agreement or otherwise.
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|
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,
and
as to the collection of any Prepayment Charges with respect to the Mortgage
Loans. Such reports and recommendations will be based upon
information provided to the Credit Risk Manager pursuant to the respective
Credit Risk Management Agreement, and the Credit Risk Manager shall look
solely
to the 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 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.
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|
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
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 Servicer under the related 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 Servicer
pursuant to the applicable Credit Risk Management Agreement in the performance
of its duties thereunder and hereunder.
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|
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
|
Servicer
Events of Default.
|
“Servicer
Event of Default,” wherever used herein, means any one of the following
events:
(i) any
failure by the Servicer to remit to the Trust Administrator for distribution
to
the Certificateholders any payment (other than a P&I Advance required to be
made from its own funds on any 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 two Business Days after the date
upon
which written notice of such failure, requiring the same to be remedied,
shall
have been given to the Servicer by the Depositor, the Trust Administrator
or the
Trustee (in which case notice shall be provided by telecopy), or to the
Servicer, the Depositor, the Trust Administrator and the Trustee by the Holders
of Certificates entitled to at least 25% of the Voting Rights; or
(ii) any
failure on the part of the Servicer duly to observe or perform in any material
respect any other of the covenants or agreements on the part of the Servicer
contained in this Agreement (other than the agreements of the Servicer contained
in Section 3.20 and Section 3.21), which continues unremedied for a period
of 45
days (or if such failure or breach cannot be remedied within 45 days, then
such
remedy shall have been commenced within 45 days and diligently pursued
thereafter; provided, however, that in no event shall such failure or breach
be
allowed to exist for a period of greater than 60 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 Servicer by the Depositor, the Trust
Administrator or the Trustee, or to the 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; 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
Servicer and if such proceeding is being contested by the 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
Servicer shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets
and
liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property; or
(v) the
Servicer shall admit in writing its inability to pay its debts generally
as they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors,
or
voluntarily suspend payment of its obligations;
(vi) any
failure on the part of the Servicer duly to observe or perform in any material
respect any other of the covenants or agreements on the part of the Servicer
contained in Section 3.20 and Section 3.21 (subject to the cure periods set
forth in such Sections); or
(vii) any
failure of the Servicer to make any P&I Advance on any Servicer Remittance
Date required to be made from its own funds pursuant to Section 4.03 which
continues unremedied until the close of business for the Servicer on the
first
Business Day after the date upon which written notice of such failure, requiring
the same to be remedied, shall have been given to the Servicer by the Trust
Administrator or the Trustee (in which case notice shall be provided by
telecopy).
If
a
Servicer Event of Default described in clauses (i) through (vii) of this
Section
shall occur and be continuing, then, and in each and every such case, so
long as
such 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 Servicer (and to the Depositor and the Trust Administrator
if
given by the Trustee or to the Trustee and the Trust Administrator if given
by
the Depositor), terminate all of the rights and obligations of the Servicer
in
its capacity as the Servicer under this Agreement, to the extent permitted
by
law, and in and to the Mortgage Loans and the proceeds thereof. If a Servicer
Event of Default described in clause (vii) hereof shall occur and shall not
have
been remedied during the applicable time period set forth in clause (vii)
above,
the Trust Administrator shall, by notice in writing to the Servicer and the
Depositor, terminate all of the rights and obligations of the Servicer in
its
capacity as the Servicer under this Agreement and in and to the Mortgage
Loans
and the proceeds thereof. On or after the receipt by the Servicer of such
written notice, all authority and power of the Servicer under this Agreement,
whether with respect to the Certificates (other than as a Holder of any
Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested
in
the Trust Administrator pursuant to and under this Section and, without
limitation, the Trust Administrator is hereby authorized and empowered, as
attorney-in-fact or otherwise, to execute and deliver on behalf of and at
the
expense of the 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 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 Trust Administrator with all documents and records requested by it to
enable
it to assume the Servicer’s functions under this Agreement, and to cooperate
with the Trust Administrator in effecting the termination of the Servicer’s
responsibilities and rights under this Agreement, including, without limitation,
the transfer within one Business Day to the Trust Administrator for
administration by it of all cash amounts which at the time shall be or should
have been credited by the Servicer to the Collection Account held by or on
behalf of the Servicer, the Distribution Account or any REO Account or Servicing
Account held by or on behalf of the Servicer or thereafter be received with
respect to the Mortgage Loans or any REO Property serviced by the Servicer
(provided, however, that the 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 and the Trust
Administrator shall not be deemed to have knowledge of a Servicer Event of
Default unless a Responsible Officer of the Trustee or the Trust Administrator,
as the case may be, assigned to and working in the Trustee’s or the Trust
Administrator’s Corporate Trust Office, as applicable, has actual knowledge
thereof or unless written notice of any event which is in fact such a Servicer
Event of Default is received by the Trustee or the Trust Administrator, as
applicable, and such notice references the Certificates, the Trust Fund or
this
Agreement.
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|
SECTION
7.02
|
Trust
Administrator or Trustee to Act; Appointment of
Successor.
|
(a) On
and after the time the Servicer receives a notice of termination, the Trust
Administrator (and in the event the Trust Administrator fails in its obligation,
the Trustee) shall be the successor in all respects to the Servicer in its
capacity as Servicer under this Agreement, the Servicer shall not have the
right
to withdraw any funds from the Collection Account without the consent of
the
Trust Administrator or the Trustee, as applicable, 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
Servicer (except for any representations or warranties of the 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 Servicer’s obligations to make P&I Advances pursuant to
Section 4.03; provided, however, that if the Trust Administrator or the Trustee,
as applicable, is prohibited by law or regulation from obligating itself
to make
advances regarding delinquent mortgage loans, then the Trust Administrator
or
the Trustee, as applicable, 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 Servicer’s failure to provide
information required by Section 7.01 shall not be considered a default by
the
Trust Administrator or the Trustee, as applicable, as successor to the Servicer
hereunder. As compensation therefor, the Trust Administrator or the Trustee,
as
applicable, shall be entitled to the Servicing Fees and all funds relating
to
the Mortgage Loans to which the Servicer would have been entitled if it had
continued to act hereunder (other than amounts which were due or would become
due to the Servicer prior to its termination or resignation). Notwithstanding
the above, the Trust Administrator or the Trustee, as applicable, 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 Trust Administrator or the Trustee, as applicable,
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 Servicer under this Agreement in the assumption of all or any part of
the
responsibilities, duties or liabilities of the Servicer under this Agreement.
No
appointment of a successor Servicer under this Agreement shall be effective
until the assumption by the successor of all of the Servicer’s responsibilities,
duties and liabilities hereunder. In connection with such appointment and
assumption described herein, the Trust Administrator or the Trustee, as
applicable, 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 Servicer as such hereunder. The Depositor, the Trust
Administrator, 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 Servicer under this Agreement,
the
Trust Administrator or the Trustee, as applicable, shall act in such capacity
as
hereinabove provided.
(b) In
connection with the termination or resignation of the Servicer hereunder,
either
(i) the successor servicer, including the Trust Administrator or the Trustee,
as
applicable, if the Trust Administrator or the Trustee, as applicable, is
acting
as successor Servicer, shall represent and warrant that it is a member of
MERS
in good standing and shall agree to comply in all material respects with
the
rules and procedures of MERS in connection with the servicing of the Mortgage
Loans that are registered with MERS, in which case the predecessor Servicer
shall cooperate with the successor Servicer in causing MERS to revise its
records to reflect the transfer of servicing to the successor Servicer as
necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer
shall cooperate with the successor Servicer in causing MERS to execute and
deliver an assignment of Mortgage in recordable form to transfer the Mortgage
from MERS to the Trust Administrator or the Trustee, as applicable, and to
execute and deliver such other notices, documents and other instruments as
may
be necessary or desirable to effect a transfer of such Mortgage Loan or
servicing of such Mortgage Loan on the MERS® System to the successor
Servicer. The predecessor Servicer shall file or cause to be filed
any such assignment in the appropriate recording office. The
predecessor Servicer shall bear any and all fees of MERS, costs of preparing
any
assignments of Mortgage, and fees and costs of filing any assignments of
Mortgage that may be required under this Section 7.02(b).
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|
SECTION
7.03
|
Notification
to Certificateholders.
|
(a) Upon
any termination of the Servicer pursuant to Section 7.01 above or any
appointment of a successor to the Servicer pursuant to Section 7.02 above,
the
Trust Administrator shall give prompt written notice thereof to the Swap
Provider and the 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
Servicer Event of Default or five days after a Responsible Officer of the
Trust
Administrator becomes aware of the occurrence of such an event, the Trust
Administrator shall transmit by mail to all Holders of Certificates notice
of
each such occurrence, unless such default or Servicer Event of Default shall
have been cured or waived.
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|
SECTION
7.04
|
Waiver
of 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 Servicer
Event of Default hereunder may waive such default or Servicer Event of Default;
provided, however, that a default or 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 Servicer Event of Default,
such default or 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 Servicer Event of Default or
impair
any right consequent thereon except to the extent expressly so
waived.
ARTICLE
VIII
CONCERNING
THE TRUSTEE AND THE TRUST ADMINISTRATOR
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|
SECTION
8.01
|
Duties
of Trustee and Trust Administrator.
|
Each
of
the Trustee and the Trust Administrator, prior to the occurrence of a Servicer
Event of Default and after the curing of all Servicer Events of Default which
may have occurred, undertakes to perform such duties and only such duties
as are
specifically set forth in this Agreement. During a Servicer Event of Default,
each of the Trustee and the Trust Administrator 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 or the Trust Administrator enumerated in this Agreement
shall not be construed as a duty.
Each
of
the Trustee and the Trust Administrator, 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 neither the Trustee nor the Trust Administrator 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 or
the
Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own misconduct; provided, however,
that:
(i) Prior
to the occurrence of a Servicer Event of Default, and after the curing of
all
such Servicer Events of Default which may have occurred, the duties and
obligations of each of the Trustee and the Trust Administrator shall be
determined solely by the express provisions of this Agreement, neither the
Trustee nor the Trust Administrator 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 or the Trust Administrator and, in the absence of bad faith on
the
part of the Trustee or the Trust Administrator, as applicable, the Trustee
or
the Trust Administrator, 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 or the Trust
Administrator, as the case may be, that conform to the requirements of this
Agreement;
(ii) Neither
the Trustee nor the Trust Administrator 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) Neither
the Trustee nor the Trust Administrator 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) Neither
the Trustee nor the Trust Administrator shall be required to take notice
or be
deemed to have notice or knowledge of any default unless a Responsible Officer
of the Trustee or the Trust Administrator, as the case may be, 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 or Trust Administrator, as applicable, may conclusively assume
there
is no default.
Neither
the Trustee nor the Trust Administrator 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 or the Trust Administrator, as applicable, including the compensation
and the expenses and disbursements of its agents and counsel, in the ordinary
course of the Trustee’s or the Trust Administrator’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 and the Trust Administrator, none of
the provisions contained in this Agreement shall in any event require the
Trustee or the Trust Administrator, as the case may be, to perform, or be
responsible for the manner of performance of, any of the obligations of the
Servicer under this Agreement, except during such time, if any, as the Trustee
or the Trust Administrator, as applicable, shall be the successor to, and
be
vested with the rights, duties, powers and privileges of, the Servicer in
accordance with the terms of this Agreement.
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|
SECTION
8.02
|
Certain
Matters Affecting the Trustee and the Trust
Administrator.
|
(a) Except
as otherwise provided in Section 8.01:
(i) Each
of the Trustee and the Trust Administrator and any director, officer, employee
or agent of the Trustee or the Trust Administrator, 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 and the Trust Administrator, as the case may be, 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) Neither
the Trustee nor the Trust Administrator 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 or the Trust Administrator, 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 or the Trust
Administrator to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and neither the Trustee nor the Trust
Administrator 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 Trust Administrator or the Trustee of the obligation,
upon
the occurrence of a 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) Neither
the Trustee nor the Trust Administrator 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) Prior
to the occurrence of a Servicer Event of Default hereunder, and after the
curing
of all Servicer Events of Default which may have occurred, neither the Trustee
nor the Trust Administrator 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 or the Trust Administrator,
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 or the
Trust
Administrator, as applicable, not reasonably assured to the Trustee or the
Trust
Administrator, as applicable, by such Certificateholders, the Trustee or
the
Trust Administrator, 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 and the Trust Administrator may execute any of the trusts
or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and neither the Trustee nor the Trust Administrator
shall be responsible for any misconduct or negligence on the part of any
agent
or attorney appointed with due care;
(vii) Neither
the Trustee nor the Trust Administrator shall be personally liable for any
loss
resulting from the investment of funds held in the Collection Account at
the
direction of the Servicer pursuant to Section 3.12; and
(viii) Any
request or direction of the Depositor, the 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 or the Trust Administrator, 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 or the Trust Administrator shall be
brought
in its name for the benefit of all the Holders of such Certificates, subject
to
the provisions of this Agreement.
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|
SECTION
8.03
|
Neither
the Trustee nor Trust Administrator Liable for Certificates or
Mortgage
Loans.
|
The
recitals contained herein and in the Certificates (other than the signature
of
the Trust Administrator, on behalf of the Trustee, the authentication of
the
Trust Administrator on the Certificates, the acknowledgments of the Trustee
and
the Trust Administrator contained in Article II and the representations and
warranties of the Trustee and the Trust Administrator in Section 8.12) shall
be
taken as the statements of the Depositor and neither the Trustee nor the
Trust
Administrator assumes any responsibility for their correctness. Neither the
Trustee nor the Trust Administrator 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
Trust Administrator and authentication of the Trust Administrator on the
Certificates) or of any Mortgage Loan or related document or of MERS or the
MERS
System. Neither the Trustee nor the Trust Administrator 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 Servicer in respect
of the
Mortgage Loans or deposited in or withdrawn from the Collection Account by
the
Servicer.
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|
SECTION
8.04
|
Trustee
and Trust Administrator May Own
Certificates.
|
Each
of
the Trustee and the Trust Administrator 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 or the Trust Administrator, as
applicable.
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|
SECTION
8.05
|
Trustee’s,
Trust Administrator’s and Custodian’s Fees and
Expenses.
|
(a) The
Trust Administrator shall withdraw from the Distribution Account on each
Distribution Date and pay to itself any income and gain realized from the
investment of funds deposited in the Distribution Account. The
Trustee’s fees will be paid by the Trust Administrator pursuant to a separate
agreement between the Trustee and the Trust Administrator, and such compensation
will not be an expense of the Trust. Each of the Trustee, the Trust
Administrator, the 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 or
the
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 or the Custodian’s, as the case may be,
performance in accordance with the provisions of this Agreement) incurred
by the
Trustee, the Trust Administrator or the 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 the
Custodian, under the Custodial Agreement), other than any loss, liability
or
expense (i) resulting from any breach of the Servicer’s obligations in
connection with this Agreement for which the Servicer shall indemnify the
Trustee and the Trust Administrator pursuant to Section 8.05(b) and Section
10.03 (and in the case of the Trustee, resulting from any breach of the Trust
Administrator’s obligations in connection with this Agreement for which the
Trust Administrator shall indemnify the Trustee pursuant to Section 10.03(a)
and
in the case of the Trust Administrator, resulting from any breach of the
Trustee’s obligations in connection with this Agreement for which the Trustee
shall indemnify the Trust Administrator pursuant to Section 10.03(c)), (ii)
that
constitutes a specific liability of the Trustee or the Trust Administrator,
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 the Custodian, under
the
Custodial Agreement) or as a result of a breach of the Trustee’s or the Trust
Administrator’s obligations under Article X hereof (or, in the case of the
Custodian, as a result of a breach of such Custodian’s obligations under the
Custodial Agreement). Any amounts payable to the Trustee, the Trust
Administrator, the 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 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 Trust Administrator for payment to the applicable
indemnified Person from the Distribution Account at any time.
(b) The
Servicer agrees to indemnify the Trustee, the Trust Administrator and the
Custodian from, and hold each harmless against, any loss, liability or expense
resulting from a breach of the 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
or the Custodian, as the case may be. Any payment hereunder made by the Servicer
to the Trustee, the Trust Administrator or the Custodian shall be from the
Servicer’s own funds, without reimbursement from the Trust Fund
therefor.
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|
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.
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|
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 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 both the Trustee and the Trust Administrator resign or are 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 Swap Provider, the Trustee or Trust Administrator,
as applicable, and the 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 both the Trustee
and
the Trust Administrator resign or are 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
Swap
Provider, the Trustee or the Trust Administrator, as applicable, and the
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 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.
Any
Person appointed as successor trust administrator pursuant to this Section
8.07
shall also be required to serve as successor supplemental interest trust
trustee
under the Interest Rate Swap Agreement.
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|
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.
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|
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.
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|
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 II or property
securing the same may at the time be located, the Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act
as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee
or
separate trustees, of all or any part of 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 Servicer and the Trustee may consider
necessary or desirable. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request to do so,
or in
case a 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 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
|
[Reserved].
|
|
|
SECTION
8.12
|
Appointment
of Office or Agency.
|
The
Trust
Administrator 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
Trust Administrator in respect of the Certificates and this Agreement may
be
served.
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|
SECTION
8.13
|
Representations
and Warranties.
|
Each
of
the Trustee and the Trust Administrator hereby represents and warrants to
the
Servicer, the Depositor and the Trustee and the Trust Administrator, as
applicable, as of the Closing Date, that:
(i) It
is a national banking association duly organized, validly existing and in
good
standing under the laws of the United States of America.
(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.
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|
SECTION
8.14
|
[Reserved].
|
|
|
SECTION
8.15
|
No
Trustee or Trust Administrator Liability for Actions or Inactions
of
Custodian.
|
Notwithstanding
anything to the contrary herein, in no event shall the Trustee or the Trust
Administrator be liable to any party hereto or to any third party for the
performance of any custody-related functions with respect to which the Custodian
shall fail to take action on behalf of the Trustee or Trust Administrator,
as
the case may be, or, with respect to which the performance of custody-related
functions pursuant to the terms of the custodial agreement with the Custodian
shall fail to satisfy all the related requirements under this
Agreement.
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|
SECTION
8.16
|
Email
Communications.
|
Notwithstanding
anything to the contrary herein, any and all email communications (both text
and
attachments) by or from the Trust Administrator that the Trust Administrator
in
its sole discretion deems to contain confidential, proprietary, and/or sensitive
information shall be encrypted. The recipient (the “Email Recipient”) of the
email communication will be required to complete a one-time registration
process. Instructions on how to register and/or retrieve an encrypted message
will be included in the first secure email sent by the Trust Administrator
to
the Email Recipient. Additional information and assistance on using the Trust
Administrator’s encryption technology can be found at the Trust Administrator’s
website xxx.xxxxxxxxx.xxx/xxxxxxxxx/xxxxxxx/xxxxxxx/xxxxx.xxx or by
calling (000) 000-0000 (in the U.S.) or (000) 000-0000 at any time.
ARTICLE
IX
TERMINATION
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|
SECTION
9.01
|
Termination
Upon Repurchase or Liquidation of the Mortgage
Loans.
|
(a) Subject
to Section 9.02 and Section 9.03, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer,
the
Servicer, the Trustee and the Trust Administrator with respect to the Mortgage
Loans (other than the obligations of the Servicer and the Master Servicer
to the
Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicer
to provide for and the Trust Administrator to make payments in respect of
the
REMIC I Regular Interests and the Classes of Certificates as hereinafter
set
forth) the Trust Fund shall terminate upon payment to the Certificateholders
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 Servicer (in such capacity, the “Terminator”) of all Mortgage
Loans and each REO Property remaining in REMIC I shall be at a price equal
to
the greater of (x) the Stated Principal Balance of the Mortgage Loans and
the
appraised value of any REO Properties (such appraisal to be conducted by
an
appraiser mutually agreed upon by the Servicer and the Trust Administrator)
and
(y) the fair market value of the Mortgage Loans and the REO Properties (as
determined by the Servicer, with the consent of the Trust Administrator 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 the related
Certificateholders pursuant to Section 9.01(c)), in each case plus accrued
and
unpaid interest thereon at the weighted average of the Mortgage Rates through
the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances allocable to such Mortgage Loans and REO
Properties and any Swap Termination payment payable to the Swap Provider
(the
“Termination Price”), (ii) the purchase by the Winning Bidder of all of the
Mortgage Loans (and REO Properties) after a Successful Auction is conducted
pursuant to Section 9.03 and the related auction proceeds are distributed
pursuant to Section 4.01 and (iii) 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; provided, however, that in no event shall
the
trust created hereby continue beyond the earlier of (a) the expiration of
21
years from the death of the last survivor of the descendants of Xxxxxx X.
Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx,
living on the date hereof and (b) the Latest Possible Maturity Date (as defined
in the Preliminary Statement).
Notwithstanding
anything set forth herein to the contrary (including, without limitation,
in
Section 9.03), the right to purchase all Mortgage Loans and REO Properties
by
the Terminator or the Winning Bidder pursuant to clause (i) or clause (ii)
of
the immediately preceding paragraph, as the case may be, shall be conditioned
upon (1) the aggregate Stated Principal Balance of the Mortgage Loans, and
each
REO Property remaining in the Trust Fund at the time of such election is
reduced
to less than 10% of the aggregate Stated Principal Balance of the Mortgage
Loans
as of the Cut-off Date, (2) the purchase price for the Mortgage Loans and
REO
Properties shall result in the payment of all interest accrued on, as well
as
amounts necessary to retire the principal balance of, each class of
Certificates, (3) only in case of a purchase by the Terminator pursuant to
clause (i) of the immediately preceding paragraph, the absence of a request
for
an auction, or the absence of a Successful Auction, of the Mortgage Loans
and
REO Properties pursuant to Section 9.03.
By
acceptance of a Residual Certificate, the Holders of the Residual Certificates
agree, in connection with any termination hereunder, to assign and transfer
any
amounts in excess of par, and to the extent received in respect of such
termination, to pay any such amounts to the Holders of the Class CE
Certificates.
(b) Notice
of the liquidation of any Certificates shall be given promptly by the Trust
Administrator by letter to the related Certificateholders mailed (a) in the
event such notice is given in connection with the purchase of the Mortgage
Loans
and each related REO Property remaining in REMIC I by the 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 I will terminate and
final
payment of the Certificates and will be made upon presentation and surrender
of
the Certificates at the office of the Trust Administrator 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 Trust Administrator. In the event such notice is given in connection
with
the purchase of all of the Mortgage Loans and each REO Property remaining
in
REMIC I by the Terminator, the Terminator shall deliver to the Trust
Administrator (as set forth in Section 9.01(d)), for deposit in the Distribution
Account an amount in immediately available funds equal to the Termination
Price.
The Trust Administrator shall remit to the Servicer from such funds deposited
in
the Distribution Account (i) any amounts which the Servicer would be permitted
to withdraw and retain from the Collection Account pursuant to Section 3.11
and
(ii) any other amounts otherwise payable by the Trust Administrator to the
Servicer from amounts on deposit in the Distribution Account pursuant to
the
terms of this Agreement, in each case prior to making any final distributions
pursuant to Section 9.01(d) below. Upon certification to the Trust Administrator
by a Servicing Officer of the making of such final deposit, the Trust
Administrator 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.
(c) Upon
receipt of notice by the Trust Administrator of the presentation of the
Certificates by the Certificateholders on the related final Distribution
Date to
the Trust Administrator, the Trust Administrator 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
Trust Administrator 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 Trust
Administrator 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 Trust Administrator 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
Trust Administrator 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 Trust Administrator 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.
(d) In
connection with any optional termination pursuant to Section 9.01(a)(i) and
(ii), four Business Days prior to the final Distribution Date specified in
the
notice required pursuant to Section 9.01(b), the Trust Administrator shall,
no
later than 4:00 pm New York City time on such day, request in writing (in
accordance with the applicable provision of the Interest Rate Swap Agreement)
from the Swap Provider the amount of the Estimated Swap Termination
Payment. The Swap Provider shall, no later than 2:00 pm on the
following Business Day, notify in writing (which may be done in electronic
format) the Trust Administrator of the amount of the Estimated Swap Termination
Payment; the Trust Administrator shall promptly on the next Business day
notify
the Terminator or the Winning Bidder, as applicable, of the amount of the
Estimated Swap Termination Payment.
No
later
than two (2) Business Days prior to the final Distribution Date specified
in the
notices required pursuant to Sections 9.01(b), (x) the Terminator or the
Winning
Bidder, as applicable, shall, no
later than 1:00 pm (New York City time) on such day, deliver to the Trust
Administrator and the Trust Administrator shall deposit funds in the
Distribution Account in an amount equal to the Termination Price or the bid
amount, as applicable (which amount shall be based on the Estimated Swap
Termination Payment) and (y) if the Trust Administrator shall have determined
that the all of the requirements for termination of the Trust Fund have been
met, including without limitation the deposit required pursuant to the
immediately preceding clause (x) as well as the requirements specified in
Section 9.01(b), then the Trust Administrator shall, on the same Business
Day,
provide written notice to the Terminator or the Winning Bidder, as applicable,
the Trustee and the Swap Provider confirming (a) its receipt of the Termination
Price or the bid amount, as applicable (which shall be based on the Estimated
Swap Termination Payment), and (b) that all other requirements of the
termination of the Trust Fund have been met (the “Optional Termination
Notice”). Upon the delivery of the Optional Termination Notice by the
Trust Administrator pursuant to the preceding sentence, (i) the optional
termination shall become irrevocable, (ii) the notice to Certificateholders
of
such optional termination provided pursuant to Section 9.01(b) shall become
unrescindable, (iii) the Swap Provider shall determine the Swap Termination
Payment in accordance with the Interest Rate Swap Agreement (which shall
not
exceed the Estimated Swap Termination Payment), and (iv) the Swap Provider
shall
provide to the Trust Administrator written notice of the amount of the Swap
Termination Payment not later than one (1) Business Days prior to the final
Distribution Date specified in the notices required pursuant to Sections
9.01(b).
|
|
SECTION
9.02
|
Additional
Termination Requirements.
|
(a) In
the event that the Terminator purchases all the Mortgage Loans and each REO
Property, REMIC I shall be terminated, in each case in accordance with the
following additional requirements (or in connection with the final payment
on or
other liquidation of the last Mortgage Loan or 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
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 Trustee shall sell all of the assets
of
REMIC I to the Terminator for cash; and
(iii) At
the time of the making of the final payment on the related Certificates,
the
Trust Administrator 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
(other than cash retained to meet claims), and REMIC I shall terminate at
that
time.
(b) At
the expense of the Terminator (or in the event of termination under Section
9.01(a)(ii), at the expense of the Servicer), the Trust Administrator shall
prepare or cause to be prepared the documentation required in connection
with
the adoption of a plan of liquidation of REMIC I 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 REMIC
I
which authorization shall be binding upon all successor
Certificateholders.
|
|
SECTION
9.03
|
Auction
of the Mortgage Loans and REO
Properties.
|
(a) On
or after the Optional Termination Date, the Directing Holder may, by written
instruction, direct the Trust Administrator to solicit bids in a commercially
reasonable manner from Qualified Bidders for the purchase of the Mortgage
Loans
and any REO Properties owned by the Trust Fund. The Directing Holder
shall provide written notice to the Trust Administrator no later than the
1st day of
the
calendar month in which such auction is to be conducted. Any such
direction by the Directing Holder shall (i) be made in writing and (ii) include
contact information for the Directing Holder. Upon receipt of any
direction from the Directing Holder meeting the requirements of the immediately
preceding sentence, the Trust Administrator shall commence the auction process
described in this Section 9.03. The Trust Administrator may engage a
financial advisor in order to perform any of the duties of the Trust
Administrator specified in Section 9.03. To effectuate such sale, the
Trust Administrator (or such financial advisor) shall follow the procedures
specified in Section 9.03(b) below. The Trust Administrator shall
facilitate the sale of the assets in the Trust Fund to the Winning Bidder
so
long as the Trust Administrator (or any financial advisor on its behalf)
has
received at least three bids from Qualified Bidders and at least one such
bid is
at least equal to the Acceptable Bid Amount. In the event the auction
is not a Successful Auction, and to the extent the Terminator has not exercised
their right to purchase the Mortgage Loans and REO Properties pursuant to
Section 9.01, the Trust Administrator may repeat this process periodically
(thereafter as directed by the Directing Holder) until a Successful Auction
is
conducted. The Trust Administrator shall be reimbursed for its
reasonable costs, including expenses associated with engaging any financial
advisor, from the Directing Holder if the auction is not a Successful Auction,
and, if the auction is a Successful Auction, from the proceeds of the auction
before the proceeds are distributed to Certificateholders.
(b) The
Trust Administrator (or any financial advisor on its behalf) shall solicit
bids
for the purchase of assets owned by the Trust Fund as provided in Section
9.03(a) not later than two Business Days following receipt of the Directing
Holder’s written instruction by contacting by telephone or in writing at least
three Qualified Bidders and requesting that each Qualified Bidder bid (which
bid
shall be in writing) on the Mortgage Loans and REO Properties owned by the
Trust
Fund (on a non-recourse basis with no representations or warranties of any
nature whatsoever made by the Trust Administrator (or such financial advisor))
and providing to the Qualified Bidder any information relating to the Mortgage
Loans and REO Properties owned by the Trust Fund reasonably requested by
such
Qualified Bidder, subject to the Qualified Bidder’s written agreement not to use
such information in the purchase or sale of Certificates (it being understood
no
Qualified Bidder shall be obligated to submit a bid or take any other action
in
connection with any auction). At 1:00 p.m. New York time on the
second Business Day after the date on which bids are last solicited (such
second
day, the “Bid Determination Date”), the Trust Administrator (or any financial
advisor on its behalf) shall determine the highest bid based on the bids
received by the Trust Administrator (or any financial advisor on its behalf)
on
or before such time. The Trust Administrator shall advise each Qualified
Bidder
that any bid submitted by it shall include the amount of any Swap Termination
Payment owed to the Swap Provider.
(c) If
the highest of the bids that are submitted by Qualified Bidders is less than
the
Minimum Auction Amount, the Trust Administrator shall promptly inform the
Directing Holder of the amount of the shortfall and indicate that the Directing
Holder must notify the Trust Administrator within 24 hours whether it will
contribute the amount of such difference (such difference being the “Auction
Supplement Amount”) so that the auction will be a Successful
Auction. If the highest of the bids that are submitted by Qualified
Bidders is equal to or greater than the Minimum Auction Amount, or if the
Directing Holder notifies the Trust Administrator within 24 hours of its
receipt
of notice as described in the previous sentence that it will contribute the
Auction Supplement Amount, then the Trust Administrator (or any financial
advisor on its behalf) shall notify promptly (but in any event no later than
3:00 p.m. New York time on the Business Day following the Bid Determination
Date) the Winning Bidder that its bid was the highest bid and shall provide
wiring instructions for payment of the bid amount into the Distribution Account
by 12:00 p.m. New York time on the second Business Day following the Bid
Determination Date and, if applicable, provide the Directing Holder with
wiring
instructions for payment of the Auction Supplement Amount into the Distribution
Account by such time.
(d) If
such Winning Bidder does not wire the bid amount so that it is received in
the
Distribution Account in immediately available funds by 12:00 p.m. New York
time
on the second Business Day following the Bid Determination Date, the Trust
Administrator shall repeat the process specified in the preceding paragraph
with
respect to the second highest bid, but only if such bid is at least the Minimum
Auction Amount or the Directing Holder agrees to pay the new Auction Supplement
Amount. If no other bids are available to be accepted pursuant to the
preceding sentence, or if the amount remitted by the Winning Bidder plus
any
Auction Supplement Amount remitted by the Directing Holder is less than the
Minimum Auction Amount, then the auction shall be considered to have failed
for
all purposes.
(e) In
the event of a Successful Auction and so long as the Winning Bidder has wired
its bid amount (and the Directing Holder has wired any Auction Supplement
Amount, if applicable) to the Distribution Account as provided above, then
the
Trustee shall promptly convey to the Winning Bidder the Mortgage Loans and
REO
Properties owned by the Trust Fund. The Servicer shall remit to the
Distribution Account from the Collection Account, on the Business Day prior
to
the Distribution Date on which final distribution on the Certificates is
required to be paid under this Agreement, all amounts on deposit in the
Collection Account, net of any amounts permitted to be withdrawn pursuant
to
Section 3.11(a) and amounts owing to the Trust Administrator in reimbursement
of
its reasonable costs, including expenses associated with engaging any financial
advisor, incurred in connection with the auction process. Such
amounts owed to the Trust Administrator shall be withdrawn from the Collection
Account.
(f) Any
amount paid by the Winning Bidder in excess of the Minimum Auction Amount
shall
be distributed by the Trust Administrator pro rata to the Class CE Certificates
on the Distribution Date on which the final distribution on the Certificates
is
made.
(g) The
Servicer may purchase the Mortgage Loans and REO Properties owned by the
Trust
Fund for its own account pursuant to Section 9.01 only if the Directing Holder
chooses not to request an auction as described above or if the immediately
preceding auction is unsuccessful.
(h) If
the Directing Holder pays any Auction Supplement Amount pursuant to Section
9.03(c), on the final Distribution Date any amounts to be distributed to
the
Class CE Certificates pursuant to Section 4.01 will be distributed as follows,
first to the Directing Holder, in an amount up to the Auction Supplement
Amount
and second to the Class CE Certificates, pro rata, based on
entitlement. For federal income tax purposes, the Auction Supplement
Amount so distributed shall be deemed paid pro rata to the Class CE
Certificates, and the portion of such amounts deemed distributed to holders
of
the Class CE Certificates other than the Directing Holder shall be deemed
paid
from such other holders to the Directing Holder.
ARTICLE
X
REMIC
PROVISIONS
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|
SECTION
10.01
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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 REMIC II Regular Interests 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. The
Floating Rate Certificates (exclusive of any right to receive distributions
from
or obligation to make payments to the Net WAC Rate Carryover Reserve Account
in
respect of the Net WAC Rate Carryover Amount or the Swap Account), the Class
CE
Interest, the Class IO Interest and the Class P Interest shall be designated
as
the Regular Interests in REMIC III and the Class R-III Interest shall be
designated as the Residual Interest in REMIC III. The Class CE
Certificates (exclusive of any right to receive distributions from or obligation
to make payments to the Net WAC Rate Carryover Reserve Account in respect
of the
Net WAC Rate Carryover Amount or the Swap Account) shall be designated as
the
Regular Interests in REMIC IV and the Class R-IV Interest shall be designated
as
the Residual Interest in REMIC IV. The Class P Certificates shall be designated
as the Regular Interests in REMIC V and the Class R-V Interest shall be
designated as the Residual Interest in REMIC V. REMIC VI Regular Interest
SWAP
IO shall be designated as the Regular Interests in REMIC VI and the Class
R-VI
Interest shall be designated as the Residual Interest in REMIC
VI. 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 Trust 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 related 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 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 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
Trustee, the Trust Administrator, the Servicer and the Holders of Certificates
shall take such action or cause the 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 Trustee, the Trust Administrator and the Servicer shall not
take
any action or 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 each 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 has 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 Trustee or the Trust Administrator)
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 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; provided that the Servicer
may conclusively rely on such Opinion of Counsel and shall incur no liability
for its action or failure to act in accordance with such Opinion of Counsel.
In
addition, prior to taking any action with respect to any Trust REMIC or the
respective assets of each, or causing any Trust REMIC to take any action,
which
is not contemplated under the terms of this Agreement, the Servicer 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 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; provided that the Servicer may conclusively rely on such writing and
shall incur no liability for its action or failure to act in accordance with
such writing. 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
Trustee, the Trust Administrator and the Servicer will ensure that substantially
all of the assets of REMIC I 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, to the extent such obligations are within the Trustee’s,
Trust Administrator’s or Servicer’s, as applicable, control and not otherwise
inconsistent with the terms of this Agreement.
(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 Servicer pursuant
to Section 10.03 hereof, if such tax arises out of or results from a breach
by
the Servicer of any of its obligations under Article III or this Article
X, or
otherwise (iv) 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 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 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.
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SECTION
10.02
|
Prohibited
Transactions and Activities.
|
None
of
the Depositor, the Servicer, the Trust Administrator 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.
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SECTION
10.03
|
Servicer,
Trustee and Trust Administrator
Indemnification.
|
(a) The
Trust Administrator agrees to indemnify the Trust Fund, the Depositor, the
Servicer and the Trustee for any taxes and costs including, without limitation,
any reasonable attorneys fees imposed on or incurred by the Trust Fund, the
Depositor, the Servicer or the Trustee as a result of a breach of the Trust
Administrator’s covenants set forth in this Article X.
(b) The
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 Servicer’s covenants set forth in Article III (other than Section
3.20 or Section 3.21) or this Article X.
(c) The
Trustee agrees to indemnify the Trust Fund, the Depositor, the Trust
Administrator and the Servicer for any taxes and costs including, without
limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
Fund, the Depositor, the Trust Administrator or the Servicer, as a result
of a
breach of the Trustee’s covenants set forth in this Article X.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
|
|
SECTION
11.01
|
Amendment.
|
This
Agreement may be amended from time to time by the Depositor, the Servicer,
the
Trustee and the Trust Administrator without the consent of any of the
Certificateholders (other than the Class CE Certificateholder, which shall
have
the right to consent), (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 or electronic 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 Servicer,
the Trustee 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
(as
evidenced by either (x) an Opinion of Counsel delivered to the Trustee and
Trust
Administrator or (y) 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) 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 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, neither the Trustee nor the Trust
Administrator shall 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 Trustee and 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.
Notwithstanding
any of the other provisions of this section 11.01, none of the parties to
this
Agreement shall enter into any amendment to this Agreement that could reasonably
be expected to have a material adverse effect on the interests of the
Swap Provider hereunder (excluding, for the avoidance of doubt, any amendment
to
the Pooling and Servicing Agreement that is entered into solely for the purpose
of appointing a successor servicer, master servicer, securities administrator,
trustee or other service provider) without the prior written consent of the
Swap
Provider, which consent shall not be unreasonably withheld, conditioned or
delayed.
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 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.
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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 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.
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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 and Trust Administrator 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 and the Trust Administrator to institute
such action, suit or proceeding in its own name as Trustee or Trust
Administrator hereunder and shall have offered to the Trustee or the Trust
Administrator, as applicable, such indemnity satisfactory to it against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee or the Trust Administrator, 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, the Trustee and the Trust Administrator, 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,
the Trustee and the Trust Administrator shall be entitled to such relief
as can
be given either at law or in equity.
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|
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 Servicer, the Trust Administrator and the Trustee
in writing by the Depositor, (b) in the case of the Servicer, 000 Xxxxxxxxxxx
Xxx, Xxxx Xxxxxx, Xxxxxxxxxx, Attention: Xxxx Xxxx (telecopy number (000)
000-0000), or such other address or telecopy number as may hereafter be
furnished to the Trustee, the Trust Administrator and the Depositor in writing
by the Servicer, (c) in the case of the Trust Administrator, Citibank, N.A.,
000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 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 Servicer and the
Depositor in writing by the Trust Administrator, (d) in the case of the Trustee,
U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, Attention: Structured Finance/CMLTI 2007- AHL3 (telecopy
number (000) 000-0000), or such other address or telecopy number as may
hereafter be furnished to the Servicer, the Trust Administrator and the
Depositor in writing by the Trustee and (e) in the case of the Swap Provider,
Bear Xxxxxxx Financial Products, Inc., 000 Xxxxxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx,
Xxx Xxxx 00000, Attention: DPC Manager or such other address or telecopy
number
as may hereafter be furnished to the Servicer, the Trust Administrator and
the
Depositor in writing by the Swap Provider. 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 the Servicer 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 or the Servicer, as applicable, has actual
knowledge:
1. Any
material change or amendment to this Agreement;
2. The
occurrence of any Servicer Event of Default that has not been cured or
waived;
3. The
resignation or termination of the Servicer, the Trust Administrator 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 Trust Administrator or the
Trustee, as applicable, were it to succeed as Servicer, to make advances
regarding delinquent Mortgage Loans; and
8. The
filing of any claim under the 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
Servicer, as required pursuant to Section 3.20 and Section 3.21, shall promptly
furnish to the Rating Agencies copies of the following:
1. Each
annual statement as to compliance described in Section 3.20; and
2. Each
annual independent public accountants’ servicing 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 at 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
|
Third
Party Rights.
|
The
Swap
Provider shall be an express third-party beneficiary of this Agreement to
the
extent of its express rights to receive any payments under this Agreement
or any
other express rights of each Swap Provider explicitly stated in this Agreement,
and shall have the right to enforce such rights under this Agreement as if
it
were a party hereto.
|
|
SECTION
11.11
|
Intention
of the Parties and Interpretation.
|
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
and
4.07 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
(other than the Servicer) 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 or the Servicer 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.
The
Depositor shall not exercise its right to request delivery of information
or
other performance under these provisions other than in good faith, or for
purposes other than compliance with the Securities Act, the Exchange Act
and the
rules and regulations of the Commission thereunder. The Servicer
acknowledges that interpretations of the requirements of Regulation AB may
change over time, whether due to interpretive guidance provided by the
Commission or its staff, and agrees to negotiate in good faith with the
Depositor and the Trust Administrator with regard to any reasonable requests
for
delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. The Servicer shall cooperate fully
with the Depositor and the Trust Administrator to deliver to the Depositor
or
the Trust Administrator, as applicable, any and all statements, reports,
certifications, records and any other information necessary to permit the
Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to the Servicer, and any parties or items identified
in
writing by the Depositor or the Trust Administrator, including, any Sub-Servicer
or the servicing of the Mortgage Loans necessary in order to effect such
compliance. The Depositor agrees that it will cooperate with the
Servicer and provide sufficient and timely notice of any information
requirements pertaining to this transaction. The Depositor will make
all reasonable efforts to contain requests for information, reports or any
other
materials to items required for compliance with Regulation AB, and shall
not
request information which is not required for such compliance.
IN
WITNESS WHEREOF, the Depositor, the Servicer, the Trust Administrator 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/ Xxxxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx | ||
| Title: | Assistant Vice President | ||
|
COUNTRYWIDE
HOME LOANS SERVICING LP,
as
Servicer
|
|||
|
|
By:
|
/s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | ||
| Title: | 1st Vice President | ||
|
CITIBANK,
N.A.,
as
Trust Administrator
|
|||
|
|
By:
|
/s/ Xxxxxx Xxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxx | ||
| Title: | Vice President | ||
|
U.S.
BANK NATIONAL ASSOCIATION, not in its individual capacity
but solely as
Trustee
|
|||
|
|
By:
|
/s/ Xxxxx X. X’Xxxxx | |
| Name: | Xxxxx X. X’Xxxxx | ||
| Title: | Vice President | ||
|
For
purposes of
Sections 6.06, 6.07 and
6.08:
|
|
PENTALPHA
SURVEILLANCE LLC
|
||
|
By:
|
/s/ Xxxx Xxxxxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxx Xxxxxxxx | |
| Title: | President | |
|
STATE
OF NEW YORK
|
)
|
| ) ss.: |
|
COUNTY
OF NEW YORK
|
)
|
On
the
____ day of June 2007, before me, a notary public in and for said State,
personally appeared __________________, known to me to be a __________________
of Citigroup Mortgage Loan Trust Inc., 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 entity, 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]
| STATE OF ______________ | ) |
| ) ss.: | |
|
COUNTY
OF ___________
|
) |
On
the
____ day of June 2007, before me, a notary public in and for said State,
personally appeared _________________, known to me to be a ________________
of
Countrywide Home Loans Servicing LP, 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 entity, 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]
|
STATE
OF NEW YORK
|
)
|
| ) ss.: |
|
COUNTY
OF NEW YORK
|
)
|
On
the
____ day of June 2007, before me, a notary public in and for said State,
personally appeared ________________________, known to me to be a
________________________ of Citibank, N.A., 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 entity, 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]
| COMMONWEALTH OF MASSACHUSETTS | ) |
| ) ss.: | |
|
COUNTY
OF ___________
|
) |
On
the
____ day of June 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 entity, 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]
| STATE OF ______________ | ) |
| ) ss.: | |
|
COUNTY
OF ___________
|
) |
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 A-1 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.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON THAT
IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, IN
WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN REPRESENTATIONS
AND
UNDERTAKINGS SET FORTH IN SECTION 5.02 OF THE AGREEMENT AND IN ACCORDANCE
WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
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”).
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class A-1 Certificates as
of the
Issue Date: $122,991,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$121,991,000.00
|
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 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.
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 and second 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 A-1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-1 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 Servicer, the Trust Administrator
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 A-1 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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 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. 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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-2
FORM
OF
CLASS A-2 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.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON THAT
IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, IN
WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN REPRESENTATIONS
AND
UNDERTAKINGS SET FORTH IN SECTION 5.02 OF THE AGREEMENT AND IN ACCORDANCE
WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.
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”).
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class A-2 Certificates as
of the
Issue Date: $123,188,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$123,188,000.00
|
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 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.
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 and second 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 A-2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-2 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 Servicer, the Trust Administrator
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 A-2 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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 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. 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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-3
FORM
OF
CLASS A-3A 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”).
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class A-3A Certificates
as of the
Issue Date: $268,929,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$268,929,000.00
|
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 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.
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 and second 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 A-3A Certificates as of the
Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-3A 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 Servicer, the Trust Administrator
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 A-3A 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-4
FORM
OF
CLASS A-3B 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”).
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class A-3B Certificates
as of the
Issue Date: $147,786,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$147,786,000.00
|
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 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.
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 and second 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 A-3B Certificates as of the
Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-3B 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 Servicer, the Trust Administrator
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 A-3B 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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.
|
|
FORM
OF
CLASS A-3C 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”).
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class A-3C Certificates
as of the
Issue Date: $30,777,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$30,777,000.00
|
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 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.
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 and second 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 A-3C Certificates as of the
Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-3C 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 Servicer, the Trust Administrator
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 A-3C 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-6
FORM
OF
CLASS M-1 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 A CERTIFICATES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class M-1 Certificates as
of the
Issue Date: $44,644,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$44,644,000.00
|
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 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.
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 and second 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 M-1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-1 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 Servicer, the Trust Administrator
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 M-1 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-7
FORM
OF
CLASS M-2 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 A CERTIFICATES AND THE CLASS M-1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class M-2 Certificates as
of the
Issue Date: $39,581,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$39,581,000.00
|
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 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.
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 and second 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 M-2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-2 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 Servicer, the Trust Administrator
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 M-2 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-8
FORM
OF
CLASS M-3 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 A CERTIFICATES, THE CLASS M-1
CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class M-3 Certificates as
of the
Issue Date: $12,427,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$12,427,000.00
|
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 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.
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 and second 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 M-3 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-3 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 Servicer, the Trust Administrator
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 M-3 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-9
FORM
OF
CLASS M-4 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 A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES
TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class M-4 Certificates as
of the
Issue Date: $14,268,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$14,268,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 29, 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.
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 and second 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 M-4 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-4 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 Servicer, the Trust Administrator
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 M-4 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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 M-5 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 A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND
THE
CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class M-5 Certificates as
of the
Issue Date: $13,347,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$13,347,000.00
|
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 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.
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 and second 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 M-5 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-5 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 Servicer, the Trust Administrator
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 M-5 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-11
FORM
OF
CLASS M-6 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 A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED
IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class M-6 Certificates as
of the
Issue Date: $9,665,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$9,665,000.00
|
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 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.
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 and second 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 M-6 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-6 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 Servicer, the Trust Administrator
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 M-6 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-12
FORM
OF
CLASS M-7 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 A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES
TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class M-7 Certificates as
of the
Issue Date: $12,887,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$12,887,000.00
|
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 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.
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 and second 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 M-7 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-7 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 Servicer, the Trust Administrator
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 M-7 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
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
Servicer, the Trust Administrator, the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-13
FORM
OF
CLASS M-8 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 A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES
AND THE
CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class M-8 Certificates as
of the
Issue Date: $8,745,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$8,745,000.00
|
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 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.
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 and second 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 M-8 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-8 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 Servicer, the Trust Administrator
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 M-8 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-14
FORM
OF
CLASS M-9 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 A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
THE
CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED
IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class M-9 Certificates as
of the
Issue Date: $13,807,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$13,807,000.00
|
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 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.
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 and second 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 M-9 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-9 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 Servicer, the Trust Administrator
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 M-9 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-15
FORM
OF
CLASS M-10 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 A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
THE
CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
EACH
TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION
5.02(b)
OF THE POOLING AND SERVICING AGREEMENT.
|
Series
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class M-10 Certificates
as of the
Issue Date: $15,649,000.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$15,649,000.00
|
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 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.
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 and second 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 M-10 Certificates as of the
Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
M-10 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 Servicer, the Trust Administrator
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 M-10 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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.
Each
Transferee shall be deemed to have made the representations in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC and (ii) the purchase by the party designated in
the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-16
FORM
OF
CLASS CE 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 A 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 SECTION 4975 OF THE CODE WILL BE REGISTERED.
|
Series:
2007-AHL3
|
Aggregate
Certificate Principal Balance of the Class CE Certificates as
of the Issue
Date: $42,802,978.00
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$42,802,978.00
|
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
First
Distribution Date: July 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Aggregate
Notional Amount of the Class
CE
Certificates as of the Issue Date:
$920,423,978.00
|
Issue
Date: June 29, 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.
ASSET
BACKED 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 and second 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 CE Certificates as of the Issue
Date)
in that certain beneficial ownership interest evidenced by all the Class
CE
Certificates in REMIC IV 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 Servicer, Trust Administrator 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 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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 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. 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.
No
transfer of this Certificate may be made to any person, unless the transferee
complies with the tax certification procedures set forth in 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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC
I 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 REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate Stated Principal Balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-17
FORM
OF
CLASS P 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 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 SECTION 4975 OF THE CODE WILL BE REGISTERED.
|
Series:
2007-AHL3
|
Aggregate
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: June 1,
2007
|
Denomination:
$100.00
|
|
|
First
Distribution Date: July 25, 2007
|
Servicer:
Countrywide Home Loans Servicing LP
|
|
|
No.
1
|
Trust
Administrator: Citibank, N.A.
|
|
|
Trustee:
U.S. Bank National Association
|
||
|
Issue
Date: June 29, 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.
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 and second 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 P Certificates as of the Issue
Date)
in that certain beneficial ownership interest evidenced by all the Class
P
Certificates in REMIC V 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 Servicer 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 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
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
Servicer, the Trust Administrator and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Administrator 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 Trust Administrator
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 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. 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.
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 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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC
I 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 REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement
of the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans 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 Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-18
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 SECTION 4975 OF THE CODE WILL BE
REGISTERED.
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-XXX0
|
Xxxxxxxxx
Xxxxxxxxxx Interest of the Class R Certificates as of the Issue
Date:
100%
|
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
||
|
First
Distribution Date: July 25, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
No.
1
|
Trust
Administrator: Citibank, N.A.
|
|
|
Trustee:
U.S. Bank National Association
|
||
|
Issue
Date: June 29, 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.
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 and second 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 Servicer, the Trust Administrator 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 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
Asset-Backed 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
Servicer, the Trust Administrator, the Trustee, and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Trust Administrator 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 Trust Administrator
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 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.
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.
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,
REMIC II and REMIC III, (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, REMIC
II or
REMIC III.
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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 or REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC I all the Mortgage Loans
and
all property acquired in respect of any Mortgage Loan at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject
to
the aggregate Stated Principal Balance of the Mortgage Loans at the time
of
purchase being less than 10% of the aggregate principal balance of the
Mortgage
Loans as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and
none of the Trustee, Servicer or Trust Administrator assume responsibility
for
their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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-19
FORM
OF
CLASS R-X 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 SECTION 4975 OF THE CODE WILL BE
REGISTERED.
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-XXX0
|
Xxxxxxxxx
Xxxxxxxxxx Interest of the Class R-X Certificates as of the Issue
Date:
100%
|
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
||
|
First
Distribution Date: July 25, 2007
|
Servicer: Countrywide
Home Loans Servicing LP
|
|
|
No.
1
|
Trust
Administrator: Citibank, N.A.
|
|
|
Trustee:
U.S. Bank National Association
|
||
|
Issue
Date: June 29, 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.
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 and second 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-X Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class R-X 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 Servicer, the Trust Administrator
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-X 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
Asset-Backed 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
Servicer, the Trust Administrator, the Trustee, and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator 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 Trust Administrator 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 Trust Administrator
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 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.
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.
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-X Certificates have been designated as a residual interest in REMIC
IV,
REMIC V and REMIC VI, (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-X 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 IV, REMIC
V or
REMIC VI.
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 Servicer, the Trust Administrator, the Trustee and any agent
of
the Depositor, the Servicer, the Trust Administrator 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 Servicer, the Trust Administrator,
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
Trust Administrator 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 or REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
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 REMIC I all the Mortgage Loans
and
all property acquired in respect of any Mortgage Loan at a price determined
as
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject
to
the aggregate Stated Principal Balance of the Mortgage Loans at the time
of
purchase being less than 10% of the aggregate principal balance of the
Mortgage
Loans as of the Cut-off Date. The recitals contained herein shall be taken
as
statements of the Depositor, and none of the Trustee, Servicer or Trust
Administrator assume responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, 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 Trust Administrator has caused this Certificate to
be duly
executed.
Dated:
June ___, 2007
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Officer
|
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Citibank,
N.A., as Trust Administrator
|
|
|
By:
|
|
|
Authorized
Signatory
|
|
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 Trust
Administrator pursuant to Section 4.07(a)(iv). If the Trust
Administrator is indicated below as to any item, then the Trust Administrator
is
primarily responsible for obtaining that information.
Under
Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
included in the periodic Distribution Date statement under Section 4.02,
provided by the Trust Administrator based on information received from
the
Servicer; and b) items marked “Form 10-D report” are required to be in the Form
10-D report but not the 4.02 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.
|
Form
|
Item
|
Description
|
Responsible
Party
|
|
|
10-D
|
Must
be filed within 15 days of the Distribution Date.
|
|||
|
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.
|
4.02
statement
|
|||
|
(2)
Cash flows received and the sources thereof for distributions,
fees and
expenses.
|
4.02
statement
|
|||
|
(3)
Calculated amounts and distribution of the flow of funds for
the period
itemized by type and priority of payment, including:
|
4.02
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.
|
4.02
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.
|
4.02
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.
|
4.02
statement
|
|||
|
(iv)
The amount of excess cash
flow or excess spread and the disposition of excess cash
flow.
|
4.02
statement
|
|||
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
4.02
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.
|
4.02
statement
|
|||
|
(6)
Beginning and ending balances of transaction accounts, such
as reserve
accounts, and material account activity during the period.
|
4.02
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.
|
4.02
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 life, weighted average remaining term,
pool
factors and prepayment amounts.
|
4.02
statement
Updated
pool composition information fields to be as specified by Depositor
from
time to time
|
|||
|
(9)
Delinquency and loss information for the period.
In
addition, describe any material changes to the information
specified in
Item 1100(b)(5) of Regulation AB regarding the pool
assets.
|
4.02
statement.
Form
10-D report: Depositor
|
|||
|
(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.
|
4.02
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.
|
Form
10-D report: Trust Administrator (to the extent of the Trust
Administrator’s actual knowledge)
|
|||
|
(12)
Material breaches of pool asset representations or warranties
or
transaction covenants.
|
Form
10-D report
|
|||
|
(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.
|
4.02
statement
|
|||
|
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
[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.
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.
|
Form
10-D report: Depositor
Form
10-D report: Depositor
Form
10-D report: Depositor
|
|||
|
Item
1121(b) – Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
Depositor
|
|||
|
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:
Seller
Depositor
Trustee
Trust
Administrator
Issuing
entity
Servicer
Originator
Custodian
|
Seller
Depositor
Trustee
Trust
Administrator
Depositor
Servicer
Originator
Custodian
|
|||
|
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.
|
Depositor
|
|||
|
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)
|
N/A
|
|||
|
5
|
Submission
of Matters to a Vote of Security Holders
|
|||
|
Information
from Item 4 of Part II of Form 10-Q
|
Depositor
or Trust Administrator (to the extent of the Trust Administrator’s actual
knowledge)
|
|||
|
6
|
Significant
Obligors of Pool Assets
|
|||
|
Item
1112(b) –Significant Obligor Financial
Information*
|
Depositor
|
|||
|
*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
Obtaining
required financial information or effecting incorporation by
reference
|
Depositor
Depositor
|
|||
|
Item
1115(b) – Derivative Counterparty Financial Information*
Determining
current maximum probable exposure
Determining
current significance percentage
Obtaining
required financial information or effecting incorporation by
reference
|
Depositor
Trust
Administrator
Depositor
|
|||
|
*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
|
Trust
Administrator
|
|||
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
Depositor
|
|||
|
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
|
Depositor
|
|||
|
1.02
|
Termination
of a Material Definitive Agreement
|
|||
|
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.
|
Depositor
|
|||
|
1.03
|
Bankruptcy
or Receivership
|
|||
|
Disclosure
is required regarding the bankruptcy or receivership with respect
to any
of the following:
Sponsor
(Seller), Depositor, Servicer, Trust Administrator, Interest
Rate Swap
Provider, Custodian
|
Trust
Administrator (to the extent of the Trust Administrator’s actual
knowledge)
|
|||
|
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 4.02 statement
|
Trust
Administrator (to the extent of the Trust Administrator’s actual
knowledge)
|
|||
|
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
|
Trust
Administrator
|
|||
|
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”
|
Depositor
|
|||
|
5.06
|
Change
in Shell Company Status
|
|||
|
[Not
applicable to ABS issuers]
|
Depositor
|
|||
|
6.01
|
ABS
Informational and Computational Material
|
|||
|
[Not
included in reports to be filed under Section 4.07]
|
Depositor
|
|||
|
6.02
|
Change
of Servicer, Trustee or Trust Administrator
|
|||
|
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,
trust
administrator or trustee. Reg AB disclosure about any new
servicer, trust administrator or trustee is also required.
|
Trust
Administrator or Servicer
|
|||
|
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. Reg AB disclosure about any new enhancement
provider is also required.
|
Depositor
|
|||
|
6.04
|
Failure
to Make a Required Distribution
|
Trust
Administrator
|
||
|
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.
|
Depositor
|
|||
|
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.
|
Depositor
|
|||
|
7.01
|
Regulation
FD Disclosure
|
Depositor
|
||
|
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.
|
Depositor
|
|||
|
9.01
|
Financial
Statements and Exhibits
|
N/A
|
||
|
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
|
Depositor
|
|||
|
15
|
Exhibits
and Financial Statement Schedules
|
|||
|
Item
1112(b) –Significant Obligor Financial
Information
|
N/A
|
|||
|
Item
1114(b)(2) – Credit Enhancement Provider Financial
Information
Determining
applicable disclosure threshold
Obtaining
required financial information or effecting incorporation by
reference
|
Depositor
Depositor
|
|||
|
Item
1115(b) – Derivative Counterparty Financial Information
Determining
current maximum probable exposure
Determining
current significance percentage
Obtaining
required financial information or effecting incorporation by
reference
|
Trust
Administrator
Trust
Administrator
Depositor
|
|||
|
Item
1119 – Affiliations and relationships between the following entities,
or
their respective affiliates entered into outside the ordinary
course of
business or is on terms other than would be obtained in an
arm’s length
transaction with an unrelated third party, apart from the asset-backed
securities transaction, that are material to
Certificateholders:
Seller
Depositor
Trustee
Trust
Administrator
Issuing
entity
Servicer
Originator
Custodian
Credit
Enhancer/Support Provider, if any
Significant
Obligor, if any
|
Seller
Depositor
Trustee
Trust
Administrator
Issuing
entity
Servicer
Originator
Custodian
Depositor
Depositor
|
|||
|
Item
1122 – Assessment of Compliance with Servicing
Criteria
|
Each
Party participating in the servicing function
|
|||
|
Item
1123 – Servicer Compliance Statement
|
Servicer
|
|||
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 (Trust Administrator performs
this function)
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
|
|
|
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
|
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
|
|
|
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
|
|
|
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
|
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
FORM
OF
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE
LOAN PURCHASE AGREEMENT
This
is a
Mortgage Loan Purchase Agreement (the “Agreement”), dated June 29, 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 asset-backed pass-through certificates designated as Series
2007-AHL3
(the “Certificates”). The Certificates will consist of nineteen
classes of certificates. The Certificates will be issued pursuant to
a Pooling and Servicing Agreement, dated as of June 1, 2007 (the “Pooling and
Servicing Agreement”), among the Purchaser as depositor (the “Depositor”), Countrywide Home Loans
Servicing LP
as servicer (the “Servicer”), Citibank, N.A. as trust administrator (the
“Trust Administrator”) 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 June 29, 2007 (the “Closing Date”), certain conventional
residential mortgage loans (the “Mortgage Loans”) originated by Accredited Home
Lenders, Inc. (the “Originator”), having an aggregate principal balance as of
the close of business on June 1, 2007 (the “Cut-off Date”) of
$920,494,078 (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.
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 Originator.
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 a certain amount (the “Mortgage Loan Purchase
Price”).
(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; provided that such assignment shall not include any of
the
Servicing Rights with respect to the Mortgage Loans serviced by the Servicer.
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 the
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
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,
if applicable, and language indicating that the Mortgage Loan is a MOM
Loan if
the Mortgage Loan is a MOM Loan, with evidence of recording thereon or
a copy of
the Mortgage certified by the public recording office in those jurisdictions
where the public recording office retains the original;
(iii) Unless
the Mortgage Loan is registered on the MERS® System, an assignment from the
Originator or an Affiliate of the Originator to the Trustee in blank
or 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; and
(v) The
original or a copy of the title insurance policy (which may be a certificate
or
a short form policy relating to a master policy of title insurance) pertaining
to the Mortgaged Property, or in the event such original title policy
is
unavailable, a copy of the preliminary title report and the lender’s recording
instructions, with the original to be delivered within 180 days of the
Closing
Date or an attorney’s opinion of title in jurisdictions where such is the
customary evidence of title; or in the event such original or copy of
the title
insurance policy is unavailable, a written commitment or uniform binder
or
preliminary report of title issued by the title insurance or escrow
company.
In
instances where an original recorded Mortgage cannot be delivered by
the Seller
to the Purchaser 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 Seller may, (a) in lieu of delivering such original recorded
Mortgage referred to in clause (b)(ii) above, deliver to the Purchaser
a copy
thereof, provided that the Seller 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 (b)(iii)
above
to the Purchaser, deliver such assignment to the Purchaser completed
except for
recording information. In all such instances, the Seller will deliver
the original recorded Mortgage and completed assignment (if applicable)
to the
Purchaser promptly upon receipt of such Mortgage. In instances where
an original recorded Mortgage has been lost or misplaced, the Seller
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
(b)(v) 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 Seller to the Purchaser prior to or concurrently
with
the execution and delivery of this Agreement because such policy is not
yet
available, the Seller may, in lieu of delivering the original or a copy
of such
title insurance referred to in clause (b)(v) above, deliver to the Purchaser
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 Purchaser 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
Seller
to the Purchaser prior to or concurrently with the execution and delivery
of
this Agreement, the Seller may, in lieu of delivering the original of
such
agreement referred to in clause (b)(iv) above, deliver a certified copy
thereof.
To
the
extent not already recorded, except with respect to any Mortgage Loan
for which
MERS is identified on the Mortgage or on a properly recorded assignment
of the
Mortgage as the mortgagee of record, the Servicer, at the expense of
the Seller
shall promptly (and in no event later than five Business Days following
the
later of the Closing Date and the date of receipt by the Servicer of
the
recording information for a Mortgage) submit or cause to be submitted
for
recording, at no expense to any Trust REMIC, in the appropriate public
office
for real property records, each Assignment delivered to it pursuant to
(b)(iii)
above. In the event that any such Assignment is lost or returned
unrecorded because of a defect therein, the Servicer, at the expense
of the
Seller, shall promptly prepare or cause to be prepared a substitute Assignment
or cure or cause to be cured such defect, as the case may be, and thereafter
cause each such Assignment to be duly recorded. Notwithstanding the
foregoing, but without limiting the requirement that such Assignments
be in
recordable form, neither the Servicer nor the Trustee shall be required
to
submit or cause to be submitted for recording any Assignment delivered
to it or
a Custodian pursuant to (b)(iii) above if such recordation shall not,
as of the
Closing Date, be required by the Rating Agencies, as a condition to their
assignment on the Closing Date of their initial ratings to the Certificates,
as
evidenced by the delivery by the Rating Agencies of their ratings letters
on the
Closing Date; provided, however, notwithstanding the foregoing, the Servicer
shall submit each Assignment for recording, at no expense to the Trust
Fund or
the Servicer, upon the earliest to occur of: (A) reasonable direction
by Holders
of Certificates entitled to at least 25% of the Voting Rights, (B) the
occurrence of a Servicer Event of Default, (C) the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Seller, (D) the occurrence
of a
servicing transfer as described in Section 7.02 of the Pooling and Servicing
Agreement and (E) with respect to any one Assignment the occurrence of
a
foreclosure relating to the Mortgagor under the related
Mortgage. Notwithstanding the foregoing, if the Seller fails to pay
the cost of recording the Assignments, such expense will be paid by the
Servicer
and such Servicer shall be reimbursed for such expenses by the Trust
as
Servicing Advances.
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 (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 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
Purchaser is subsequently located, such original Mortgage Note shall
be
delivered to the Purchaser within three Business Days.
The
Seller shall deliver or cause to be delivered to the Purchaser 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
Purchaser are and shall be held by or on behalf of the Seller, the Purchaser
or
the Servicer, as the case may be, in trust for the benefit of the Trustee
on
behalf of the Certificateholders. In the event that any such original
document is required pursuant to the terms of this Section to be a part
of a
Mortgage File, such document shall be delivered promptly to the Trustee
or the
Custodian on behalf of the Trustee. Any such original document
delivered to or held by the Seller that is not required pursuant to the
terms of
this Section to be a part of a Mortgage File, shall be delivered promptly
to the
Servicer.
(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.
(a) The
Seller hereby represents and warrants, for the benefit of the Purchaser,
that
the representations and warranties set forth on Exhibit A-1 and Exhibit
A-2
hereto are true and correct as of the date hereof and as of the Closing
Date.
(b) The
Seller hereby represents and warrants to the Purchaser, as of the date
hereof
and as of the Closing Date, and covenants, that with respect to each
Group I
Mortgage Loan:
(i) Each
Mortgage Loan in the trust 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, abusive and fair lending
laws;
(ii) No
refinance or purchase money mortgage loan in the trust that is secured
by the
borrower’s principal residence has an APR or total points and fees that exceed
the thresholds set by the Home Ownership and Equity Protection Act of
1994
(“HOEPA”) and its implementing regulations, including 12 CFR§ 226.32(a)(1)(i)
and (ii). This requirement does not apply to home equity lines of
credit (HELOCs) but does apply to other second mortgage loans;
(iii) 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;
(iv) No
Mortgage Loan in the trust is a High Cost Loan or Covered Loan, as applicable
(as such terms are defined in then current Standard & Poor’s LEVELS®
Glossary which is now Version 5.6(d) Revised, Appendix E;
(v) With
respect to each Mortgage Loan underlying the Security, no borrower obtained
a
prepaid single-premium credit-life, credit disability, credit unemployment
or
credit property insurance policy in connection with the origination of
the
Mortgage Loan;
(vi) With
respect to any Mortgage Loan underlying the Security that contains a
provision
permitting imposition of a penalty upon a prepayment prior to
maturity:
(a)
the
Mortgage Loan provides some benefit to the borrower (e.g. a rate or fee
reduction) in exchange for accepting such prepayment penalty;
(b) prior
to the Mortgage Loan’s origination, the borrower was offered the option of
obtaining a mortgage loan that did not require the payment of such a
penalty;
(c)
the
prepayment penalty was adequately disclosed to the borrower pursuant
to
applicable state and federal law;
(d)
no
subprime loan originated on or after October 1, 2002 underlying the Security
will provide for prepayment penalties for a term in excess of three years
and
any loans originated prior to such date, and any non-subprime loans,
will not
provide for prepayment penalties for a term in excess of five years;
unless the
loan was modified to reduce the prepayment period to no more than three
years
(in the case of subprime loans) or five years (in the case of non-subprime
loans) from the date of the note and the borrower was notified in writing
of
such reduction in prepayment period; and
(e)
such
prepayment penalty shall not be imposed in any instance where the mortgage
loan
is accelerated or paid off in connection with the workout of a delinquent
mortgage or due to the borrower’s default, notwithstanding that the terms of the
mortgage loan or state or federal law might permit the imposition of
such
penalty;
(vii) The
servicer for each Mortgage Loan underlying the Security has fully furnished
accurate and complete information (i.e., 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 in
accordance
with the Fair Credit Reporting Act and its implementing
regulations;
(viii) The
servicer for each Mortgage Loan underlying the Security will fully furnish
accurate and complete information (i.e., 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 in
accordance
with the Fair Credit Reporting Act and its implementing
regulations;
(ix) With
respect to each Mortgage Loan underlying the Security, the borrower was
not
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, taking into account such facts as, without limitation, the
mortgage
loan’s requirements and the borrower’s credit history, income, assets and
liabilities. For a borrower who seeks financing through a mortgage
loan originator’s higher-priced subprime lending channel, the borrower should be
directed towards or offered the mortgage loan originator’s standard mortgage
line if the borrower is able to qualify for one of the standard
products;
(x) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
in the trust did not rely solely on the extent of the borrower’s equity in the
collateral as the principal determining factor in approving such extension
of
credit. The methodology employed related objective criteria such as the
borrower’s income, assets, and liabilities to the proposed mortgage payment and,
based on such methodology, the mortgage loan’s originator made a reasonable
determination that at the time of origination the borrower had the ability
to
make timely payments on the mortgage loan;
(xi) No
borrower of a Mortgage Loan in the trust that is secured by the borrower’s
principal residence was charged “points and fees” in an amount greater than (a)
$1,000 or (b) 5% of the principal amount of such Mortgage Loan, whichever
is
greater. 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, which miscellaneous fees and charges, in total, do not exceed
0.25
percent of the loan amount;
(xii) With
respect to any Mortgage Loan originated on or after August 1, 2004 and
underlying the Security, neither the related Mortgage nor the related
mortgage
note requires the borrower to submit to arbitration to resolve any dispute
arising out of or relating in any way to the Mortgage Loan
transaction;
(xiii) The
Mortgage Loans underlying the Security must be exclusively secured by
single-family (1-4 unit) residential housing. None of the Mortgage
Loans may be on multifamily, commercial, industrial, agricultural or
undeveloped
property, or on any property located anywhere except the continental
United
States, Alaska, Hawaii, Puerto Rico, the Virgin Islands or Guam;
(xiv) No
Mortgage Loan is secured by a manufactured housing unit;
(xv) None
of
the Mortgage Loans can be on a condominium unit that is part of a condominium
development that operates as, or holds itself out to be, a condominium
hotel
(“condotel”). No such unit can back our Security, regardless of
whether the unit itself is being used as a condotel unit;
(xvi) The
original principal balance of each Mortgage Loan underlying the security
must be
within Xxxxxxx Mac’s dollar amount limits for conforming one-to-four-family
mortgage loans;
(xvii) No
first
lien Mortgage Loan underlying the Security has an original principal
balance
that exceeds the applicable Xxxxxxx Mac loan limit;
(xviii) With
respect to any subordinate lien Mortgage Loan underlying the Security,
such lien
is on a one- to four-family residence that is the principal residence
of the
borrower;
(xix) No
subordinate lien Mortgage Loan underlying the Security has an original
principal
balance that exceeds one-half of the one-unit limitation for first lien
mortgage
loans, i.e., $208,500 (in Alaska, Guam, Hawaii or Virgin Islands: $312,750),
without regard to the number of units;
(xx) The
original principal balance of the first lien Mortgage Loan plus the original
principal balance of any subordinate lien Mortgage Loans relating to
the same
mortgaged property does not exceed the applicable Xxxxxxx Mac loan limit
for
first lien mortgage loans for that property type; and
(xxi) No
Mortgage Loan is “seasoned.”
(c) The
Seller hereby represents and warrants to the Purchaser, as of the date
hereof
and as of the Closing Date, and covenants, that with respect to each
Group II
Mortgage Loan:
(i) Each
Mortgage Loan is in compliance with the anti-predatory lending eligibility
for
purchase requirements of Xxxxxx Mae’s Selling Guide;
(ii) No
Mortgage Loan is subject to the requirements of the Home Ownership and
Equity
Protection Act of 1994 (“HOEPA”);
(iii) No
Mortgage Loan that is a “residential mortgage transaction” within the meaning of
the federal Truth in Lending Act, Regulation Z, 12 C.F.R. 226.2, has
either an
“annual percentage rate” or “total points and fees” payable by the borrower that
exceeds the applicable thresholds under HOEPA;
(iv) 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;
(v) No
Mortgage Loan is a “High-Cost Home Loan” as defined in the Georgia Fair Lending
Act, as amended (the “Georgia Act”). No Mortgage Loan subject to the
Georgia Act and 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;
(vi) No
Mortgage Loan is a “High-Cost Home Loan” as defined in New York Banking Law
6-1;
(vii) No
Mortgage Loan is a “High-Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective July 16, 2003 (Act 1340 of 2003);
(viii) No
Mortgage Loan is a “High-Cost Home Loan” as defined in the Kentucky high-cost
home loan statute effective June 24, 2003 (Ky. Rev. Stat. Section
360.100);
(ix) No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et
seq.);
(x) 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.);
(xi) 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.);
(xii) 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);
(xiii) No
Mortgage Loan is a “High Cost Home Loan” as defined in the Indiana Home Loan
Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1
through
24-9-9);
(xiv) No
Mortgage Loan is a “High-Risk Home Loan” as defined in the Rhode Island Home
Loan Protection Act, effective December 31, 2006 (R.I. Gen. Laws Sections
34-25.2-1 through 34-25.2-15);
(xv) No
Mortgage Loan is a “High-Risk Home Loan” as defined in the Tennessee Home Loan
Protection Act, effective January 1, 2007 (Tenn. Code Xxx. Sections 4520-101,
et
seq.);
(xvi) No
Mortgage Loan is a balloon mortgage loan that has an original stated
maturity of
less than seven (7) years;
(xvii) No
Mortgage Loan that was originated on or after October 31, 2004, 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 Xxx, the terms
of the
arbitration are null and void and cannot be reinstated. The seller
hereby covenants that the seller or servicer of the Mortgage Loan, as
applicable, will notify the borrower in writing within 60 days of the
sale or
transfer of such Mortgage Loan to Xxxxxx Mae that the terms of the arbitration
are null and void;
(xviii) No
borrower 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 borrower 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 borrower 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 borrower’s application to such affiliate for
underwriting consideration;
(xix) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the borrower’s income,
assets and liabilities to the proposed payment and such underwriting
methodology
does not rely on the extent of the borrower’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 borrower had a reasonable ability to make
timely
payments on the Mortgage Loan;
(xx) With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a premium upon a prepayment prior to maturity: (i) prior to the loan’s
origination, the borrower agreed to such premium in exchange for a monetary
benefit, including but not limited to a rate or fee reduction, (ii) prior
to the
loan’s origination, the borrower was offered the option of obtaining a mortgage
loan that did not require payment of such a premium, (iii) the prepayment
premium is disclosed to the borrower in the loan documents pursuant to
applicable state and federal law, (iv) the duration of the prepayment
period
shall not exceed three (3) years from the date of the note, and (v)
notwithstanding any state or federal law to the contrary, the Servicer
shall not
impose such prepayment premium in any instance when the mortgage debt
is
accelerated as the result of the borrower’s default in making the loan
payments;
(xxi) No
borrower 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 borrower obtained a prepaid single premium
credit insurance policy (e.g., life, mortgage, disability, accident,
unemployment, or health insurance product) or debt cancellation agreement
in
connection with the origination of the Mortgage Loan; No proceeds from
any
Mortgage Loan were used to purchase single premium credit insurance policies
(e.g., life, mortgage, disability, accident, unemployment, or health
insurance
product) or debt cancellation agreements as part of the origination of,
or as a
condition to closing, such Mortgage Loan;
(xxii) All
points and fees related to each Mortgage Loan were disclosed in writing
to the
borrower in accordance with applicable state and federal law and
regulation. No borrower was charged “points and fees” (whether or not
financed) in an amount that exceeds the greater of (1) 5% of the principal
amount of the Mortgage Loan or (2) $1,000; (such 5% limitation is calculated
in
accordance with Xxxxxx Mae’s requirements as set forth in the Xxxxxx Mae Selling
Guide);
(xxiii) 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 borrower in accordance
with applicable state and federal law and regulation; and
(xxiv) The
Servicer will transmit full-file credit reporting data for each Mortgage
Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and that for each Mortgage
Loan,
Servicer 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.
(d) 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.
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. In addition,
the Seller hereby acknowledges and agrees that any breach of the representations
set forth in Section 5(b) and Section 5(c) hereof shall be deemed to
materially
and adversely affect the value of the related mortgage loans or the interests
of
the Trust in the related mortgage loans.
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 Section 5 of 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
& Wood 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) 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;
(e) Letters
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 Preliminary
Prospectus Supplement, dated June 5, 2007, and the Purchaser’s Prospectus
Supplement, dated June 6, 2007 agrees with the records of the
Seller;
(f) [Reserved];
and
(g) 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,
prospectus supplement and any private placement memorandum relating to
the
Certificates and other related documents, 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-1
Representation
and Warranties with respect to the Mortgage Loans
All
capitalized terms in this Exhibit
A-1 shall have the meanings ascribed to them in the Mortgage Loan Purchase
and
Interim Servicing Agreement, dated June 1, 2005, between Citigroup Global
Markets Realty Corp. (“CGMRC”) and Accredited Home Lenders, Inc. (“Accredited”),
as amended; provided, however, that the terms “Mortgage Loan Schedule” and
“Originator” shall have the meanings ascribed to them in the Pooling and
Servicing Agreement and the terms “Seller” and “Purchaser” shall have the
meanings ascribed to them herein.
(i) The
information set forth in the related Mortgage Loan Schedule and the Mortgage
Loan data delivered to the Purchaser in the Electronic Data File is complete,
true and correct;
(ii) All
payments required to be made within 29 days prior to the close of
business on the Closing Date for such Mortgage Loan under the terms of
the
Mortgage Note have been made except for (A) payments in the nature of
escrow
payments and (B) interest accruing from the date of the Mortgage Note
or date of
disbursement of the Mortgage Loan proceeds, whichever is earlier, to
the day
which precedes by one month the Due Date of the first installment of
principal
and/or interest; 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 greater than 29 days 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 title insurer, to the extent required
by
the related policy, and is 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 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 generally acceptable to FNMA
and FHLMC
or the secondary mortgage market;
(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
currently due 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;
(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
(subject to bankruptcy laws and general principals of equity) (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 (subject to
bankruptcy
laws and general principals of equity) (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. ;
(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 (subject to bankruptcy laws and general principals of
equity);
(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 or a trust acceptable
to FNMA
and FHLMC and guaranteed by 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) Except
for the interests of the Seller’s warehouse lender, to be released upon payment
of the related Purchase Price, the Seller, or MERS as nominee for the
Seller, is
the sole legal, beneficial and equitable owner of the Mortgage Note and
the
Mortgage. Upon release of the interest of Seller’s warehouse lenders,
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, prior to the related Closing Date, 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 or equivalent) or other form of title
insurance,
issued by a title insurer or other 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 and its successors and assigns are 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 purchase 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) Except
for one Monthly Payment not more than 29 days 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;
(xix) Except
as
specifically insured against by the related title insurance, 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, except
for seconds, 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 and to pay interest at the related Mortgage Interest
Rate. The Index for each Adjustable Rate Mortgage Loan is as set
forth 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 the
Due Date of such monthly payment. 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 material 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 and the terms of the Mortgage Note and Mortgage. 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
(subject to bankruptcy laws and general principles of equity) 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. Subsequent
to the funding of the related 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 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 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 was 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. With respect to each Mortgage Loan, a full
appraisal (URAR Form 1004) was obtained except that a URAR Form 2055
is used
with respect to certain Second Lien Mortgage Loans which meet the requirements
in the Underwriting Guidelines;
(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 (a) to finance the construction or rehabilitation
of a
Mortgaged Property or (b) to facilitate 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 100%
and the CLTV of any Mortgage Loan at origination was not more than
100%;
(xxix) 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 origination of 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”), or has an “annual percentage rate”
or “total points and fees” payable by the borrower (as each such term is defined
under HOEPA) that 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”, “covered” (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”, “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);
(xxxv) No
Mortgage Loan had an original term to maturity of more than thirty (30)
years;
(xxxvi) Each
Mortgage contains an enforceable provision (subject to applicable law)
for the
acceleration of the payment of the unpaid principal balance of the related
Mortgage Loan in the event that the Mortgaged Property is sold or transferred
without the prior written 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) 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 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, subject to
adjustments agreed to by the Purchaser;
(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 conforms to the
Underwriting Guidelines;
(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 The Mortgage Loan
does
not have a shared appreciation or other contingent interest
feature;
(l) The
Mortgagor has executed one or more statements 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 each such statement is and will remain in the Mortgage
File;
(li) 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. 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, if any, with respect to each Mortgage Loan
has been
fully verified by the Seller as and if required pursuant to the Underwriting
Guidelines;
(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 co-operative housing, commercial property,
or mixed
use property; provided, that a Mortgaged Property which contains a home
office
in accordance with FNMA Guidelines shall not be considered as being used
for
commercial purposes as long as the Mortgaged Property has not been altered
for
commercial purposes and is not storing any chemicals or raw materials
other than
those commonly used in homeowner repair, maintenance or other household
purposes;
(lvii) 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
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) Unless
otherwise permitted in the Underwriting Guidelines, 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. 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) No
Mortgage Loan is a “manufactured housing loan” pursuant to the New Jersey Home
Ownership Act effective November 27, 2003 (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) Reserved;
(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
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) Unless
otherwise permitted in the Underwriting Guidelines, no Mortgagor is the
obligor
on more than two Mortgage Notes;
(lxviii) With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a Prepayment Charge upon a Principal Prepayment prior to maturity: (i)
the
Mortgage Loan provides some benefit to the borrower (e.g., a rate or
fee
reduction) in exchange for accepting such Prepayment Charge, (ii) prior
to the
Mortgage Loan’s funding, the Mortgagor had 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
state and federal law, (iv) no Mortgage Loan originated prior to October
1, 2002
has a Prepayment Charge longer than five years 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 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) 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 Alabama, Colorado, Idaho, Indiana, Iowa,
Kansas,
Maine, Oklahoma, South Carolina, Utah, West Virginia 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;
(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, as negotiated by Seller and disclosed to the
Purchaser. 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 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, in part, 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 relying on the borrower’s
representation of the borrower’s income in the case of loan programs which did
not require verification of the borrower’s income;
(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. Prior to the closing date of a Whole Loan Transfer to
FNMA or a Pass-Through Transfer involving the Mortgage Loans in which
FNMA is
purchasing any of the securities, the Purchaser shall provide the Seller
with an
electronic listing of those Mortgage Loans which Purchaser intends to
sell or
securitize and for which Purchaser requires information regarding the
points and
fees charged to each related Mortgagor at origination. The Seller
shall provide to the Purchaser an electronic schedule of such points
and fees
for each such Mortgage Loan within two (2) Business Days of Purchaser's
request
therefor. The Seller hereby represents and warrants to the Purchaser
that such schedule is true, correct and complete as of the date it is
provided
to the Purchaser. The Purchaser shall be entitled to enforce such
representation in accordance with the provisions of Section 7.03
hereof;
(lxxiii) 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;
(lxxiv) 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;
(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;
(lxxvi) With
respect to each Mortgage Loan originated on or after August 1, 2004,
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;
(lxxvii) With
respect to each Loan secured in whole or in part by the interest of the
Borrower
as a lessee under a ground lease of a Mortgaged Property (a “Ground Lease”) the
real property securing such Loan is located in a jurisdiction in which
the use
of leasehold estates for residential properties is a widely-accepted
practice
and:
(a) Such
Ground Lease is valid, in good standing, and in full force and
effect;
(b) The
lessee is not in default under any provision of the lease;
(c) The
term of the Ground Lease exceeds the maturity date of the related Loan
by at
least ten years;
(d) The
mortgagee under the Loan is given at least 30 days’ notice of any default and an
opportunity to cure any defaults under the Ground Lease or to take over
the
Borrower’s rights under the Ground Lease;
(e) 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; and
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;
and
(lxxviii) The
representations and warranties contained above in subsections (lxxi)
and
(lxviii) are acceptable to FNMA
(lxxix) No
Mortgage Loan is secured by manufactured housing; and
(lxxx) 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
taking
into account such facts as, without limitation, the mortgage loan’s requirements
and the Mortgagor’s credit history, income, assets and
liabilities.
EXHIBIT
A-2
Representation
and Warranties with respect to the Mortgage Loans
All
capitalized terms in this Exhibit
A-2 shall have the meanings ascribed to them in the Mortgage Loan Purchase
and
Interim Servicing Agreement, dated June 1, 2005, between Citigroup Global
Markets Realty Corp. (“CGMRC”) and Accredited Home Lenders, Inc. (“Accredited”),
as amended; provided, however, that the terms “Mortgage Loan Schedule” and
“Originator” shall have the meanings ascribed to them in the Pooling and
Servicing Agreement and the terms “Seller” and “Purchaser” shall have the
meanings ascribed to them herein. The following representations and warranties
shall apply only with respect to the Mortgage Loans sold by Aames Capital
Corporation, and shall supersede the corresponding numbered paragraphs
with in
Exhibit A-1 with respect to the Mortgage Loans sold by Aames Capital
Corporation.
(vii) 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 generally acceptable to prudent subprime
lenders
in the secondary mortgage market;
(viii) All
buildings upon the Mortgaged Property are insured by an insurer generally
acceptable to prudent subprime lenders in the secondary mortgage market
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 currently
due
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 standards generally acceptable
to prudent
subprime lenders in the secondary mortgage market. 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;
(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 or an inter vivos revocable
trust that has the following additional characteristics:
(a) The
inter vivos revocable trust was established by one or more natural
persons.
(b) The
trust was established by a written document during the lifetime of the
individual establishing the trust, to be effective during his or her
lifetime.
(c) The
individual establishing the trust has reserved to himself or herself
the right
to revoke the trust during his or her lifetime;
(d) The
individual or individuals establishing the trust are the primary beneficiaries
of the trust,
(e) If
the trust is established jointly by more than one individual, the income
or
assets of at least one of the individuals establishing the trust was
used to
qualify for the related mortgage and that individual will occupy the
security
property and sign the mortgage instruments.
(f) The
trust document names one or more trustees to hold legal title to, and
manage,
the property that has been placed in the trust. The trustees include
either the
individual establishing the trust (or at least one of the individuals,
if there
are two or more) or an institutional trustee that customarily performs
trust
functions in (and is authorized to act as trustee under the laws of)
the
relevant state.
(g) The
trustee(s) have the power to mortgage the security property for the purpose
of
securing a loan to the party (or parties) who are the "borrower(s)" under
the
mortgage or deed of trust note.
(xvii) Mortgage
Loan is covered by an American Land Title Association (“ALTA”) ALTA lender’s
title insurance policy generally acceptable to prudent subprime lenders
in the
secondary mortgage market (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
or equivalent) or other form of title insurance, issued by a title insurer
or
other insurer generally acceptable to prudent subprime lenders in the
secondary
mortgage market 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 and its successors and assigns
are 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 purchase 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;
(xxv) The
Mortgage File contains an appraisal of the related Mortgaged Property
which 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 was not affected by the approval or disapproval
of
the Mortgage Loan and who met the minimum qualifications generally acceptable
to
prudent subprime lenders in the secondary mortgage market. 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. With respect to each Mortgage Loan, a full appraisal (URAR
Form 1004) was obtained except that a URAR Form 2055 is used with respect
to
certain Second Lien Mortgage Loans which meet the requirements in the
Underwriting Guidelines;
(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 generally acceptable
to prudent
subprime lenders in the secondary mortgage market. The consolidated
principal amount does not exceed the original principal amount of the
Mortgage
Loan;
(xxxv)
Except as set forth on
the
Mortgage Loan Schedule, no Mortgage Loan has an original term to maturity
of
more than thirty (30) years;
(l) 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 each such statement is and will remain in the Mortgage
File;
(lvi) No
Mortgage Loan is secured by co-operative housing, commercial property,
or mixed
use property; provided, that a Mortgaged Property which contains a home
office
shall not be considered as being used for commercial purposes as long
as it has
the following characteristics:
(a) the
Mortgaged Property has not been altered for commercial purposes and is
not
storing any chemicals or raw materials other than those commonly used
in
homeowner repair, maintenance or other household purposes;
(b) the
property is a single-family dwelling that the related Mortgagor occupies
as a
principal residence;
(c) the
mixed use of the property represents a legal, permissible use of the
property
under any applicable zoning requirements;
(d) the
borrower is both the owner and the operator of the business;
(e) the
property is primarily residential in nature, and
(f) The
market value of the property is primarily a function of its residential
characteristics, rather than of the business use or any special business-use
modifications that were made.
EXHIBIT
E
REQUEST
FOR RELEASE
TO: Citibank,
N.A.
0000
Xxxxxxxxx Xxxxx
Xxxxxxxxx,
XX 00000
Attention: Citibank,
N.A., Custodial Operations
|
Re:
|
Pooling
and Servicing Agreement dated as of June 1, 2007, among Citigroup
Mortgage
Loan
Trust Inc., as Depositor, Countrywide Home Loans Servicing LP
as Servicer,
Citibank,
N.A. as Trust Administrator and U.S. Bank National Association
as
Trustee
|
In
connection with the administration of the Mortgage Loans held by you as
Trustee
for the Owner pursuant to the above-captioned 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:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
||||||||
|
Issuer:
|
||||||||
|
Address:
|
||||||||
|
Date:
|
||||||||
Trustee
U.S.
BANK
NATIONAL ASSOCIATION
Please
acknowledge the execution of the above request by your signature and date
below:
|
_____________________________________
|
|
|
Signature
|
Date
|
|
Documents
returned to Trustee:
|
|
|
____________________________________
|
|
|
Trustee
|
Date
|
EXHIBIT
F-1
FORM
OF
TRANSFEROR REPRESENTATION LETTER
[Date]
Citibank,
N.A.
000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
XX 00000
|
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates,
Series
2007-AHL3, 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 June 1, 2007, among
Citigroup Mortgage Loan Trust Inc., as Depositor, Countrywide Home Loans
Servicing LP as Servicer, Citibank, N.A. as trust administrator 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
[Date]
Citibank,
N.A.
000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
XX 00000
|
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates,
Class,
Series 2007-AHL3, 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
June 1, 2007, among Citigroup Mortgage Loan Trust Inc., as Depositor,
Countrywide Home Loans Servicing LP as Servicer, Citibank, N.A. as trust
administrator 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
|
|
|
___
|
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:
|
||||||||||||||||
ANNEX
2 TO EXHIBIT F
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:
I. 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”).
II. 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).
III. 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).
IV. 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.
V. 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.
VI. 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
RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT
|
STATE
OF
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF
|
)
|
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 June 1, 2007 (the
“Agreement”), among Citigroup Mortgage Loan Trust Inc., as depositor (the
“Depositor”), Countrywide Home Loans Servicing LP as servicer, (the
“Servicer”), Citibank, N.A. as trust administrator 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.
1. 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 NEW YORK
|
)
|
|
|
)
|
||
|
COUNTY
OF NEW YORK
|
)
|
__________________________,
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 or Class R-X 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]
Citibank,
N.A.
000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
XX 00000
Re: Citigroup
Mortgage Loan Trust Inc.
Asset-Backed
Pass-Through
Certificates, Series 2007-AHL3, Mortgage Class
Dear
Sirs:
_______________________
(the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
Mortgage Loan Trust, Series 2007-AHL3, Mortgage Pass-Through Certificates,
Class
[CE] [P] [R] (the “Certificates”), issued pursuant to a Pooling and Servicing
Agreement dated as of June 1, 2007 (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc., as depositor (the “Depositor”), Countrywide
Home Loans Servicing LP as servicer, (the “Servicer”), Citibank, N.A. as
trust administrator 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 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 of a Plan, and (iii) will not
be transferred to any entity that is deemed to be investing in plan assets
of a
Plan.
|
Very
truly yours,
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
EXHIBIT
H-1
FORM
CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K
|
Re:
|
Citigroup
Mortgage Loan Trust, Series 2007-AHL3
Asset
Backed Pass-Through Certificates, Series
2007-AHL3
|
I,
[_____], certify that:
l. I
have reviewed this annual report on Form 10-K, and all reports on Form
10-D
required to be filed in respect of the period covered by this report on
Form
10-K of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through Certificates,
Series 2007-AHL3 (the “Exchange Act periodic reports”);
2. Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do
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 covered
by
this report;
3. Based
on my knowledge, all of the distribution, servicing and other information
required to be provided under Form 10-D for the period covered by this
report is
included in the Exchange Act periodic reports;
4. Based
on my knowledge and upon the annual compliance statement required in this
report
under Item 1123 of Regulation AB, and except as disclosed in the Exchange
Act
periodic reports, the Servicer has fulfilled each of its obligations under
the
servicing agreement; and
5. All
of the reports on assessment of compliance with servicing criteria for
asset-backed securities and their related attestation reports on assessment
of
compliance with servicing criteria for asset-backed securities required
to be
included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to
this
report, except as otherwise disclosed in this report. Any material
instances of noncompliance described in such reports have been disclosed
in this
report on Form 10-K. Any material instance of noncompliance with the
Servicing Criteria has been disclosed in such reports.
In
giving
the certifications above, I have reasonably relied on information provided
to me
by the following unaffiliated parties: Countrywide Home Loans Servicing
LP and
Citibank, N.A.
Date:
[__], 2007
|
CITIGROUP
MORTGAGE LOAN TRUST, INC.
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
Date:
|
|||||||||||||
EXHIBIT
H-2
FORM
CERTIFICATION TO BE
PROVIDED
TO DEPOSITOR BY THE TRUST ADMINISTRATOR
|
Re:
|
Citigroup
Mortgage Loan Trust, Series 2007-AHL3
Asset
Backed Pass-Through Certificates, Series
2007-AHL3
|
The
Trust
Administrator of the Trust, hereby certifies to Citigroup Mortgage Loan
Trust
Inc. (the “Depositor”), and its officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification,
that:
1. The
Trust Administrator has reviewed 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”);
2. Based
on the Trust Administrator’s knowledge, the information in the distribution
reports prepared by the Trust Administrator, 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; and
3. The
information provided by the Trust Administrator pursuant to Sections 3.21
and
4.07 (solely with respect to information about the Trust Administrator)
does not
contain any untrue statement of material fact.
4. Based
on the Trust Administrator’s knowledge, the distribution information required to
be provided by the Trust Administrator under the Pooling and Servicing
Agreement
is included in the Exchange Act periodic reports.
Capitalized
terms used but not defined herein have the meanings ascribed to them in
the
Pooling and Servicing Agreement, dated June 1, 2007 (the “Pooling and Servicing
Agreement”), among the Depositor as depositor, Countrywide Home Loans Servicing
LP as servicer, Citibank, N.A. as trust administrator and U.S. Bank National
Association as trustee.
|
CITIBANK,
N.A.,
as
Trust Administrator
|
|||||||||||||
|
By:
|
|||||||||||||
Name:
Title:
Date:
EXHIBIT
H-3
FORM
CERTIFICATION TO BE
PROVIDED
TO DEPOSITOR BY THE SERVICER
|
Re:
|
Citigroup
Mortgage Loan Trust Inc.,
Asset
Backed Pass-Through Certificates, Series
2007-AHL3
|
I,
________________________________, the _______________________ of Countrywide
Home Loans, Inc., certify to Citigroup Mortgage Loan Trust Inc. (the
“Depositor”), and its officers, with the knowledge and intent that they will
rely upon this certification, that:
(1) I
have reviewed the servicer compliance statement of the Servicer provided
in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of the Servicer’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 Servicer during 200[ ] that were
delivered by the Servicer to the Depositor pursuant to the Pooling and
Servicing
Agreement (collectively, the “Servicer Servicing Information”);
(2) Based
on my knowledge, the Servicer 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 the light of the circumstances
under
which such statements were made, not misleading with respect to the period
of
time covered by the Servicer Servicing Information;
(3) Based
on my knowledge, all of the Servicer Servicing Information required to
be
provided by the Servicer under the Pooling and Servicing Agreement has
been
provided to the Depositor;
(4) I
am responsible for reviewing the activities performed by the Servicer as
servicer under the Pooling and Servicing 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 Servicer has fulfilled its obligations under the
Pooling
and Servicing Agreement; and
(5) The
Compliance Statement required to be delivered by the Servicer pursuant
to this
Agreement, and the Servicing Assessment and Attestation Report required
to be
provided by the Servicer and by each Subservicer and Servicing Function
Participant pursuant to the Pooling and Servicing Agreement, have been
provided
to the Depositor. Any material instances of noncompliance described in
such
reports have been disclosed to the Depositor.
Capitalized
terms used but not defined herein have the meanings ascribed to them in
the
Pooling
and Servicing Agreement, dated June 1, 2007 (the “Pooling and Servicing
Agreement”), among the Depositor as depositor, Countrywide Home Loans Servicing
LP as servicer, Citibank, N.A. as trust administrator and U.S. Bank National
Association as trustee.
|
Countrywide
Home Loans Servicing LP, as Servicer
By:
Countrywide GP, INC.
|
||
|
By:
|
||
|
Name:
|
||
|
|
Title:
|
|
|
|
Date:
|
|
EXHIBIT
I
FORM
OF
INTEREST RATE SWAP AGREEMENT
BEAR
XXXXXXX FINANCIAL PRODUCTS
INC.
000
XXXXXXX XXXXXX
XXX
XXXX,
XXX XXXX 00000
000-000-0000
|
DATE:
|
June
29, 2007
|
|
TO:
|
Citibank,
N.A., not in its individual capacity, but solely as Supplemental
Interest
Trust Trustee on behalf of the Supplemental Interest Trust
with respect to
the Citigroup Mortgage Loan Trust 2007-AHL3, Asset-Backed
Pass-Through
Certificates, Series 2007-AHL3
|
|
ATTENTION:
|
Xxxxxx
Xxxxxxxx
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
TO:
|
Citibank,
N.A., New York
|
|
ATTENTION:
|
Xxxx
Xxxxx
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
FROM:
|
Derivatives
Documentation
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
RE:
|
Novation
Confirmation
|
|
REFERENCE
NUMBER(S):
|
FXNSC9585
|
The
purpose of this letter is to confirm
the terms and conditions of the Novation Transaction entered into between
the
parties and effective from the Novation Date specified below. This
Novation Confirmation constitutes a “Confirmation” as referred to in the New
Agreement specified below.
|
1.
|
The
definitions and provisions contained in the 2004 ISDA Novation
Definitions
(the “Definitions”) and the terms and provisions of the 2000 ISDA
Definitions, as published by the International Swaps and
Derivatives Association, Inc. and amended from time to time,
are
incorporated in this Novation Confirmation. In the event of any
inconsistency between (i) the Definitions, (ii) the 2000 ISDA
Definitions
and/or (iii) the Novation Agreement and this Novation Confirmation,
this
Novation Confirmation will govern.
|
|
2.
|
The
terms of the Novation Transaction to which this Novation Confirmation
relates are as follows:
|
|
Novation
Trade Date:
|
June
29, 2007
|
|
|
Novation
Date:
|
June
29, 2007
|
|
|
Novated
Amount:
|
USD
3,478,936
|
|
|
Transferor:
|
Citibank,
N.A.
|
|
|
Transferee:
|
Citibank,
N.A., not in its individual capacity, but solely as Supplemental
Interest
Trust Trustee on behalf of the Supplemental Interest Trust
with respect to
the Citigroup Mortgage Loan Trust 2007-AHL3, Asset-Backed Pass-Through
Certificates, Series 2007-AHL3
|
|
|
Remaining
Party:
|
Bear
Xxxxxxx Financial Products Inc.
|
|
|
New
Agreement (between Transferee and Remaining Party):
|
The
Master Agreement as defined in the New
Confirmation
|
|
3.
|
The
terms of the Old Transaction to which this Novation Confirmation
relates,
for identification purposes, are as
follows:
|
|
Trade
Date of Old Transaction:
|
May
31, 2007
|
|
|
Effective
Date of Old Transaction:
|
June
29, 2007
|
|
|
Termination
Date of Old Transaction:
|
August
25, 2012
|
|
4.
|
The
terms of the New Transaction to which this Novation Confirmation
relates
shall be as specified in the New Confirmation attached hereto
as Exhibit
A, including the Credit Support Annex attached hereto as Annex
A.
|
|
Full
First Calculation Period:
|
Applicable,
commencing on June 29, 2007.
|
5. Offices:
|
Transferor:
|
New
York
|
|
|
Transferee:
|
Not
Applicable
|
|
|
Remaining
Party:
|
Not
Applicable
|
The parties confirm their acceptance to be bound by this Novation Confirmation as of the Novation Date by executing a copy of this Novation Confirmation and returning a facsimile of the fully-executed Novation Confirmation to 000-000-0000. The Transferor, by its execution of a copy of this Novation Confirmation, agrees to the terms of the Novation Confirmation as it relates to the Old Transaction. The Transferee, by its execution of a copy of this Novation Confirmation, agrees to the terms of the Novation Confirmation as it relates to the New Transaction. For inquiries regarding U.S. Transactions, please contact Derivatives Documentation by telephone at 000-000-0000. For all other inquiries please contact Derivatives Documentation by telephone at 000-0-000-0000.
| BEAR XXXXXXX FINANCIAL PRODUCTS INC. | CITIBANK, N.A., NEW YORK | |||
|
By:
|
||||
|
By:
|
As
authorized agent or officer for
Citibank,
N.A., New York
|
|||
|
Name:
|
Name:
|
|||
|
Title:
|
Title:
|
|||
|
Date:
|
Date:
|
|||
|
CITIBANK,
N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL
INTEREST
TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST
WITH RESPECT TO
THE CITIGROUP MORTGAGE LOAN TRUST 2007-AHL3, ASSET-BACKED PASS-THROUGH
CERTIFICATES, SERIES 2007-AHL3
|
||||
| By: | ||||
|
Name:
|
||||
|
Title:
|
||||
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
000
XXXXXXX XXXXXX
XXX
XXXX, XXX XXXX 00000
000-000-0000
Exhibit
A
|
DATE:
|
June
29, 2007
|
|
TO:
|
Citibank,
N.A., not in its individual capacity, but solely as Supplemental
Interest
Trust Trustee on behalf of the Supplemental Interest Trust
with respect to
the Citigroup Mortgage Loan Trust 2007-AHL3, Asset-Backed
Pass-Through
Certificates, Series 2007-AHL3
|
|
ATTENTION:
|
Xxxxxx
Xxxxxxxx
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
FROM:
|
Derivatives
Documentation
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
SUBJECT:
|
Fixed
Income Derivatives Confirmation and Agreement
|
|
REFERENCE
NUMBER:
|
FXNSC9585
|
The purpose of this long-form confirmation (“Long-form Confirmation”) is to confirm the terms and conditions of the current Transaction entered into on the Trade Date specified below (the “Transaction”) between Bear Xxxxxxx Financial Products Inc. (“Party A”) and Citibank, N.A., not in its individual capacity, but solely as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust with respect to the Citigroup Mortgage Loan Trust 2007-AHL3, Asset-Backed Pass-Through Certificates, Series 2007-AHL3 (“Party B”) created under the Pooling and Servicing Agreement, dated as of June 1, 2007, among Citigroup Mortgage Loan Trust Inc. (the “Depositor”), Countrywide Home Loans Servicing LP (the “Servicer”), Citibank, N.A. (the “Trust Administrator”) and U.S. Bank National Association (the “Trustee”) (the “Pooling and Servicing Agreement”). This Long-form 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. Item 2 of this Long-form Confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement (defined below); Item 3 of this Long-form Confirmation constitutes a “Schedule” as referred to in the ISDA Master Agreement; and Annex A hereto constitutes Paragraph 13 of a Credit Support Annex to the Schedule.
|
Item
1.
|
The
Confirmation set forth at Item 2 hereof 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 Long-form 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.
|
|
Item
2.
|
The
terms of the particular Transaction to which this Confirmation
relates are
as follows:
|
|
Notional
Amount:
|
With
respect to any Calculation Period, the amount set forth
for such period on
Schedule I attached hereto.
|
|
|
Trade
Date:
|
June
29, 2007
|
|
|
Effective
Date:
|
June
29, 2007
|
|
|
Termination
Date:
|
August
25, 2012, subject to adjustment in accordance with the
Business Day
Convention; provided, however, that for the purpose of
determining the
final Fixed Rate Payer Period End Date, Termination Date
shall be subject
to No Adjustment.
|
|
|
Fixed
Amount:
|
||
|
Fixed
Rate Payer:
|
Party
B
|
|
|
Fixed
Rate Payer
|
||
|
Period
End Dates:
|
The
25th calendar day of each month during the Term of this
Transaction,
commencing July 25, 2007 and ending on the Termination
Date, with No
Adjustment.
|
|
|
Fixed
Rate Payer
|
||
|
Payment
Date:
|
The
25th calendar day of each month during the Term of this
Transaction,
commencing July 25, 2007, and ending on the Termination
Date, subject to
adjustment in accordance with the Business Day
Convention.
|
|
|
Fixed
Rate:
|
5.30300%
|
|
|
|
||
|
Fixed
Amount:
|
To
be determined in accordance with the following formula:
|
|
|
Scale
Factor * Fixed Rate * Notional Amount * Fixed Rate Day
Count
Fraction.
|
||
|
Fixed
Rate Day
|
||
|
Count
Fraction:
|
30/360
|
|
|
Floating
Amounts:
|
||
|
Floating
Rate Payer:
|
Party
A
|
|
|
Floating
Rate Payer
|
||
|
Period
End Dates:
|
The
25th calendar day of each month during the Term of this
Transaction,
commencing July 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. Two Business Days prior to
each Floating Rate
Payer Period End Date.
|
|
|
Floating
Rate for initial
|
||
|
Calculation
Period:
|
To
be determined.
|
|
|
Floating
Rate Option:
|
USD-LIBOR-BBA
|
|
|
Floating
Amount:
|
To
be determined in accordance with the following formula:
|
|
|
Scale
Factor * Floating Rate Option * Notional Amount * Floating
Rate Day Count
Fraction
|
||
|
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
|
|
|
Scale
Factor:
|
250
|
|
|
Calculation
Agent:
|
Party
A
|
|
|
Other
Provisions:
|
||
|
Netting:
|
With
respect to each Calculation Period, if a Net Payment Amount
for such
Calculation Period is owed by Party A, then such Net Payment
Amount shall
be paid by Party A to Party B on the related Floating Rate
Payer Payment
Date, and if a Net Payment Amount for such Calculation
Period is owed by
Party B, then such Net Payment Amount shall be paid by
Party B to Party A
on the related Fixed Rate Payer Payment Date.
|
|
|
Net
Payment Amount shall mean, for a Calculation Period and
a party, the
excess, if any, of the aggregate amount payable by such
party in respect
of such Calculation Period over the aggregate amount payable
by the other
party in respect of such Calculation
Period.
|
|
Item
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
notwithstanding anything to the contrary in Section 5(a)(i)
or 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 not constitute an Event of Default under
Section
5(a)(i) unless a Xxxxx’x Second Trigger Downgrade Event has occurred and
is continuing and at least 30 Local Business Days have elapsed
since such
Xxxxx’x Second Trigger Downgrade Event first
occurred.
|
|
(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); 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 Xxxxx’x Second Trigger Downgrade
Event has occurred and is continuing and at least 30 Local
Business Days
have elapsed since such Xxxxx’x Second Trigger Downgrade Event first
occurred.
|
|
(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.
“Threshold
Amount” means USD 100,000,000.
|
(vii)
|
The
“Bankruptcy” provisions of Section 5(a)(vii) will apply
to Party A and will apply to Party B; provided, however,
that, for
purposes of applying Section 5(a)(vii) to Party B: (A) Section
5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall
not apply to
any assignment, arrangement or composition that is effected
by or pursuant
to the Pooling and Servicing Agreement, (C) Section 5(a)(vii)(4)
shall not
apply to a proceeding instituted, or a petition presented,
by Party A or
any of its Affiliates (for purposes of Section 5(a)(vii)(4),
Affiliate
shall have the meaning set forth in Section 14, notwithstanding
anything
to the contrary in this Agreement), (D) Section 5(a)(vii)(6)
shall not
apply to any appointment that is effected by or pursuant
to the Pooling
and Servicing Agreement, or any appointment to which Party
B has not yet
become subject; (E) Section 5(a)(vii) (7) shall not apply;
(F) Section
5(a)(vii)(8) shall apply only to the extent of any event
which has an
effect analogous to any of the events specified in clauses
(1), (3), (4),
(5) or (6) of Section 5(a)(vii), in each case as modified
in this Part
1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
apply.
|
|
(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 and 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 and the Second Method will apply, provided, however,
that,
notwithstanding anything to the contrary in this Agreement,
if an Early
Termination Date has been designated as a result of a Derivative
Provider
Trigger Event, the following provisions will
apply:
|
|
|
(A)
|
Section
6(e) is hereby amended by inserting on the first line thereof
the words
“or is effectively designated” after “If an Early Termination Date
occurs”;
|
|
|
(B)
|
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, and a party making the determination, an amount determined
on the
basis of one or more Firm Offers from Reference Market-makers that
are Eligible
Replacements. Each Firm Offer will be (1) 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
(2) 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 are to be included. The party making the
determination (or its agent) will request each Reference Market-maker
that is an
Eligible Replacement to provide its Firm Offer to the extent reasonably
practicable as of the same day and time (without regard to different
time zones)
on or as soon as reasonably practicable after the designation or occurrence
of
the relevant Early Termination Date. The day and time as of which those
Firm
Offers are to be provided (the “bid time”) will be selected in good faith by the
party obliged to make a determination under Section 6(e), and, if each
party is
so obliged, after consultation with the other. If at least one Firm
Offer from an Approved Replacement (which, if accepted, would determine
the
Market Quotation) is provided at the bid time, the Market Quotation
will be the
Firm Offer (among such Firm Offers as specified in clause (C) below)
actually
accepted by Party B no later than the Business Day immediately preceding
the
Early Termination Date. If no Firm Offer from an Approved Replacement
(which, if accepted, would determine the Market Quotation) is provided
at the
bid time, it will be deemed that the Market Quotation in respect of
such
Terminated Transaction or group of Transactions cannot be
determined.
|
|
(C)
|
If
more than one Firm Offer from an Approved Replacement (which,
if accepted,
would determine the Market Quotation) is provided at the
bid time, Party B
shall accept the Firm Offer (among such Firm Offers) which
would require
either (x) the lowest payment by Party B to the Reference
Market-maker, to
the extent Party B would be required to make a payment to
the Reference
Market-maker or (y) the highest payment from the Reference
Market-maker to
Party B, to the extent the Reference Market-maker would be
required to
make a payment to Party B. If only one Firm Offer from an
Approved Replacement (which, if accepted, would determine
the Market
Quotation) is provided at the bid time, Party B shall accept
such Firm
Offer.
|
|
|
(D)
|
If
Party B requests Party A in writing to obtain Market Quotations,
Party A
shall use its reasonable efforts to do
so.
|
|
|
(E)
|
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 against any amount payable by Party
B under the
immediately preceding clause (I).”
|
|
(F)
|
In
determining whether or not a Firm Offer satisfies clause
(B)(y) of the
definition of Replacement Transaction and whether or not
a proposed
transfer satisfies clause (e)(B)(y) of the definition of
Permitted
Transfer, Party B shall act in a commercially reasonable
manner.
|
(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):
It
is not
required by any applicable law, as modified by the practice of any
relevant
governmental revenue authority, of any Relevant Jurisdiction to make
any
deduction or withholding for or on account of any Tax from any payment
(other
than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement)
to be made
by it to the other party under this Agreement.
In
making
this representation, it may rely on:
|
|
(i)
|
the
accuracy of any representations made by the other party pursuant
to
Section 3(f) of this Agreement;
|
|
|
(ii)
|
the
satisfaction of the agreement contained in Section 4(a)(i)
or 4(a)(iii) of
this Agreement and the accuracy and effectiveness of any
document provided
by the other party pursuant to Section 4(a)(i) or 4(a)(iii)
of this
Agreement; and
|
|
|
(iii)
|
the
satisfaction of the agreement of the other party contained
in Section 4(d)
of this Agreement, provided that it shall not be a breach
of this
representation where reliance is placed on clause (ii) and
the other party
does not deliver a form or document under Section 4(a)(iii)
by reason of
material prejudice to its legal or commercial
position.
|
(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
is a corporation organized under the laws of the State of Delaware
and its U.S.
taxpayer identification number is 00-0000000.
(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, such that Party B shall not be required to pay any additional
amounts
referred to therein.
|
|
|
(ii)
|
Indemnifiable
Tax. Notwithstanding the definition of “Indemnifiable Tax” in
Section 14 of this Agreement, all Taxes in relation to payments
by Party A
shall be Indemnifiable Taxes (including any Tax imposed in
relation to a
Credit Support Document or in relation to any payment thereunder)
unless
such Taxes (i) are assessed directly against Party B and
not by deduction
or withholding by Party A or (ii) arise as a result of a
Change in Tax Law
(in which case such Tax shall be an Indemnifiable Tax only
if such Tax
satisfies the definition of Indemnifiable Tax provided in
Section
14). In relation to payments by Party B, no Tax shall be an
Indemnifiable 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 (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
(or any successor
thereto) with respect to any payments received or to be received
by the
initial beneficial owner of payments to Party B that eliminates
U.S.
federal withholding and backup withholding Tax on 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,
which forms
are received by Party B in accordance with the Pooling and
Servicing
Agreement.
|
(i)
upon execution of this Agreement, (ii) on or before the first
payment date
under this Agreement, including any Credit Support Document,
(iii) in the
case of a tax certification form other than a Form W-9, before
December 31
of each third succeeding calendar year, (iv) promptly upon
the reasonable
demand by Party B, (v) prior to the expiration or obsolescence
of any
previously delivered form, and (vi) 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, each 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, each 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, each 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 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 is organized
|
Upon
request by Party B
|
Yes
|
|
Party
A
|
Quarterly
Financial Statements of Party A containing unaudited, consolidated
financial statements of Party A’s fiscal quarter prepared in accordance
with generally accepted accounting principles in the country
in which
Party A is organized
|
Upon
request by Party B
|
Yes
|
|
Party
A and
Party
B
|
An
opinion of counsel of such party regarding the enforceability
of this Agreement in a form reasonably satisfactory to the
other
party.
|
Upon
the execution and delivery of this Agreement
|
No
|
|
Party
B
|
An
executed copy of the Pooling and Servicing Agreement
|
Promptly
upon filing of such agreement with the U.S. Securities and
Exchange
Commission
|
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: 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention:
DPC Manager
Facsimile: (000)
000-0000
with
a
copy to:
Address: Xxx
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
Attention: Derivative
Operations 7th Floor
Facsimile: (000)
000-0000
(For
all
purposes)
Address
for notices or communications
to Party B:
|
|
Address:
|
Citibank,
N.A.
000 Xxxxxxxxx Xxxxxx, 00xx
Xxxxx
Xxx Xxxx, XX
00000
|
|
|
Attention:
|
CMLTI
2007-AHL3
|
|
|
Facsimile:
|
(000)
000-0000
|
|
|
Phone:
|
(000)
000-0000
|
(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.
|
(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.
|
|
(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 (including any claim or controversy arising out of
or relating to
this Agreement), 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. Subparagraph (ii) of Section 2(c) will
apply to each Transaction
hereunder.
|
|
(j)
|
Affiliate.
Party A and Party B shall be deemed to have no Affiliates
for
purposes of this Agreement.
|
|
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.
|
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 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.
(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)
|
[Reserved.]
|
|
|
(iii)
|
[Reserved.]
|
|
|
(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
(whether written or oral) regarding any Transaction hereunder,
other than
the representations expressly made in this Agreement or the
Confirmation
in respect of that Transaction, (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, (iii) it is not relying on
any communication
(written or oral) of the other party as investment advice
or as a
recommendation to enter into this Transaction; it being understood
that
information and explanations related to the terms and conditions
of this
Transaction shall not be considered investment advice or
a recommendation
to enter into this Transaction, and (iv) it has not received
from the
other party any assurance or guaranty as to the expected
results of this
Transaction.
|
|
|
(2)
|
Evaluation
and Understanding. (i) It has the capacity to evaluate
(internally or through independent professional advice) each
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.
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(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.”
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(v)
|
Transfer
to Avoid Termination Event. Section 6(b)(ii) is hereby
amended (i) by deleting in the first paragraph the words
“or if a Tax
Event Upon Merger occurs and the Burdened Party is the Affected
Party,”
and in the third paragraph the words “, which consent will not
be withheld if such other party’s policies in effect at such time would
permit it to enter into transactions with the transferee
on the terms
proposed”, (ii) by deleting the words “to transfer” and inserting the
words “to effect a Permitted Transfer” in lieu thereof, and (iii) adding
at the end of the third paragraph “; provided that the other party’s
consent shall not be required if such transfer is a Permitted
Transfer.”
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(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 (i) and inserting “.” in lieu thereof, and
(iii) deleting the final paragraph
thereof.
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|
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(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”.
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|
(c)
|
Additional
Termination Events. The following Additional
Termination Events will apply:
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(i)
|
Failure
to Post Collateral.If 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 and such failure
has not given
rise to an Event of Default under Section 5(a)(i) or Section
5(a)(iii),
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.
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(ii)
|
Second
Rating Trigger Replacement. The occurrence of any
event described in this Part 5(c)(ii) shall constitute an
Additional
Termination Event with respect to Party A and Party A shall
be the sole
Affected Party with respect to such Additional Termination
Event.
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(A)
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A
Xxxxx’x Second Trigger Downgrade Event has occurred and is continuing
and
at least 30 Local Business Days have elapsed since such Xxxxx’x Second
Trigger Downgrade Event first occurred, and at least one
Eligible
Replacement has made a Firm Offer that would, assuming the
occurrence of
an Early Termination Date, qualify as a Market Quotation
(on the basis
that Part 1(f)(i)(A) applies) and which remains capable of
becoming
legally binding upon acceptance.
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(B)
|
An
S&P Required Ratings Downgrade Event has occurred and is continuing
and at least 60 calendar days have elapsed since such S&P Required
Ratings Downgrade Event first
occurred.
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(iii)
|
Amendment
of the Pooling and Servicing Agreement. If, without
the prior written consent of Party A where such consent is
required under
the Pooling and Servicing Agreement (such consent not to
be unreasonably
withheld, conditioned or delayed), an amendment is made to
the Pooling and
Servicing Agreement which amendment could reasonably be expected
to have a
material adverse effect on the interests of Party A under
this Agreement,
an Additional Termination Event shall have occurred with
respect to Party
B, Party B shall be the sole Affected Party with respect
to such
Additional Termination Event and all Transactions hereunder
shall be
Affected Transactions.
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(iv)
|
Failure
to Comply with Regulation AB Requirements. If, (x) upon the
occurrence of a Swap Disclosure Event (as defined in Part
5(e) below)
Party A has not complied with any of the provisions set forth
in Part
5(e)(iii) below within the time period specified therein
or (y) Party A
fails to provide updated Swap Financial Disclosure within
the time period
set forth in Part 5(e)(iv) and such failure is not remedied
on or before
the third Local Business Day after notice of such failure
is given to
Party A, 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.
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(v)
|
[Reserved.]
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(vi)
|
Optional
Termination of Securitization. An Additional
Termination Event shall occur upon the notice to Certificateholders
of an
Optional Termination becoming unrescindable in accordance
with Article IX
of the Pooling and Servicing Agreement (such notice, the
“Optional
Termination Notice”). With respect to such Additional
Termination Event: (A) Party B shall be the sole Affected
Party; (B)
notwithstanding anything to the contrary in Section 6(b)(iv)
or Section
6(c)(i), the final Distribution Date specified in the Optional
Termination
Notice is hereby designated as the Early Termination Date
for this
Additional Termination Event in respect of all Affected Transactions;
(C)
Section 2(a)(iii)(2) shall not be applicable to any Affected
Transaction
in connection with the Early Termination Date resulting from
this
Additional Termination Event; notwithstanding anything to
the contrary in
Section 6(c)(ii), payments and deliveries under Section 2(a)(i)
or Section
2(e) in respect of the Terminated Transactions resulting
from this
Additional Termination Event will be required to be made
through and
including the Early Termination Date designated as a result
of this
Additional Termination Event; provided, for the avoidance
of doubt, that
any such payments or deliveries that are made on or prior
to such Early
Termination Date will not be treated as Unpaid Amounts in
determining the
amount payable in respect of such Early Termination Date;
(D)
notwithstanding anything to the contrary in Section 6(d)(i),
(I) if, no
later than 4:00 pm New York City time on the day that is
four Business
Days prior to the final Distribution Date specified in the
Optional
Termination Notice, the Trust Administrator requests the
amount of the
Estimated Swap Termination Payment, Party A shall provide
to the Trust
Administrator in writing (which may be done in electronic
format) the
amount of the Estimated Swap Termination Payment no later
than 2:00 pm New
York City time on the following Business Day and (II) if
the Trust
Administrator provides written notice (which may be done
in electronic
format) to Party A no later than two Business Days prior
to the final
Distribution Date specified in the Optional Termination Notice
that all
requirements of the Optional Termination have been met, then
Party A
shall, no later than one Business Day prior to the final
Distribution Date
specified in the Optional Termination Notice, make the calculations
contemplated by Section 6(e) (as amended herein) and provide
to the Trust
Administrator in writing (which may be done in electronic
format) the
amount payable by either Party B or Party A in respect of
the related
Early Termination Date in connection with this Additional
Termination
Event; provided, however, that the amount payable by Party
B, if any, in
respect of the related Early Termination Date shall be the
lesser of (x)
the amount calculated to be due by Party B pursuant to Section
6(e) and
(y) the Estimated Swap Termination Payment; and (E) notwithstanding
anything to the contrary in this Agreement, any amount due
from Party B to
Party A in respect of this Additional Termination Event will
be payable on
the final Distribution Date specified in the Optional
Termination Notice and any amount due from Party A to Party
B in respect
of this Additional Termination Event will be payable one
Business Day
prior to the final Distribution Date specified in the Optional
Termination Notice.
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The
Trust
Administrator shall be an express third party beneficiary of this Agreement
as
if a party hereto to the extent of the Trust Administrator’s rights specified
herein.
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(vii)
|
Failure
to Pay Class A Certificates. If the Trust
Administrator on behalf of the Trust is unable to pay, or
fails or admits
in writing its inability to pay (1) on any Distribution Date,
any Interest
Distribution Amount with respect to the Class A Certificates
or (2) by the
Distribution Date immediately following the maturity date
for the Mortgage
Loan with the latest maturity date, the ultimate payment
of principal with
respect to the Class A Certificates, in either case to the
extent required
pursuant to the terms of the Pooling and Servicing Agreement
to be paid to
the Class A Certificates, then an Additional Termination
Event shall have
occurred with respect to Party B, Party B shall be the sole
Affected Party
and all Transactions hereunder shall be Affected
Transactions.
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(d)
|
Required
Ratings Downgrade Event. If a Required Ratings
Downgrade Event has occurred and is continuing, then Party
A shall, at its
own expense, use commercially reasonable efforts to, as soon
as reasonably
practicable, either (A) effect a Permitted Transfer or (B)
procure an
Eligible Guarantee by a guarantor with credit ratings at
least equal to
the S&P Required Ratings Threshold and the Xxxxx’x Second Trigger
Threshold.
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(e)
|
Compliance
with Regulation AB.
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|
(i)
|
Party
A agrees and acknowledges that Citigroup Mortgage Loan Trust
Inc. (the
“Depositor”) on behalf of the Issuing Entity is required under Regulation
AB under the Securities Act of 1933, as amended, and the
Securities
Exchange Act of 1934, as amended (the “Exchange Act”) (“Regulation AB”),
to disclose certain financial information regarding Party
A or its group
of affiliated entities, if applicable, depending on the aggregate
“significance percentage” of this Agreement and any other derivative
contracts between Party A or its group of affiliated entities,
if
applicable, and Party B, as calculated from time to time
in accordance
with Item 1115 of Regulation AB. In addition, for so long
as the Depositor
is required to file a Form 10-K in respect of the related
transaction
(which the parties hereto may assume shall be for the period
covering the
calendar year following the Closing Date, unless otherwise
notified in
writing by the Depositor), Party A, at its own expense, shall
no later
than the 25th calendar day of each month, notify the Depositor
in writing
of any known material affiliations or relationships that
develop following
the Closing Date between Party A and any of the (x) the Sponsor,
the
Depositor or the Issuing Entity, if this Agreement is transferred
by Party
A to another entity and (y) any originator, servicer, trustee
or bond
administrator or other transaction party, each as identified
by the
Depositor to Party A in writing, and provide to the Depositor
a
description of such affiliations or
relations.
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(ii)
|
It
shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
Local Business Day after the date hereof for so long as the
Issuing Entity
is required to file periodic reports under the Exchange Act,
the Depositor
requests from Party A the certain financial information described
in Item
1115 of Regulation AB, including, but not limited to Party
A’s financial
data as described in Item 1115(b)(1) of Regulation AB and
financial
statements as described in Item 1115(b)(2) of Regulation
AB (the “Swap
Financial Disclosure”).
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(iii)
|
Upon
the occurrence of a Swap Disclosure Event, Party A, within
ten (10)
calendar days and at its own expense, shall (1)(a) either
(i) provide to
the Depositor the current Swap Financial Disclosure in an
XXXXX-compatible
format (for example, such information may be provided in
Microsoft Word®
format, Microsoft Excel® format or any other format suitable for
conversion to the XXXXX format, but not in .pdf format) or
(ii) if
permitted by Regulation AB, provide written consent to the
Depositor to
incorporate by reference such current Swap Financial Disclosure
that are
filed with the Securities and Exchange Commission in the
Exchange Act
Reports of the Issuing Entity, and (b) if the Swap Financial
Disclosure
has been audited, cause its outside accounting firm to provide
its consent
to filing or incorporation by reference in the Exchange Act
Reports of the
Issuing Entity of such accounting firm’s report relating to their audits
of such current Swap Financial Disclosure; (2) secure another
entity to
replace Party A by way of a Permitted Transfer, either as
party to this
Agreement or by entering into a replacement derivative agreement,
on terms
substantially in the form of this Agreement, subject to prior
notification
to the Swap Rating Agencies, which entity (or a guarantor
therefor)
satisfies the Rating Agency Condition with respect to S&P and which
entity is able to comply with the requirements of Item 1115
of Regulation
AB; (3) only if sufficient to satisfy the requirements of
Item 1115 of
Regulation AB that are applicable to the Derivative Provider,
as evidenced
by an opinion of counsel at the expense of Party A and that
is reasonably
acceptable to the Depositor, or as determined by the Depositor
in its sole
discretion if this Agreement is transferred by Party A to
another entity
subject to the Rating Agency Condition with respect to S&P, obtain a
guaranty of Party A’s obligations under this Agreement from an affiliate
of Party A that is able to comply with the financial information
disclosure requirements of Item 1115 of Regulation AB and
this Agreement,
such that disclosure provided in respect of the affiliate
will satisfy any
disclosure requirements applicable to the Swap Provider,
and cause such
affiliate to provide Swap Financial Disclosure; or (4) only
if sufficient
to satisfy the requirements of Item 1115 of Regulation AB
that are
applicable to the Derivative Provider, as evidenced by an
opinion of
counsel at the expense of Party A and that is reasonably
acceptable to the
Depositor, or as determined by the Depositor in its sole
discretion if
this Agreement is transferred by Party A to another entity,
post
collateral in an amount sufficient to reduce the “significance percentage”
for purposes of Item 1115 of Regulation AB with respect to
any Derivative
Agreement relating to such Securitization, calculated separately
or in the
aggregate with other Derivative Agreements for such Securitization
(a) to
10% if the Depositor has notified the Derivative Provider
that the
“significance percentage” is 10% or more (but less than 20%) or (b) to 20%
if the Depositor has notified the Derivative Provider that
the
“significance percentage” is 20% or more. If permitted by
Regulation AB, any required Swap Financial Disclosure may
be provided by
incorporation by reference from reports filed pursuant to
the Exchange
Act.
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(iv)
|
If
Party A provides Swap Financial Disclosure to the Depositor
pursuant to
Part 5(e)(iii)(1) or causes its affiliate to provide Swap
Financial
Disclosure to the Depositor pursuant to Part 5(e)(iii)(3),
then for so
long as (x) the Depositor is required to file Exchange Act
reports in
respect of the Issuing Entity and (y) on the Distribution
Date immediately
preceding the date of any release of updated Swap Financial
Disclosure by
Party A, the Depositor has provided notice to Party A that
the
“significance percentage” determined under Item 1115 of Regulation AB is
equal to or greater than 10% with respect to such Distribution
Date, Party
A, at its own expense, shall provide or cause to be provided
to the
Depositor any updated Swap Financial Disclosure with respect
to Party A or
any entity that consolidates Party A within five (5) Local
Business Days
of the release of any such updated Swap Financial
Disclosure.
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(v)
|
The
Depositor shall be an express third party beneficiary of
this Agreement as
if it were a party hereto to the extent of the Depositor’s rights
explicitly specified in this Part
5(e).
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|
(f)
|
Transfers.
|
(i) Section
7 is hereby amended to read in its entirety as follows:
“Neither
this Agreement nor any interest or obligation in or under this Agreement
may be
transferred (whether by way of security or otherwise) by either party
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, except
that:
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|
(a)
|
Party
A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
(as
amended herein) or Part 5(e), (2) pursuant to a consolidation
or
amalgamation with, or merger with or into, or transfer of
all or
substantially all its assets to, another entity (but without
prejudice to
any other right or remedy under this Agreement), or (3) at
any time at
which no Relevant Entity has credit ratings at least equal
to the Approved
Ratings Threshold;
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|
(b)
|
Party
B may transfer its rights and obligations hereunder in connection
with a
transfer pursuant to Section 8.09 of the Pooling and Servicing
Agreement;
and
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|
(c)
|
a
party may make such a transfer of all or any part of its
interest in any
amount payable to it from a Defaulting Party under Section
6(e).
|
Any
purported transfer that is not in compliance with this Section will
be
void.
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|
(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, execute such documentation
provided to it as reasonably deemed necessary by Part A to
effect such
transfer.
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|
(g)
|
Limited
Recourse;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
Supplemental Interest 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, agents, employees, shareholders or affiliates
of
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 Supplemental Interest
Trust and
the proceeds thereof, should be insufficient to satisfy all
claims
outstanding and following the realization of Supplemental
Interest Trust
and the proceeds thereof, any claims against or obligations
of Party B
under this Agreement or any other confirmation thereunder
still
outstanding shall be extinguished and thereafter not
revive. The Supplemental Interest Trust Trustee 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
Supplemental
Interest Trust from the Trust created pursuant to the Pooling
and
Servicing Agreement. This provision will survive the termination
of this
Agreement.
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|
(h)
|
[Reserved.]
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|
|
Timing
ofPayments 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 into 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 provided 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 the Rating Agency Condition
is satisfied
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.
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(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 Supplemental Interest Trust, or the trust formed pursuant
to the
Pooling and Servicing Agreement, 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.
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|
(n)
|
Supplemental
Interest Trust 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 Supplemental Interest Trust Trustee
under the
Pooling and Servicing Agreement in the exercise of the powers
and
authority conferred and invested in it thereunder; (b) Citi
has been
directed pursuant to the Pooling and Servicing 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
Supplemental Interest Trust is made and intended not as personal
representations, undertakings and agreements of Citi but
is made and
intended for the purpose of binding only the Supplemental
Interest Trust;
and (d) nothing herein contained shall be construed as creating
any
liability on Citi, individually or personally, to perform
any covenant
either expressed or implied contained herein, all such liability,
if any,
being expressly waived by the parties who are signatories
to this
Agreement any by any person claiming by, through or under
such parties (e)
under no circumstances shall Citi in its individual
capacity be personally liable for any indebtness or expenses
of the
Supplemental Interest Trust or be liable for any payments
hereunder or for
the breach or failure of any obligation, representation,
warranty or
covenant made or undertaken by the Supplemental Interest
Trust 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 the Trustee and
the Trust Administrator have been appointed as agents under
the Pooling
and Servicing Agreement to carry out certain functions on
behalf of Party
B, and that the Trustee and the Trust Administrator shall
be entitled to
give notices and to perform and satisfy the obligations of
Party B
hereunder on behalf of Party B.
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|
(q)
|
[Reserved.]
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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.
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(s)
|
Waiver
of Jury Trial. Each party waives any right it may have
to a trial by jury in respect of any suit, action or proceeding
relating
to this Agreement or any Credit Support
Document.
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|
(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.
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(u)
|
[Reserved.]
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|
(v)
|
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. Citibank, N.A.
represents to Party A on the date on which Party B enters
into this
Agreement that it is executing the Agreement not in its individual
capacity, but solely as Supplemental Interest Trust Trustee
on behalf of
the Supplemental Interest Trust.
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|
(w)
|
[Reserved.]
|
|
(x)
|
[Reserved.]
|
|
(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 payment obligations and obligations to post collateral
of
Party A under this Agreement (or, solely for purposes of the definition
of
Eligible Replacement, all present and future payment obligations and
obligations
to post collateral of such Eligible Replacement under this Agreement
or its
replacement, as applicable) which is provided by a guarantor as principal
debtor
rather than surety and which 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.
“Eligible
Replacement” means an entity (A) that lawfully could perform the
obligations owing to Party B under this Agreement (or its replacement,
as
applicable) and (B)
(I) (x) which has credit ratings from S&P at least equal to the S&P
Required Ratings Threshold or (y) all present and future obligations
of which
entity owing to Party B under this Agreement (or its replacement, as
applicable)
are guaranteed pursuant to an Eligible Guarantee provided by a guarantor
with
credit ratings from S&P at least equal to the S&P Required Ratings
Threshold and (II) (x) which has credit ratings from Moody’s at least equal to
the Moody’s Second Trigger Ratings Threshold or (y) all present and future
obligations of which entity owing to Party B under this Agreement (or
its
replacement, as applicable) are guaranteed pursuant to an Eligible
Guarantee
provided by a guarantor with credit ratings from Moody’s at least equal to the
Moody’s Second Trigger Ratings Threshold,.
“Estimated
Swap Termination Payment” means, with respect to an Early
Termination Date, an amount determined by Party A in good faith and
in a
commercially reasonable manner as the maximum payment that could be
owed by
Party B to Party A in respect of such Early Termination Date pursuant
to Section
6(e), taking into account then current market conditions.
“Financial
Institution” means a bank, broker/dealer, insurance company,
structured investment company or derivative product company.
“Firm
Offer” means a quotation from an 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.
“Moody’s”
means Xxxxx’x Investors Service, Inc., or any successor thereto.
“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 Downgrade 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, in the
circumstances specified in this Agreement (including agreements incorporated
by
reference herein) as a Permitted Transfer, to a transferee (the
“Transferee”) 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
(in each case as certified by such entity);(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) the Transferee contracts
with Party
B pursuant to a written instrument (the “Transfer Agreement”)
(A) (i) on terms which are effective to transfer to the Transferee
all, but not
less than all, of Party A’s rights, liabilities, duties and obligations under
the Agreement and all relevant Transactions, which terms are identical
to the
terms of this Agreement, 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
(ii) each Rating Agency has been given prior written notice of such
transfer, or
(B) (i) on terms that (x) have the effect of preserving for Party B
the economic
equivalent of all payment and delivery obligations (whether absolute
or
contingent and assuming the satisfaction of each applicable condition
precedent)
under this Agreement immediately before such transfer and (y) are,
in all
material respects, no less beneficial for Party B than the terms of
this
Agreement immediately before such transfer, as determined by Party
B, and (ii)
Moody’s has been given prior written notice of such transfer and the Rating
Agency Condition is satisfied with respect to S&P; (f) 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);
and
(g) such transfer otherwise complies with the terms of the Pooling
and Servicing
Agreement.
“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 each such Rating Agency provides
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.
“Rating
Agencies” mean, 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-AHL3,
Asset-Backed Pass-Through Certificates, Series 2007-AHL3 (the “Certificates”) or
any notes backed by any of the Certificates (the “Notes”).
“Relevant
Entities” mean 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
(A) has terms which would be effective to transfer to a transferee
all, but not
less than all, of Party A’s rights, liabilities, duties and obligations under
this Agreement and all relevant Transactions, which terms are identical
to the
terms of this Agreement, 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,
save
for the exclusion of provisions relating to Transactions that are not
Terminated
Transactions, or (B) (x) 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) under this Agreement 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 (y) has terms which are, in all material respects, no
less
beneficial for Party B than those of this Agreement (save for the exclusion
of
provisions relating to Transactions that are not Terminated Transactions),
as
determined by Party B.
“Required
Ratings Downgrade Event” means that no Relevant Entity has credit
ratings at least equal to the Required Ratings Threshold. For purposes
of
determining whether a Required Ratings Downgrade Event has occurred,
each
Relevant Entity shall provide its credit ratings to Party B in writing,
upon
request of Party B.
“Required
Ratings Threshold” means each of the S&P Required Ratings
Threshold and the Moody’s Second Trigger Ratings Threshold.
“S&P”
means Standard & Poor’s Rating Services, a division of The XxXxxx-Xxxx
Companies, Inc., or any successor thereto.
“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 of “A-1” from S&P, 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 of “A+” from S&P.
“S&P
Required Ratings Downgrade Event” means that
no Relevant Entity has credit ratings from S&P at least equal to the S&P
Required Ratings Threshold.
“S&P
Required Ratings Threshold” means, with respect to Party A, the
guarantor under an Eligible Guarantee, or an Eligible Replacement,
(I) if such
entity is a Financial Institution, a short-term unsecured and unsubordinated
debt rating of “A-2” from S&P, 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 of “BBB+” from S&P, or
(II) if such entity is not a Financial Institution, a short-term unsecured
and
unsubordinated debt rating of “A-1” from S&P, 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 of
“A+” from S&P.
[Remainder
of this page intentionally left blank.]
Item
4. Account
Details and Settlement Information:
Payments
to Party A:
Citibank,
N.A., New York
ABA
Number: 000-0000-00, for the account of Bear, Xxxxxxx Securities
Corp.
Account Number: 0925-3186, for further credit to Bear Xxxxxxx Financial
Products
Inc.
Sub-account Number: 102-04654-1-3
Attention:
Derivatives Department
Payments
to Party B:
Citibank,
N.A.
New
York,
NY
ABA#
000-000-000
Account#
3617-2242
Ref:
CMLTI 2007-AHL3 SWAP Account
ASTRA
A/C# 106785
NEITHER
THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF
THE BEAR
XXXXXXX COMPANIES INC. OTHER THAN PARTY A IS AN OBLIGOR OR A CREDIT
SUPPORT
PROVIDER ON THIS AGREEMENT.
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.
Party
B
hereby agrees to check this Confirmation and to confirm that the foregoing
correctly sets forth the terms of the Transaction by signing in the
space
provided below and returning to Party A a facsimile of the fully-executed
Confirmation to 000-000-0000. For inquiries regarding U.S. Transactions,
please
contact Derivatives Documentation by telephone at 000-000-0000. For
all other inquiries please contact Derivatives Documentation by telephone
at
000-0-000-0000. Originals will be provided for your execution upon
your
request.
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,
|
||
| BEAR XXXXXXX FINANCIAL PRODUCTS INC. | ||
|
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., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO THE CITIGROUP MORTGAGE LOAN TRUST 2007-AHL3, ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2007-AHL3 | ||
| By: | ||
| Name: | ||
| Title: | ||
SCHEDULE
I
(where
for the purposes of (i) determining Floating Amounts, all such dates
subject to
adjustment in accordance with the
Following
Business Day Convention and (ii) determining Fixed Amounts, all such
dates
subject to No Adjustment.)
|
From
and including
|
To
but excluding
|
Notional
Amount
(USD)
|
|
Effective
Date
|
7/25/2007
|
3,478,936.00
|
|
7/25/2007
|
8/25/2007
|
3,421,026.74
|
|
8/25/2007
|
9/25/2007
|
3,354,247.22
|
|
9/25/2007
|
10/25/2007
|
3,278,989.78
|
|
10/25/2007
|
11/25/2007
|
3,195,592.67
|
|
11/25/2007
|
12/25/2007
|
3,104,584.46
|
|
12/25/2007
|
1/25/2008
|
3,006,976.61
|
|
1/25/2008
|
2/25/2008
|
2,904,425.04
|
|
2/25/2008
|
3/25/2008
|
2,799,254.26
|
|
3/25/2008
|
4/25/2008
|
2,695,377.02
|
|
4/25/2008
|
5/25/2008
|
2,595,004.18
|
|
5/25/2008
|
6/25/2008
|
2,497,891.01
|
|
6/25/2008
|
7/25/2008
|
2,403,855.77
|
|
7/25/2008
|
8/25/2008
|
2,312,933.42
|
|
8/25/2008
|
9/25/2008
|
2,224,265.55
|
|
9/25/2008
|
10/25/2008
|
2,138,460.04
|
|
10/25/2008
|
11/25/2008
|
2,055,684.44
|
|
11/25/2008
|
12/25/2008
|
1,975,620.57
|
|
12/25/2008
|
1/25/2009
|
1,897,966.03
|
|
1/25/2009
|
2/25/2009
|
1,822,208.52
|
|
2/25/2009
|
3/25/2009
|
1,748,732.80
|
|
3/25/2009
|
4/25/2009
|
1,678,014.03
|
|
4/25/2009
|
5/25/2009
|
1,610,203.04
|
|
5/25/2009
|
6/25/2009
|
1,545,328.12
|
|
6/25/2009
|
7/25/2009
|
1,483,530.26
|
|
7/25/2009
|
8/25/2009
|
1,424,244.30
|
|
8/25/2009
|
9/25/2009
|
1,366,531.77
|
|
9/25/2009
|
10/25/2009
|
1,309,556.43
|
|
10/25/2009
|
11/25/2009
|
1,251,475.43
|
|
11/25/2009
|
12/25/2009
|
1,190,229.44
|
|
12/25/2009
|
1/25/2010
|
1,120,650.27
|
|
1/25/2010
|
2/25/2010
|
1,038,065.76
|
|
2/25/2010
|
3/25/2010
|
949,289.02
|
|
3/25/2010
|
4/25/2010
|
869,641.25
|
|
4/25/2010
|
5/25/2010
|
799,886.31
|
|
5/25/2010
|
6/25/2010
|
741,907.16
|
|
6/25/2010
|
7/25/2010
|
697,531.84
|
|
7/25/2010
|
8/25/2010
|
697,531.84
|
|
8/25/2010
|
9/25/2010
|
697,531.84
|
|
9/25/2010
|
10/25/2010
|
697,531.84
|
|
10/25/2010
|
11/25/2010
|
697,531.84
|
|
11/25/2010
|
12/25/2010
|
675,308.54
|
|
12/25/2010
|
1/25/2011
|
650,591.46
|
|
1/25/2011
|
2/25/2011
|
626,826.31
|
|
2/25/2011
|
3/25/2011
|
603,974.90
|
|
3/25/2011
|
4/25/2011
|
582,000.63
|
|
4/25/2011
|
5/25/2011
|
560,868.20
|
|
5/25/2011
|
6/25/2011
|
540,543.65
|
|
6/25/2011
|
7/25/2011
|
520,994.70
|
|
7/25/2011
|
8/25/2011
|
502,190.22
|
|
8/25/2011
|
9/25/2011
|
484,100.76
|
|
9/25/2011
|
10/25/2011
|
466,697.74
|
|
10/25/2011
|
11/25/2011
|
449,953.32
|
|
11/25/2011
|
12/25/2011
|
433,840.70
|
|
12/25/2011
|
1/25/2012
|
418,334.56
|
|
1/25/2012
|
2/25/2012
|
403,409.28
|
|
2/25/2012
|
3/25/2012
|
389,039.70
|
|
3/25/2012
|
4/25/2012
|
375,197.94
|
|
4/25/2012
|
5/25/2012
|
361,869.55
|
|
5/25/2012
|
6/25/2012
|
349,039.85
|
|
6/25/2012
|
7/25/2012
|
336,689.50
|
|
7/25/2012
|
Termination
Date
|
324,799.71
|
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 June 29, 2007 between
Bear
Xxxxxxx Financial Products Inc. (hereinafter referred to as “Party
A” or “Pledgor”)
and
Citibank,
N.A., not in its individual capacity, but solely as Supplemental Interest
Trust
Trustee on behalf of the Supplemental Interest Trust with respect to
the
Citigroup Mortgage Loan Trust 2007-AHL3, Asset-Backed Pass-Through
Certificates, Series 2007-AHL3 (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 June 29, 2007, between
Party A
and Party B, Reference Number FXNSC9585.
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), except that:
|
|
|
(I)
|
the
words “upon a demand made by the Secured Party on or promptly following
a
Valuation Date” shall be deleted and replaced with the words “not later
than the close of business on each Valuation
Date”,
|
|
|
(II)
|
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.” shall be deleted in its entirety and replaced
with the following:
|
“The
“Delivery Amount” applicable to the
Pledgor for any Valuation Date will equal the greater 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,
and
|
|
|
(2)
|
the
amount by which (a) the Xxxxx’x Credit Support Amount for such Valuation
Date exceeds (b) the Xxxxx’x Value, as of such Valuation Date, of all
Posted Credit Support held by the Secured Party.”,
and
|
|
|
(III)
|
if,
on any Valuation Date, the Delivery Amount equals or exceeds
the Pledgor’s
Minimum Transfer Amount, the Pledgor will Transfer to the Secured
Party
sufficient Eligible Credit Support to ensure that, immediately
following
such transfer, the Delivery Amount shall be
zero.
|
|
(B)
|
“Return
Amount” has the meaning specified in Paragraph 3(b),
except
that:
|
|
|
(I)
|
the
sentence beginning “Unless otherwise specified in Paragraph 13” and ending
“(ii) the Credit Support Amount.” shall be deleted in its entirety and
replaced with the following:
|
“The
“Return Amount” applicable to the Secured Party for
any Valuation Date will equal the lesser 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,
and
|
|
|
(2)
|
the
amount by which (a) the Xxxxx’x Value, as of such Valuation Date, of all
Posted Credit Support held by the Secured Party exceeds (b)
the Xxxxx’x
Credit Support Amount for such Valuation Date.”,
and
|
|
|
(II)
|
in
no event shall the Secured Party be required to Transfer any
Posted Credit
Support under Paragraph 3(b) if, immediately following such
transfer, the
Delivery Amount would be greater than
zero.
|
|
(C)
|
“Credit
Support Amount” shall not apply. For purposes of
calculating any Delivery Amount or Return Amount for any Valuation
Date,
reference shall be made to the S&P Credit Support Amount, the Xxxxx’x
Credit Support Amount for such Valuation Date, as provided
in Paragraphs
13(b)(i)(A) and 13(b)(i)(B), above.
|
|
(ii)
|
Eligible
Collateral.
|
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)
|
“Xxxxx’x
Threshold” means, with respect to Party A and any Valuation
Date, if a Xxxxx’x First Trigger Downgrade Event has occurred and is
continuing and such Xxxxx’x First Trigger Downgrade Event has been
continuing (i) for at least 30 Local Business Days or (ii)
since this
Annex was executed, zero; otherwise,
infinity.
|
“S&P
Threshold” means, with respect to Party A and any Valuation Date,
if an S&P Approved Ratings Downgrade Event has occurred and is
continuing and such S&P Approved Ratings Downgrade Event has been continuing
(i) for at least 10 Local Business Days or (ii) since this Annex was
executed,
zero; 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 of any Certificates and the aggregate principal
balance
of any Notes rated by S&P is at the time of any transfer less 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.
|
|
(ii)
|
“Valuation
Date” means each Local Business Day on which any of
the
S&P Threshold or the Xxxxx’x Threshold is
zero.
|
|
(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.
|
|
(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 and
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 and Xxxxx’x Value, on any date, of
Eligible Collateral other than Cash will be calculated as
follows:
|
For
Eligible Collateral other than Cash in the form of securities listed
in Schedule
A: the sum of (A) the product of (1)(x) the bid-side quotation 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 arithmetic mean of the bid-side quotations
for
such securities quoted at the Valuation Time by any three principal market
makers for such securities selected by the Valuation Agent, provided
that if
only two bid-side quotations are obtained, then the arithmetic mean of
such two
bid-side quotations will be used, and if only one bid-side quotation
is
obtained, such quotation shall be used, 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.
For
Cash,
the amount thereof multiplied, in the case of the S&P Value, by the
applicable S&P Valuation Percentage.
|
(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 its
Custodian) will be entitled to hold Posted Collateral pursuant
to
Paragraph 6(b), provided that the following conditions applicable
to it
are satisfied:
|
|
|
(1)
|
it
is not a Defaulting Party.
|
|
|
(2)
|
Posted
Collateral consisting of Cash or certificated securities that
cannot be
paid or delivered by book-entry may be held only in any state
of the
United States which has adopted the Uniform Commercial Code,
and
|
|
|
(3)
|
in
the case of any Custodian for Party B, such Custodian (or,
to the extent
applicable, its parent company or credit support provider)
shall then have
credit ratings from S&P at least equal to the Custodian Required
Rating Threshold. If at any time the Custodian does not have
credit
ratings from S&P at least equal to the Custodian Required Rating
Threshold, the Trustee must within 60 days obtain a replacement
Custodian
with credit ratings from S&P at least equal to the Custodian Required
Rating Threshold.
|
Initially,
the Custodian for Party B is: Supplemental
Interest Trust
Trustee
|
(ii)
|
Use
of Posted Collateral. The provisions of Paragraph 6(c) will
not apply to Party B or its Custodian; provided, however, that
if Party A
delivers Posted Collateral in book-entry form, then Paragraph
6(c)(ii)
will apply to Party B and its Custodian, and Party B and its
Custodian
shall have the rights specified in Paragraph
6(c)(ii).
|
|
(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 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. 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)
|
Amendment
of Paragraph 6(d)(i) – Distributions. Paragraph
6(d)(i) shall be deleted in its entirety and replaced with
the
following:
|
“Distributions. Subject
to Paragraph 4(a), if Party B receives Distributions on a Local Business
Day, it
will Transfer to Party A not later than the following Local Business
Day any
Distributions it receives to the extent that a Delivery Amount would
not be
created or increased by that Transfer, as calculated by the Valuation
Agent (and
the date of calculation will be deemed to be a Valuation Date for this
purpose).
”
|
(iii)
|
Amendment
of Paragraph 6(d)(ii) – Interest Amount. Clause
(d)(ii) of Paragraph 6 shall be amended and restated to read
in its
entirety as follows:
|
|
|
“(ii)
Interest Amount. In lieu of any interest,
dividends or other amounts paid with respect to Posted Collateral
in the
form of Cash (all of which may be retained by the Secured Party),
the
Secured Party will Transfer to the Pledgor on the 20th day
of each
calendar month (or if such day is not a Local Business Day,
the next Local
Business Day) the Interest Amount. Any Interest Amount or
portion thereof actually received by Party B, but not Transferred
pursuant
to this Paragraph will constitute Posted Collateral in the
form of Cash
and will be subject to the security interest granted under
Paragraph
2. For purposes of calculating the Interest Amount the amount
of interest calculated for each day of the interest period
shall be
compounded monthly.” Secured Party shall not be obligated to
transfer any Interest Amount unless and until it has received
such
amount.
|
|
(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: at the address designated in writing from time
to time.
|
(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 for holding collateral:
Citibank,
N.A., New York
ABA
Number: 000-0000-00, for the account of Bear, Xxxxxxx Securities
Corp.
Account
Number: 0925-3186, for further credit to Bear Xxxxxxx Financial Products
Inc.
Sub-account Number:
102-04654-1-3
Attention:
Derivatives Department
Party
B’s
Custodian account details for holding collateral:
Citibank,
N.A.
New
York,
NY
ABA#
000-000-000
Account#
3617-2242
Ref:
CMLTI 2007-AHL3 SWAP Collateral Account
ASTRA
A/C# 106784
|
(m)
|
Other
Provisions.
|
|
(i)
|
Collateral
Account. Party B shall open and maintain a
segregated account, 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 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 Value” and (B) deleting the words “the Value” and inserting
in lieu thereof “S&P Value, Xxxxx’x Value”. Paragraph 5
(flush language) is hereby amended by deleting the word “Value” and
inserting in lieu thereof “S&P Value, Xxxxx’x
Value”. Paragraph 5(i) (flush language) is hereby amended by
deleting the word “Value” and inserting in lieu thereof “S&P Value,
Xxxxx’x 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 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 Value” and (2) deleting the second instance of the words
“the Value” and inserting in lieu thereof “such disputed S&P Value,
Xxxxx’x 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
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. Clause (iii) of Paragraph 7 shall not
apply to Party B.
|
|
(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 maintenance and 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.”
|
(ix) Additional
Definitions. As used in this Annex:
“Custodian
Required Rating Threshold” means, with respect to an entity, 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+”.
“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 in accordance with the relevant methodology
customarily used by the Valuation Agent. 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 (1)
after the word “Agreement” the words “(assuming, for this purpose only, that
Part 1(f)(i)(A-E) of the Schedule is deleted)” shall be inserted and (2) at the
end of the definition of Exposure, the words "without assuming that the
terms of such Replacement Transactions are materially less beneficial
for Party
B than the terms of this Agreement" shall be added.
“Local
Business Day” means, for 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
Credit Support Amount” means, for any
Valuation Date:
|
|
(A)
|
if
the Xxxxx’x Threshold for such Valuation Date is zero and (i) it is not
the case that a Xxxxx’x Second Trigger Downgrade Event has occurred and is
continuing or (ii) a Xxxxx’x Second Trigger Downgrade Event has occurred
and is continuing and less than 30 Local Business Days have
elapsed since
such Xxxxx’x Second Trigger Downgrade Event first occurred, an amount
equal to the greater of (x) zero and (y) the sum of the Secured
Party’s
Exposure and the aggregate of Xxxxx’x First Trigger Additional Amounts for
all Transactions and such Valuation
Date;
|
|
|
(B)
|
if
the Xxxxx’x Threshold for such Valuation Date is zero and if a Xxxxx’x
Second Trigger Downgrade Event has occurred and is continuing
and at least
30 Local Business Days have elapsed since such Xxxxx’x Second Trigger
Downgrade Event first occurred, an amount equal to the greatest
of (x) zero, (y) the aggregate amount of the Next Payments
for all Next
Payment Dates, and (z) the sum of the Secured Party’s Exposure and the
aggregate of Xxxxx’x Second Trigger Additional Amounts for all
Transactions and such Valuation Date;
or
|
|
|
(C)
|
if
the Xxxxx’x Threshold for such Valuation Date is infinity,
zero.
|
“Xxxxx’x
First Trigger Additional Amount” means, for any
Valuation Date and any Transaction, the lesser 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 (i) the Xxxxx’x First Trigger Notional Amount
Multiplier, (ii) the Scale Factor, if any, for such Transaction, or,
if no Scale
Factor is applicable for such Transaction, one and (iii) the Notional
Amount for
such Transaction for the Calculation Period for such Transaction (each
as
defined in the related Confirmation) which includes such Valuation
Date.
“Xxxxx’x
First Trigger Downgrade Event” means that no Relevant Entity has
credit ratings from Xxxxx’x at least equal to the Xxxxx’x First Trigger Ratings
Threshold.
“Xxxxx’x
First Trigger DV01 Multiplier” means 15.
“Xxxxx’x
First Trigger Notional Amount Multiplier” means 2%.
“Xxxxx’x
First Trigger Value” means, on any date and with respect to any
Eligible Collateral other than Cash, the bid price obtained by the Valuation
Agent multiplied by the Xxxxx’x First Trigger Valuation Percentage for such
Eligible Collateral set forth in Schedule A.
“Xxxxx’x
Second Trigger Additional Amount” means, for any Valuation Date
and any Transaction,
|
|
(A)
|
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 (1) the
Xxxxx’x Second Trigger Notional Amount Multiplier, (2) the Scale
Factor,
if any, for such Transaction, or, if no Scale Factor is specified
in such
Transaction, one and (3) the Notional Amount for such Transaction
for the
Calculation Period for such Transaction (each as defined in
the related
Confirmation) which includes such Valuation Date;
or
|
|
|
(B)
|
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 Valuation
Date and (ii)
the product of (x) the Xxxxx’x Second Trigger Transaction-Specific Hedge
Notional Amount Multiplier, (y) the Scale Factor, if any, for
such
Transaction, or, if no Scale Factor is applicable for such
Transaction,
one, and (z) the Notional Amount for such Transaction for the
Calculation
Period for such Transaction (each as defined in the related
Confirmation)
which includes such Valuation Date.
|
“Xxxxx’x
Second Trigger DV01 Multiplier” means 50.
“Xxxxx’x
Second Trigger Notional Amount Multiplier” means 8%.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge DV01 Multiplier” means
65.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge Notional Amount
Multiplier” means 10%.
“Xxxxx’x
Valuation Percentage” means, with respect to a Valuation Date and
each item of Eligible Collateral,
|
|
(A)
|
if
the Xxxxx’x Threshold for such Valuation Date is zero and (i) it is not
the case that a Xxxxx’x Second Trigger Downgrade Event has occurred and is
continuing or (ii) a Xxxxx’x Second Trigger Downgrade Event has occurred
and is continuing and less than 30 Local Business Days have
elapsed since
such Xxxxx’x Second Trigger Downgrade Event first occurred, the
corresponding percentage for such Eligible Collateral in the
column headed
“Xxxxx’x First Trigger Valuation Percentage”,
or
|
|
|
(B)
|
if
a Xxxxx’x Second Trigger Downgrade Event has occurred and is continuing
and at least 30 Local Business Days have elapsed since such
Xxxxx’x Second
Trigger Downgrade Event first occurred, the corresponding percentage
for
such Eligible Collateral in the column headed “Xxxxx’x Second Trigger
Valuation Percentage.
|
“Xxxxx’x
Value” means, on any date and with respect to any Eligible
Collateral the product of (x) the bid price obtained by the Valuation
Agent and
(y) the applicable Xxxxx’x Valuation Percentage for such Eligible Collateral set
forth in Schedule A.
“Next
Payment” means, in respect of each Next Payment Date, the greater
of (i) the aggregate amount of any payments due to be made by Party A
under
Section 2(a) on such Next Payment Date less the aggregate amount of any
payments
due to be made by Party B under Section 2(a) on such Next Payment Date
(any such
payments determined based on rates prevailing the date of determination)
and
(ii) zero.
“Next
Payment Date” means each date on which the next scheduled payment
under any Transaction is due to be paid.
“Replacement
Transaction” for the purposes of this
Annex, means, with respect to any Terminated Transaction or group
of Terminated Transactions, a transaction or group of transactions that
would
have the effect of preserving for the Secured Party 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,
without
assuming that the terms of such transaction or group of transactions
are
materially less beneficial for Party B than the terms of the Terminated
Transaction or group of Terminated Transactions.
“S&P
Approved Ratings Downgrade Event” means that no Relevant Entity
has credit ratings from S&P at least equal to the S&P Approved Ratings
Threshold.
“S&P
Credit Support Amount” means, for any Valuation Date:
|
|
(A)
|
if
the S&P Threshold for such Valuation Date is zero and it is not the
case that an S&P Required Ratings Downgrade Event has occurred and
been continuing for at least 10 Local Business Days, an amount
equal to
the greater of (x) zero and (y) the Secured Party’s Exposure on such
Valuation Date;
|
|
|
(B)
|
if
the S&P Threshold for such Valuation Date is zero and it is the case
that an S&P Required Ratings Downgrade Event has occurred and been
continuing for at least 10 Local Business Days, an amount equal
to the
greater of (x) zero and (y) 125% of the Secured Party’s Exposure on such
Valuation Date; or
|
|
|
(C)
|
if
the S&P Threshold for such Valuation Date is infinity,
zero.
|
“S&P
Valuation Percentage” means, with respect to a Valuation Date and
each item of Eligible Collateral,
|
|
(A)
|
if
the S&P Threshold for such Valuation Date is zero and it is not the
case that an S&P Required Ratings Downgrade Event has occurred and
been continuing for at least 10 Local Business Days, the corresponding
percentage for such Eligible Collateral in the column headed
“S&P
Approved Ratings Valuation Percentage;”
or
|
|
|
(B)
|
if
an S&P Required Ratings Downgrade Event has occurred and been
continuing for at least 10 Local Business Days, the corresponding
percentage for such Eligible Collateral in the column headed
“S&P
Required Ratings Valuation
Percentage”.
|
“S&P
Value” means, on any date and with respect to any Eligible
Collateral, (A) in the case of Eligible Collateral other than Cash, the
product
of (x) the bid price obtained by the Valuation Agent for such Eligible
Collateral and (y) the applicable S&P Valuation Percentage for such Eligible
Collateral set forth in Schedule A and (B) in the case of Cash, the amount
thereof multiplied by the applicable S&P Valuation Percentage.
“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 (i) an interest rate swap
in
respect of which (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 (as defined in the related Confirmation) otherwise
is not a
specific dollar amount that is fixed at the inception of the Transaction,
(ii)
an interest rate cap, (iii) an interest rate floor or (iv) an interest
rate
swaption.
“Valuation
Percentage” shall mean, for purposes of determining the S&P
Value or Xxxxx’x Value with respect to any Eligible Collateral or Posted
Collateral, the applicable S&P Valuation Percentage or Xxxxx’x Valuation
Percentage for such Eligible Collateral or Posted Collateral, respectively,
in
each case as set forth in Schedule A.
“Value”
shall mean, in respect of any date, the related S&P Value and the related
Xxxxx’x Value.
[Remainder
of this page intentionally left blank]
IN
WITNESS WHEREOF, the parties have
executed this Annex by their duly authorized representatives as of the
date of
the Agreement.
|
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
|
CITIBANK,
N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL
INTEREST
TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL INTEREST TRUST
WITH RESPECT TO
THE CITIGROUP MORTGAGE LOAN TRUST 2007-AHL3, ASSET-BACKED PASS-THROUGH
CERTIFICATES, SERIES 2007-AHL3
|
|||
|
By:
|
By:
|
|||
|
Name:
|
Name:
|
|||
|
Title:
|
Title:
|
|||
|
Date:
|
Date:
|
|||
SCHEDULE
A
Eligible
Collateral
|
ISDA
Collateral Asset Definition (ICAD) Code
|
Remaining
Maturity in Years
|
S&P
Valuation
Approved Ratings
Percentage
|
S&P
Required Ratings Valuation Percentage
|
Xxxxx’x
First
Trigger Valuation Percentage
|
Xxxxx’x
Second
Trigger
Valuation
Percentage
|
|
(A) US-CASH
|
N/A
|
100%
|
80%
|
100%
|
100%
|
|
(B) US-TBILL
US-TNOTE
US-TBOND
|
|||||
|
1
or less
|
98.9%
|
79.1%
|
100%
|
100%
|
|
|
More
than 1 but not more than 2
|
98%
|
78.4%
|
100%
|
99%
|
|
|
More
than 2 but not more than 3
|
98%
|
78.4%
|
100%
|
98%
|
|
|
More
than 3 but not more than 5
|
98%
|
78.4%
|
100%
|
97%
|
|
|
More
than 5 but not more than 7
|
93.7%
|
75%
|
100%
|
96%
|
|
|
More
than 7 but not more than 10
|
92.6%
|
74.1%
|
100%
|
94%
|
|
|
More
than 10 but not more than 20
|
91.1%
|
72.9%
|
100%
|
90%
|
|
|
More
than 20
|
88.6%
|
70.9%
|
100%
|
88%
|
|
|
(C) US-GNMA
US-FNMA
US-FHLMC
|
|||||
|
1
or less
|
98.5%
|
78.8%
|
100%
|
99%
|
|
|
More
than 1 but not more than 2
|
98%
|
78.4%
|
100%
|
99%
|
|
|
More
than 2 but not more than 3
|
98%
|
78.4%
|
100%
|
98%
|
|
|
More
than 3 but not more than 5
|
98%
|
78.4%
|
100%
|
96%
|
|
|
More
than 5 but not more than 7
|
92.6%
|
74.1%
|
100%
|
93%
|
|
|
More
than 7 but not more than 10
|
92.6%
|
74.1%
|
100%
|
93%
|
|
|
More
than 10 but not more than 20
|
87.7%
|
70.2%
|
100%
|
89%
|
|
|
More
than 20
|
84.4%
|
67.5%
|
100%
|
87%
|
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.
|
|
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
|
|
000
XXXXXXX XXXXXX
|
|
|
XXX
XXXX, XXX XXXX 00000
|
|
|
000-000-0000
|
|
DATE:
|
June
4, 2007
|
|
TO:
|
Citibank,
N.A., New York Branch
|
|
ATTENTION:
|
Xxxx
Xxxxx
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
FROM:
|
Derivatives
Documentation
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
SUBJECT:
|
Fixed
Income Derivatives Confirmation and Agreement
|
|
REFERENCE
NUMBER:
|
FXNSC9585
|
The
purpose of this letter agreement ("Agreement") is to confirm the terms
and
conditions of the Transaction entered into on the Trade Date specified
below
(the "Transaction") between Bear Xxxxxxx Financial Products Inc. ("BSFP")
and
Citibank, N.A., New York Branch ("Counterparty"). This Agreement,
which evidences a complete and binding agreement between you and us
to enter
into the Transaction on the terms set forth below, constitutes a "Confirmation"
as referred to in the "ISDA Form Master Agreement" (as defined below),
as well
as a “Schedule” as referred to in the ISDA Form Master Agreement.
1. This
Agreement is subject to the 2000 ISDA Definitions (the “Definitions”),
as published by the International Swaps and Derivatives Association,
Inc.
(“ISDA”). You and we have agreed to enter into this Agreement in lieu
of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross
Border) form (the "ISDA Form Master Agreement") but, rather, an ISDA
Form Master
Agreement shall be deemed to have been executed by you and us on the
date we
entered into the Transaction. All provisions contained in, or
incorporated by reference to, the ISDA Form Master Agreement shall
govern the
Transaction referenced in this Confirmation, except as expressly modified
below.
In the event of any inconsistency between the provisions of this Agreement
and
the Definitions or the ISDA Form Master Agreement, this Agreement shall
prevail
for purposes of the Transaction.
2.
The
terms of the particular Transaction to which this Confirmation relates
are as
follows:
|
Notional
Amount:
|
With
respect to any Calculation Period, the amount set forth for
such period in
Schedule I attached hereto.
|
|
Trade
Date:
|
May
31, 2007
|
|
Effective
Date:
|
June
29, 2007
|
|
Termination
Date:
|
August
25, 2012, provided, however, for the purposes of determining
the Floating
Amount to be paid in respect of the final Calculation Period,
such date
shall be subject to adjustment in accordance with the Business
Day
Convention.
|
|
Fixed
Amounts:
|
|
|
Fixed
Rate Payer:
|
Counterparty
|
|
Fixed
Rate Payer
|
|
|
Period
End Dates:
|
The
25th
calendar day of each month during the Term of this Transaction,
commencing
July 25, 2007 and ending on the Termination Date, with No
Adjustment.
|
|
Fixed
Rate Payer
|
|
|
Payment
Dates:
|
The
25th
calendar day of each month during the Term of this Transaction,
commencing
July 25, 2007 and ending on the Termination Date, subject
to adjustment in
accordance with the Business Day Convention.
|
|
Fixed
Rate:
|
5.30300%
|
|
Fixed
Amount:
|
To
be determined in accordance with the following formula:
|
|
250
* Fixed Rate * Notional Amount * Fixed Rate Day Count
Fraction.
|
|
|
Fixed
Rate Day
|
|
|
Count
Fraction:
|
30/360
|
|
Floating
Amounts:
|
|
|
Floating
Rate Payer:
|
BSFP
|
|
Floating
Rate Payer
|
|
|
Period
End Dates:
|
The
25th
calendar day of each month during the Term of this Transaction,
commencing
July 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 Business Days preceding each Floating Rate Payer Period
End
Date.
|
|
Floating
Rate for initial
|
|
|
Calculation
Period:
|
To
be determined.
|
|
Floating
Rate Option:
|
USD-LIBOR-BBA
|
|
Floating
Amount:
|
To
be determined in accordance with the following formula:
|
|
250
* Floating Rate Option * Notional Amount * Floating Rate
Day Count
Fraction.
|
|
|
Designated
Maturity:
|
One
month
|
|
Spread:
|
None
|
|
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
|
3.
Additional
Provisions:
Each party hereto is hereby advised and acknowledges 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 Confirmation relating to
such
Transaction, as applicable. This paragraph shall be deemed repeated
on the trade
date of each Transaction.
|
4.
|
Provisions
Deemed Incorporated in a Schedule to the ISDA Form Master
Agreement:
|
|
1)
|
The
parties agree that subparagraph (ii) of Section 2(c) of the
ISDA Form
Master Agreement will apply to any
Transaction.
|
2) Termination
Provisions. For purposes of the ISDA Form Master Agreement:
(a) "Specified
Entity" is not applicable to BSFP or Counterparty for any purpose.
(b) "Specified
Transaction" is not applicable to BSFP or Counterparty for any purpose,
and,
accordingly, Section 5(a)(v) shall not apply to BSFP or
Counterparty.
(c) The
"Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP
or
to Counterparty.
(d) The
"Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
apply to BSFP
or Counterparty.
(e) The
"Automatic Early Termination" provision of Section 6(a) will not apply
to BSFP
or to Counterparty.
(f) Payments
on Early Termination. For the purpose of Section 6(e) of the ISDA
Form Master Agreement:
(i) Market
Quotation will apply.
(ii) The
Second Method will apply.
(g) "Termination
Currency" means United States Dollars.
3)
Tax
Representations. Not applicable
4)
[Reserved]
5)
Documents to be Delivered. For the purpose of Section 4(a) of the ISDA
Form Master Agreement:
(1) Tax
forms, documents, or certificates to be delivered are:
|
Party
required to deliver document
|
