CITIGROUP MORTGAGE LOAN TRUST INC.
Depositor
XXXXXX
LOAN SERVICING LP
Servicer
CITIBANK,
N.A.
Trust
Administrator
and
U.S.
BANK
NATIONAL ASSOCIATION
Trustee
_________________________________________
Dated
as
of April 1, 2007
_________________________________________
Asset-Backed
Pass-Through Certificates
Series
2007-AMC3
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 the Interest Rate Cap 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.
|
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 Realized Losses.
|
|
|
SECTION
4.05
|
Compliance
with Withholding Requirements.
|
|
|
SECTION
4.06
|
Net
WAC Rate Carryover Reserve Account.
|
|
|
SECTION
4.07
|
Commission
Reporting.
|
|
|
SECTION
4.08
|
Cap
Account.
|
|
|
SECTION
4.09
|
Interest
Rate Cap Collateral Account.
|
|
|
SECTION
4.10
|
Rights
and Obligations Under the Interest Rate Cap Agreement.
|
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.
|
ARTICLE
VII
DEFAULT
|
SECTION
7.01
|
Servicer
Events of Default.
|
|
|
SECTION
7.02
|
Trust
Administrator or Trustee to Act; Appointment of Successor
Servicer.
|
|
|
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.
|
|
|
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-2A Certificate
|
|
Exhibit
A-3
|
Form
of Class A-2B Certificate
|
|
Exhibit
A-4
|
Form
of Class A-2C Certificate
|
|
Exhibit
A-5
|
Form
of Class A-2D Certificate
|
|
Exhibit
A-6
|
Form
of Class M-1 Certificate
|
|
Exhibit
A-7
|
Form
of Class M-2 Certificate
|
|
Exhibit
A-8
|
Form
of Class M-3 Certificate
|
|
Exhibit
A-9
|
Form
of Class M-4 Certificate
|
|
Exhibit
A-10
|
Form
of Class M-5 Certificate
|
|
Exhibit
A-11
|
Form
of Class M-6 Certificate
|
|
Exhibit
A-12
|
Form
of Class M-7 Certificate
|
|
Exhibit
A-13
|
Form
of Class M-8 Certificate
|
|
Exhibit
A-14
|
Form
of Class M-9 Certificate
|
|
Exhibit
A-15
|
Form
of Class M-10 Certificate
|
|
Exhibit
A-16
|
Form
of Class CE-1 Certificate
|
|
Exhibit
A-17
|
Form
of Class CE-2 Certificate
|
|
Exhibit
A-18
|
Form
of Class P Certificate
|
|
Exhibit
A-19
|
Form
of Class R Certificate
|
|
Exhibit
A-20
|
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 Cap Agreement
|
|
Exhibit
J
|
Form
of Cap Administration Agreement
|
|
Exhibit
K
|
Form
of Power of Attorney
|
|
Schedule
1
|
Mortgage
Loan Schedule
|
|
Schedule
2
|
Prepayment
Charge Schedule
|
This
Pooling and Servicing Agreement, is dated and effective as of April 1, 2007,
among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, XXXXXX LOAN 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 Cap Account, the Cap Administration Agreement
and
the Interest Rate Cap Agreement) 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-LTAA
|
(2)
|
$
|
509,737,834.80
|
March
2037
|
|||
|
I-LTA1
|
(2)
|
$
|
2,070,085.00
|
March
2037
|
|||
|
I-LTA2A
|
(2)
|
$
|
1,117,660.00
|
Xxxxx
0000
|
|||
|
X-XXX0X
|
(2)
|
$
|
328,415.00
|
March
2037
|
|||
|
I-LTA2C
|
(2)
|
$
|
416,555.00
|
March
0000
|
|||
|
X-XXX0X
|
(2)
|
$
|
290,825.00
|
March
2037
|
|||
|
I-LTM1
|
(2)
|
$
|
163,845.00
|
March
2037
|
|||
|
I-LTM2
|
(2)
|
$
|
145,640.00
|
March
2037
|
|||
|
I-LTM3
|
(2)
|
$
|
88,420.00
|
March
2037
|
|||
|
I-LTM4
|
(2)
|
$
|
75,420.00
|
March
2037
|
|||
|
I-LTM5
|
(2)
|
$
|
72,820.00
|
March
2037
|
|||
|
I-LTM6
|
(2)
|
$
|
70,220.00
|
March
2037
|
|||
|
I-LTM7
|
(2)
|
$
|
62,415.00
|
March
2037
|
|||
|
I-LTM8
|
(2)
|
$
|
44,215.00
|
March
2037
|
|||
|
I-LTM9
|
(2)
|
$
|
52,015.00
|
March
2037
|
|||
|
I-LTM10
|
(2)
|
$
|
52,015.00
|
March
2037
|
|||
|
I-LTZZ
|
(2)
|
$
|
5,352,247.96
|
March
0000
|
|||
|
X-XXX
|
(2)
|
$
|
100.00
|
March
2037
|
|||
|
I-LT1SUB
|
(2)
|
$
|
509,737,834.80
|
March
2037
|
|||
|
I-LT1GRP
|
(2)
|
$
|
2,070,085.00
|
March
2037
|
|||
|
I-LT2SUB
|
(2)
|
$
|
1,117,660.00
|
March
2037
|
|||
|
I-LT2GRP
|
(2)
|
$
|
328,415.00
|
March
2037
|
|||
|
I-LTXX
|
(2)
|
$
|
416,555.00
|
March
0000
|
|||
|
X-XXXX-0
|
(2)
|
(3)
|
March
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 I Remittance Rate”
herein.
(3) REMIC
I
Regular Interest I-LTCE-2 will not have an Uncertificated Balance, but will
accrue interest in accordance with the definition of “Notional Amount”
herein.
REMIC
II
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC I Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC II.” The Class R-II Interest will evidence the sole class of “residual
interests” in REMIC II for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, the
Pass-Through Rate, the initial aggregate Certificate Principal Balance and,
for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for the indicated Classes of Certificates and
the Class CE-1 Interest, the Class CE-2 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)
|
$
|
414,017,000.00
|
March
2037
|
|||
|
Class
A-2A
|
Variable(2)
|
$
|
223,532,000.00
|
March
2037
|
|||
|
Class
A-2B
|
Variable(2)
|
$
|
65,683,000.00
|
March
2037
|
|||
|
Class
A-2C
|
Variable(2)
|
$
|
83,311,000.00
|
March
2037
|
|||
|
Class
A-2D
|
Variable(2)
|
$
|
58,165,000.00
|
March
2037
|
|||
|
Class
M-1
|
Variable(2)
|
$
|
32,769,000.00
|
March
2037
|
|||
|
Class
M-2
|
Variable(2)
|
$
|
29,128,000.00
|
March
2037
|
|||
|
Class
M-3
|
Variable(2)
|
$
|
17,684,000.00
|
March
2037
|
|||
|
Class
M-4
|
Variable(2)
|
$
|
15,084,000.00
|
March
2037
|
|||
|
Class
M-5
|
Variable(2)
|
$
|
14,564,000.00
|
March
2037
|
|||
|
Class
M-6
|
Variable(2)
|
$
|
14,044,000.00
|
March
2037
|
|||
|
Class
M-7
|
Variable(2)
|
$
|
12,483,000.00
|
March
2037
|
|||
|
Class
M-8
|
Variable(2)
|
$
|
8,843,000.00
|
March
2037
|
|||
|
Class
M-9
|
Variable(2)
|
$
|
10,403,000.00
|
March
2037
|
|||
|
Class
M-10
|
Variable(2)
|
$
|
10,403,000.00
|
March
2037
|
|||
|
Class
CE-1 Interest
|
Variable(3)
|
$
|
30,168,395.50
|
March
2037
|
|||
|
Class
CE-2 Interest
|
(4)
|
(5)
|
March
2037
|
||||
|
Class
P Interest
|
N/A(6)
|
$
|
100.00
|
March
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 which
shall equal the aggregate Uncertificated Balance of the REMIC I Regular
Interests (other than REMIC I Regular Interest I-LTP). The Class CE Interest
will not accrue interest on their Certificate Principal Balance.
(4) The
Class
CE-2 Interest will not have a variable Pass-Through Rate, but will be entitled
to 100% of the amounts distributed on REMIC I Regular Interest
I-LTCE2.
(5) For
federal income tax purposes, the Class CE-2 Interest will not have an
Uncertificated Balance, but will have a Notional Amount equal to the Notional
Amount of REMIC I Regular Interest I-LTCE-2.
(6) The
Class
P Interest will not accrue interest.
REMIC
III
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Class CE-1 Interest as a REMIC for federal income
tax purposes, and such pool of assets will be designated as “REMIC III.” The
Class R-III Interest will evidence the sole class of “residual interests” in
REMIC III for purposes of the REMIC Provisions under federal income tax law.
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the initial aggregate Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the indicated Class of Certificates.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||||
|
Class
CE-1 Certificates
|
Variable(2)
|
|
$
|
30,168,395.50
|
March
2037
|
|||||
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) The
Class
CE-1 Certificates will receive 100% of amounts received in respect of the Class
CE-1 Interest.
REMIC
IV
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Class CE-2 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-2 Certificates
|
Variable(2)
|
|
(3)
|
|
March
2037
|
|||||
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) The
Class
CE-2 Certificates will receive 100% of amounts received in respect of the Class
CE-2 Interest.
(3) The
Class
CE-2 Certificates are an interest only class and for each Distribution Date
the
Class CE-2 Certificates will be entitled to receive 100% of the amounts
distributed on the Class CE-2 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
|
March
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.
As
of the
Cut-off Date, the Group I Mortgage Loans had an aggregate Stated Principal
Balance equal to $509,873,682.78 and the Group II Mortgage Loans had an
aggregate Stated Principal Balance equal to $530,407,712.72.
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.
“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, after deduction of the Servicing Fee for such Distribution
Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments,
proceeds from repurchases of and substitutions for Mortgage Loans, Subsequent
Recoveries and other unscheduled payments of principal and interest in respect
of the Mortgage Loans or REO Properties received by the Servicer during the
related Prepayment Period (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
reimbursable to the Servicer, the Trustee, the Trust Administrator or the
Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in
respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the
items set forth in clauses (i)(a) through (i)(d) above deposited in the
Collection Account or the Distribution Account in respect of the items set
forth
in clauses (i)(a) through (i)(d) above in error 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.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy
Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its
nominee. Initially, the Book-Entry Certificates will be the Class A Certificates
and the Mezzanine Certificates.
“Book-Entry
Custodian”: The custodian appointed pursuant to Section 5.01.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of New York, the State of Texas,
the
State of 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.
“Cap
Account”: The account or accounts created and maintained pursuant to Section
4.08. The Cap Account must be an Eligible Account.
“Cap
Administration Agreement”: The cap administration agreement, dated the Closing
Date, among the Cap Trustee, the Cap Administrator, the Trust Administrator
and
Citigroup Global Markets Realty Corp., as majority holder of the Class CE-1
Certificates.
“Cap
Administrator”: Citibank, N.A.
“Cap
Trust”: A separate trust, the sole asset of which is the Interest Rate Cap
Agreement.
“Cap
Trustee”: Citibank, N.A.
“Cash-out
Refinancing”: A Refinanced Mortgage Loan the proceeds of which were in excess of
the principal balance of any existing first mortgage on the related Mortgaged
Property and related closing costs, and were used to pay any such existing
first
mortgage, related closing costs and subordinate mortgages on the related
Mortgaged Property.
“Certificate”:
Any one of the Citigroup Mortgage Loan Trust 2007-AMC3, Asset-Backed
Pass-Through Certificates, Series 2007-AMC3, 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-1 Certificates or Class CE-2 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-1 Certificates or Class CE-2 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-1 Certificates or Class CE-2
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 I-LTZZ Uncertificated Interest Deferral Amount,
the
specified REMIC I Regular Interest as follows:
|
Class
|
REMIC
I Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
X-0
|
X-XXX0
|
0.260%
|
0.520%
|
|
A-2A
|
I-LTA2A
|
0.110%
|
0.220%
|
|
X-0X
|
X-XXX0X
|
0.180%
|
0.360%
|
|
A-2C
|
I-LTA2C
|
0.250%
|
0.500%
|
|
X-0X
|
X-XXX0X
|
0.350%
|
0.700%
|
|
M-1
|
I-LTM1
|
0.450%
|
0.675%
|
|
M-2
|
I-LTM1
|
0.480%
|
0.720%
|
|
M-3
|
I-LTM3
|
0.650%
|
0.975%
|
|
M-4
|
I-LTM4
|
1.130%
|
1.695%
|
|
M-5
|
I-LTM5
|
1.400%
|
2.100%
|
|
M-6
|
I-LTM6
|
2.000%
|
3.000%
|
|
M-7
|
I-LTM7
|
1.550%
|
2.325%
|
|
M-8
|
I-LTM8
|
2.250%
|
3.375%
|
|
M-9
|
I-LTM9
|
2.500%
|
3.750%
|
|
M-10
|
I-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-1 Certificates as of any date of
determination, an amount equal to the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Uncertificated
Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate
Principal Balance of the Class A Certificates, the Mezzanine Certificates and
the Class P Certificates then outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained pursuant to
Section 5.02. 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
Certificates”: Collectively, the Class A-1 Certificates, the Class A-2A
Certificates, the Class A-2B Certificates, the Class A-2C Certificates and
the
Class A-2D Certificates.
“Class
A-1 Certificates”: Any one of the Class A-1 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
A-2A Certificates”: Any one of the Class A-2A Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC
II
for purposes of the REMIC Provisions.
“Class
A-2B Certificates”: Any one of the Class A-2B Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC
II
for purposes of the REMIC Provisions.
“Class
A-2C Certificates”: Any one of the Class A-2C Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC
II
for purposes of the REMIC Provisions.
“Class
A-2D Certificates”: Any one of the Class A-2D Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC
II
for purposes of the REMIC Provisions.
“Class
CE-1 Certificate”: Any one of the Class CE-1 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-16 and evidencing a Regular Interest in REMIC
III for purposes of the REMIC Provisions.
“Class
CE-1 Interest”: An uncertificated interest in the Trust Fund held by the Trust
Administrator on behalf of the Holders of the Class CE-1 Certificates,
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class
CE-2 Certificate”: Any one of the Class CE-2 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
III for purposes of the REMIC Provisions.
“Class
CE-2 Interest”: An uncertificated interest in the Trust Fund held by the Trust
Administrator on behalf of the Holders of the Class CE-2 Certificates,
evidencing a Regular Interest in REMIC II for purposes of the REMIC
Provisions.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-6 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
M-1 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the 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) approximately 68.70% 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
M-2 Certificate”: Any one of the Class M-2 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-7 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
M-2 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the 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) approximately 74.30% 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-3 Certificate”: Any one of the Class M-3 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-8 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
M-3 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the 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) approximately 77.70% 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
M-4 Certificate”: Any one of the Class M-4 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-9 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
M-4 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the 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) approximately 80.60% 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 a Regular Interest in REMIC II for
purposes of the REMIC Provisions.
“Class
M-5 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date) and (vi) the Certificate Principal Balance of the Class
M-5
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 83.40% 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-6 Certificate”: Any one of the Class M-6 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-11 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.
“Class
M-6 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distributions of the Senior Principal Distribution Amount
on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date) and (vii) the Certificate Principal Balance of the Class
M-6
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 86.10% 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 a Regular Interest in REMIC II for
purposes of the REMIC Provisions.
“Class
M-7 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date) and (viii) the Certificate Principal Balance of the Class
M-7
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 88.50% 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-8 Certificate”: Any one of the Class M-8 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-13 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.
“Class
M-8 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on
such
Distribution Date) and (viii) the Certificate Principal Balance of the Class
M-8
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 90.20% 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-9 Certificate”: Any one of the Class M-9 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-14 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.
“Class
M-9 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on
such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on
such
Distribution Date) and (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 92.20% 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-10 Certificate”: Any one of the Class M-10 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-15 and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.
“Class
M-10 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on
such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on
such
Distribution Date), (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-9 Principal Distribution Amount on
such
Distribution Date) and (xi) the Certificate Principal Balance of the Class
M-10
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 94.20% 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
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-18 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 II for purposes of the REMIC Provisions.
“Class
R
Certificate”: Any one of the Class R Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-19 and evidencing the ownership of the Class R-I Interest and
the
Class R-II Interest.
“Class
R-X Certificate”: Any one of the Class R-X Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-20 and evidencing the ownership of the Class R-III Interest,
the Class R-IV Interest and the Class R-V 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.
“Closing
Date”: April 30, 2007.
“Code”:
The Internal Revenue Code of 1986, as amended, and the regulations
thereto.
“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 entitled “Xxxxxx Loan 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-AMC3, Asset-Backed Pass-Through Certificates, Series
2007-AMC3, 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 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)
one-half of the aggregate Servicing Fee received in the related Due
Period.
“Corresponding
Certificate”: With respect to each REMIC I Regular Interest, the Class of
Regular Certificates listed below:
|
REMIC
I Regular Interest
|
Class
|
|
I-LTA1
|
Class
A-1
|
|
I-LTA2A
|
Class
A-2A
|
|
I-LTA2B
|
Class
X-0X
|
|
X-XXX0X
|
Xxxxx
X-0X
|
|
X-XXX0X
|
Class
A-2D
|
|
I-LTM1
|
Class
M-1
|
|
I-LTM2
|
Class
M-2
|
|
I-LTM3
|
Class
M-3
|
|
I-LTM4
|
Class
M-4
|
|
I-LTM5
|
Class
M-5
|
|
I-LTM6
|
Class
M-6
|
|
I-LTM7
|
Class
M-7
|
|
I-LTM8
|
Class
M-8
|
|
I-LTM9
|
Class
M-9
|
|
I-LTM10
|
Class
M-10
|
|
I-LTP
|
Class
P
|
|
I-LTCE-2
|
Class
CE-2
|
“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-AMC3, 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.
“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, April 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 Exchange
Act.
“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 Xxxxx’x and A-1 by S&P) by the Rating
Agencies (or a comparable rating if S&P and Xxxxx’x are not the Rating
Agencies).
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With
respect to each Distribution Date, the 15th
day of
the calendar month in which such Distribution Date occurs or, if such
15th
day is
not a Business Day, the Business Day immediately succeeding such 15th
day.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by REMIC I, other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer on behalf
of
the Trustee) shall not be considered to Directly Operate an REO Property solely
because the Trustee (or the Servicer on behalf of the Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance, or makes decisions as to repairs or capital expenditures with
respect to such REO Property.
“Disqualified
Organization”: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for 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-AMC3,
Asset-Backed Pass-Through Certificates, Series 2007-AMC3.” 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 May
2007.
“DOL”:
The United States Department of Labor or any successor in interest.
“DOL
Regulations”: The regulations promulgated by the DOL at 29
C.F.R.ss.2510.3-101.
“Due
Date”: With respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is the day of the month
on
which the Monthly Payment is due on a Mortgage Loan, exclusive of any days
of
grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the calendar month preceding the calendar month in which such
Distribution Date occurs and ending on the related Due Date.
“Eligible
Account”: Any of (i) an account or accounts maintained with a Depository
Institution, (ii) an account or accounts the deposits in which are fully insured
by the FDIC, (iii) a trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or
trust
company acting in its fiduciary capacity or (iv) an account otherwise acceptable
to each Rating Agency without reduction or withdrawal of their then current
ratings of the Certificates as evidenced by a letter from each Rating Agency
to
the Trustee and Trust Administrator. Eligible Accounts may bear
interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Estate
in Real Property”: A fee simple estate in a parcel of land.
“Excess
Overcollateralized Amount”: With respect to the Class A Certificates and the
Mezzanine Certificates and any Distribution Date, the excess, if any, of (i)
the
Overcollateralized Amount for such Distribution Date (calculated for this
purpose only after assuming that 100% of the Principal Remittance Amount on
such
Distribution Date has been distributed) over (ii) the Overcollateralization
Target Amount for such Distribution Date.
“Excess
Servicing Fee”: So long as Xxxxxx Loan Servicing LP is the Servicer and with
respect to each Mortgage Loan, 0.35% per annum on the Stated Principal Balance
of each Mortgage Loan. At any time Xxxxxx Loan Servicing LP is not the Servicer
and with respect to each Mortgage Loan, 0.00% per annum on the Stated Principal
Balance of each Mortgage Loan.
“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
Servicing 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 Servicing
Fee
Rate.
“Extraordinary
Trust Fund Expenses”: Any amounts reimbursable to the Servicer or the Depositor
pursuant to Section 6.03, any amounts payable from the Distribution Account
in
respect of taxes pursuant to Section 10.01(g)(iii), any amounts reimbursable
to
the Trustee, the Trust Administrator or 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, formally 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.
“Floating
Rate Certificates”: The Class A Certificates and the Mezzanine
Certificates.
“Formula
Rate”: With
respect to any Distribution Date and each Class of Floating Rate Certificates,
the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii)
the related Maximum Cap Rate.
“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).
“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, 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 P&I Advance was made by the Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date and (iv) the Group
I
Allocation Percentage of any Overcollateralization Increase Amount for such
Distribution Date minus (v) the Group I Allocation Percentage of any
Overcollateralization Reduction Amount for such Distribution Date. In no event
will the Principal Distribution Amount with respect to any Distribution Date
be
(x) less than zero or (y) greater than the then outstanding aggregate
Certificate Principal Balance of the Floating Rate Certificates.
“Group
I
Principal Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount equal to the sum of the amounts set forth in
(i)
through (iii) of the definition of Group I Principal Distribution
Amount.
“Group
I
Senior Principal Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the aggregate Certificate Principal Balance of the Group
I
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 62.40% 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-2A, Class A-2B, Class A-2C and Class A-2D
Certificates.
“Group
II
Interest Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount for the related Distribution Date that represents
interest received or advanced on the Group II Mortgage Loans and Compensating
Interest Payments on the Group II Mortgage Loans (net of Servicing
Fees).
“Group
II
Mortgage Loan”: A Mortgage Loan assigned to Loan Group II. All Group II Mortgage
Loans have a principal balance at origination that may or may not conform to
Xxxxxxx Mac loan limits.
“Group
II
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the principal portion of each Monthly Payment due on the Group II
Mortgage Loans during the related Due Period, whether or not received on or
prior to the related Determination Date; (ii) the Stated Principal Balance
of
any Group II Mortgage Loan that was purchased during the related Prepayment
Period pursuant to or as contemplated by Section 2.03 or Section 9.01 and the
amount of any shortfall deposited in the Collection Account in connection with
the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during
the
related Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
Amortization) received on the Group II Mortgage Loans during the related
Prepayment Period, net of any portion thereof that represents a recovery of
principal for which an P&I Advance was made by the Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date and (iv) the Group
II
Allocation Percentage of any Overcollateralization Increase Amount for such
Distribution Date minus (v) the Group II Allocation Percentage of any
Overcollateralization Reduction Amount for such Distribution Date. In no event
will the Principal Distribution Amount with respect to any Distribution Date
be
(x) less than zero or (y) greater than the then outstanding aggregate
Certificate Principal Balance of the Floating Rate Certificates.
“Group
II
Principal Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount equal to the sum of the amounts set forth in
(i)
through (iii) of the definition of Group II Principal Distribution
Amount.
“Group
II
Senior Principal Distribution Amount”: With respect to any Distribution Date,
the excess of (x) the aggregate Certificate Principal Balance of the Group
II
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) approximately 62.40% 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.
“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 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.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class CE-1
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-1 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 and the Mezzanine Certificates, the sum of (i) the amount, if
any,
by which (a) the Interest Distribution Amount for such Class of Certificates
as
of the immediately preceding Distribution Date exceeded (b) the actual amount
distributed on such Class of Certificates in respect of interest on such
immediately preceding Distribution Date, (ii) the amount of any Interest Carry
Forward Amount for such Class of Certificates remaining unpaid from the previous
Distribution Date and (iii) accrued interest on the sum of (i) and (ii) above
calculated at the related Pass-Through Rate for the most recently ended Interest
Accrual Period.
“Interest
Determination Date”: With respect to the Floating Rate Certificates and for
purposes of the definition of Marker Rate and Maximum I-LTZZ Uncertificated
Interest Deferral Amount, REMIC I Regular Interest I-LTA1, REMIC I Regular
Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest
I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2,
REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9 and
REMIC I Regular Interest I-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-1 Certificates and the Class CE-2 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-1 Certificates and the
Class
CE-2 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-1 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-1 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 Cap Agreement”: The interest rate cap agreement, dated the Closing Date
between the Cap Trustee and the Interest Rate Cap Provider, including any
schedule, confirmations, credit support annex or other credit support document
relating thereto, and attached hereto as Exhibit I.
“Interest
Rate Cap Credit Support Annex”: The credit support annex, dated the Closing
Date, between the Cap Trustee and the Interest Rate Cap Provider, which is
annexed to and forms part of the Interest Rate Cap Agreement.
“Interest
Rate Cap Provider”: The interest rate cap provider under the Interest Rate Cap
Agreement. Initially, the Interest Rate Cap Provider shall be Bear Xxxxxxx
Financial Products Inc.
“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.
“Xxxxxx
Servicing Fee”: So long as Xxxxxx Loan Servicing LP is the Servicer and with
respect to each Mortgage Loan, 0.15% per annum on the Stated Principal Balance
of each Mortgage Loan.
“Loan-to-Value
Ratio”: As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the related
Mortgage Loan at such date and the denominator of which is the Value of the
related Mortgaged Property.
“Loan
Group”: Loan Group I or Loan Group II, as the context requires.
“Loan
Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group I.
“Loan
Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group II.
“London
Business Day”: Any day on which banks in the City of London and New York are
open and conducting transactions in United States dollars.
“Marker
Rate”: With respect to the Class CE Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the REMIC I Remittance
Rate for REMIC
I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC
I
Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular
Interest I-LTM10 and REMIC I Regular Interest I-LTZZ, with the rate on each
such
REMIC I Regular Interest (other than REMIC I Regular Interest I-LTZZ) subject
to
a cap equal to the lesser of (i) One-Month LIBOR plus the related Certificate
Margin for the related Corresponding Certificate and (ii) the related Net WAC
Pass-Through Rate for the related Corresponding Certificate for the purpose
of
this calculation for such Distribution Date and with the rate on REMIC I Regular
Interest I-LTZZ subject to a cap of zero for the purpose of this calculation;
provided, however, each such cap shall be multiplied by a fraction, the
numerator of which is the actual number of days elapsed in the related Interest
Accrual Period and the denominator of which is 30.
“Maximum
Cap Rate”: For any Distribution Date with respect to the Group I Certificates, a
per annum rate equal to the product of (1) a per annum rate equal to the sum
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) and (b)
a
per annum rate equal to the product of (i) the payment made by the Interest
Rate
Cap Provider divided by the aggregate Stated Principal Balance of the 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) and (ii) 12 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) a per annum rate equal to the sum 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) and (b) a per annum
rate equal to the product of (i) the payment made by the Interest Rate Cap
Provider divided by the aggregate Stated Principal Balance of the 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) and (ii) 12 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 the Maximum Cap Rate for the Group I
Certificates and the Maximum Cap Rate for the Group II
Certificates.
“Maximum
I-LTZZ Uncertificated Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) accrued interest at the REMIC I Remittance
Rate applicable to REMIC I Regular Interest I-LTZZ for such Distribution Date
on
a balance equal to the Uncertificated Balance of REMIC I Regular Interest I-LTZZ
minus the REMIC I Overcollateralized Amount, in each case for such Distribution
Date, over (ii) Uncertificated Interest on REMIC I Regular Interest I-LTA1,
REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I
Regular Interest I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC
I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
Interest I-LTM9 and REMIC I Regular Interest I-LTM10 for such Distribution
Date,
with the rate on each such REMIC I Regular Interest subject to a cap equal
to
the lesser of (i) One-Month LIBOR plus the related Certificate Margin for the
related Corresponding Certificate and (ii) the related Net WAC Pass-Through
Rate
for the related Corresponding Certificate; provided, however, each cap shall
be
multiplied by a fraction, the numerator of which is the actual number of days
elapsed in the related Interest Accrual Period and the denominator of which
is
30.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS
System”: The system of recording transfers of Mortgages electronically
maintained by MERS.
“Mezzanine
Certificates”: Collectively,
the
Class M-1 Certificates,
the
Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates,
the 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
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 I
on such date, separately identifying the Group I Mortgage Loans and the Group
II
Mortgage Loans, attached hereto as Schedule 1. The Mortgage Loan Schedule shall
set forth the following information with respect to each Mortgage
Loan:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating whether the Mortgaged Property is owner-occupied;
(iii) the
type
of Residential Dwelling constituting the Mortgaged Property;
(iv) the
original months to maturity;
(v) the
original date of the mortgage;
(vi) the
Loan-to-Value Ratio at origination;
(vii) the
Mortgage Rate in effect immediately following the Cut-off Date;
(viii) the
date
on which the first Monthly Payment was due on the Mortgage Loan;
(ix) the
stated maturity date;
(x) the
amount of the Monthly Payment at origination;
(xi) the
amount of the Monthly Payment as of the Cut-off Date;
(xii) the
last
Due Date on which a Monthly Payment was actually applied to the unpaid Stated
Principal Balance;
(xiii) the
original principal amount of the Mortgage Loan;
(xiv) the
Scheduled Principal Balance of the Mortgage Loan as of the close of business
on
the Cut-off Date;
(xv) a
code
indicating the purpose of the Mortgage Loan (i.e., purchase financing, Rate/Term
Refinancing, Cash-Out Refinancing);
(xvi) a
code
indicating the documentation style (i.e., full, alternative or
reduced);
(xvii) the
Value
of the Mortgaged Property;
(xviii) the
sale
price of the Mortgaged Property, if applicable;
(xix) the
actual unpaid principal balance of the Mortgage Loan as of the Cut-off
Date;
(xx) the
Servicing Fee Rate;
(xxi) the
term
of the Prepayment Charge , if any;
(xxii) the
percentage of the principal balance covered by lender paid mortgage insurance,
if any; and
(xxiii) with
respect to each Adjustable-Rate Mortgage Loan, the Adjustment Dates, the Gross
Margin, the Maximum Mortgage Rate, the Minimum Mortgage Rate, the Periodic
Rate
Cap, the maximum first Adjustment Date Mortgage Rate adjustment, the first
Adjustment Date immediately following the origination date and the rounding
code
(i.e., nearest 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
WAC
Pass-Through Rate”: For any Distribution Date with respect to the Group I
Certificates, a per annum rate equal to the product of (x) the weighted average
of the Expense Adjusted 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) and (y) a fraction, the numerator of which
is 30 and the denominator of which is the actual number of days elapsed in
the
related Interest Accrual Period. For federal income tax purposes, the economic
equivalent of such rate shall be expressed as a per annum rate equal to the
product of (x) the weighted average of the REMIC I Remittance Rate on REMIC
I
Regular Interest I-LT1GRP, weighted on the basis of the Uncertificated Balance
of such REMIC I Regular Interest 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 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) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period. For federal income tax purposes, the economic equivalent of such rate
shall be expressed as a per annum rate equal to the product of (x) the weighted
average of the REMIC I Remittance Rate on REMIC I Regular Interest I-LT2GRP,
weighted on the basis of the Uncertificated Balance of such REMIC I Regular
Interest 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 weighted average of the Net WAC
Pass-Through Rate for the Group I Certificates and (ii) the weighted average
of
the Net WAC Pass-Through Rate for the Group II Certificates. For federal income
tax purposes, the economic equivalent of such rate shall be expressed as a
per
annum rate equal to the product of (x) the weighted average of the REMIC I
Remittance Rates on (a) REMIC I Regular Interest I-LT1SUB, subject to a cap
and
a floor equal to the REMIC I Remittance Rate on REMIC I Regular Interest
I-LT1GRP and (b) REMIC I Regular Interest I-LT2SUB, subject to a cap and a
floor
equal to the REMIC I Remittance Rate on REMIC I Regular Interest I-LT2GRP,
weighted on the basis of the Uncertificated Balance of each such REMIC I 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-1 Interest and any Distribution Date, the aggregate
Uncertificated Balance of the REMIC I Regular Interests (other than REMIC I
Regular Interest I-LTP) for such Distribution Date. With respect to the Class
CE-2 Certificates and any Distribution Date, the Notional Amount of the Class
CE-2 Interest for such Distribution Date. With respect to the Class CE-2
Interest and any Distribution Date, the Notional Amount of the REMIC I Regular
Interest I-LTCE-2. With respect to REMIC I Regular Interest I-LTCE-2 and any
Distribution Date, the sum of the aggregate Stated Principal Balances of the
Mortgage Loans 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 I-LTZZ Uncertificated
Interest Deferral Amount, REMIC
I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC
I
Regular Interest I-LTM9 and REMIC I Regular Interest I-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 the Trust Fund as of the Closing
Date.
“Originator”:
Each of Argent Mortgage Company, L.L.C. and Ameriquest Mortgage
Company.
“OTS
Method”: As defined in Section 4.02 hereof.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the excess, if any,
of (a) the Overcollateralization Target Amount applicable to such Distribution
Date over (b) the Overcollateralized Amount applicable to such Distribution
Date
(calculated for this purpose only after assuming that 100% of the Principal
Remittance Amount on such Distribution Date has been distributed).
“Overcollateralization
Increase Amount”: With respect to any Distribution Date, the lesser of (a) the
sum of (i) the Net Monthly Excess Cashflow for such Distribution Date and (ii)
any amounts received under the Interest Rate Cap Agreement 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 2.90% 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)
5.80% 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-1 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 I Regular Interest I-LTP and (ii)
interest on the Uncertificated Principal Balance of each REMIC I Regular
Interest listed in clause (y) below at a rate equal to the related REMIC I
Remittance Rate minus the Marker Rate and the denominator of which is (y) the
aggregate Uncertificated Balance of REMIC I Regular Interest I-LTAA, REMIC
I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10 and
REMIC I Regular Interest I-LTZZ.
With
respect to the Class CE-1 Certificates, 100% of the interest distributable
to
the Class CE-1 Interest, expressed as a per annum rate. With respect to the
Class CE-2 Certificates and any Distribution Date, an amount equal to 100%
of
the amounts distributed on the Class CE-2 Interest.
“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-1 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, “Aaa” by Moody’s and “AAA” by DBRS; 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 in full 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 any Distribution Date, the period commencing on the
16th
day of
the month preceding the month in which such Distribution Date occurs (or in
the
case of the first Distribution Date, commencing on April 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 and (ii) the Group II Principal Remittance
Amount.
“Private
Certificates”: Any of the Class A-1, Class M-7, Class M-8, Class M-9, Class
M-10, Class CE-1, Class CE-2, Class P or Residual Certificates.
“Prospectus
Supplement”: The Prospectus Supplement, dated April 2, 2007, relating to the
public offering of the Group II Certificates and the Mezzanine Certificates
(other than the Class M-7, Class M-8, Class M-9 and Class M-10
Certificates).
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased
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
Insurer”: Any insurer which meets the requirements of Xxxxxx Xxx and Xxxxxxx
Mac.
“Qualified
Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
Loan pursuant to the terms of this Agreement which must, on the date of such
substitution, (i) have an outstanding principal balance, after application
of
all scheduled payments of principal and interest due during or prior to the
month of substitution, not in excess of the Scheduled Principal Balance of
the
Deleted Mortgage Loan as of the Due Date in the calendar month during which
the
substitution occurs, (ii) have a Mortgage Rate not less than (and not more
than
one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
Loan, (iii) [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 (iv) shall be determined on the basis of weighted
average remaining terms to maturity, the Loan-to-Value Ratios described in
clause (vi) 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 (vii) 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 Certificate is a Book-Entry Certificate, the
Business Day immediately preceding such Distribution Date. With respect to
each
Distribution Date and any other Certificates, including any Definitive
Certificates, the last Business Day of the month immediately preceding the
month
in which such Distribution Date occurs.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any Class A Certificate, Mezzanine Certificate, Class CE-1
Certificate, Class CE-2 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 I specifically excludes all payments and other
collections of principal and interest due on the Mortgage Loans on or before
the
Cut-off Date, all Prepayment Charges payable in connection with Principal
Prepayments on the Mortgage Loans made before the Cut-off Date, the Net WAC
Rate
Carryover Reserve Account, the Interest Rate Cap Agreement, the Cap
Administration Agreement, the Cap Account and Servicer Prepayment Charge Payment
Amounts.
“REMIC
I
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of
the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC I
Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker Rate,
divided by (b) 12.
“REMIC
I
Marker Allocation Percentage”: 0.50% of any amount payable or loss attributable
from the Mortgage Loans, which shall be allocated to REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A,
REMIC
I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
Interest I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest
I-LTM10, REMIC I Regular Interest I-LTZZ and REMIC I Regular Interest
I-LTP.
“REMIC
I
Overcollateralized Amount”: With respect to any date of determination, (i) 0.50%
of the aggregate Uncertificated Balance of the REMIC I Regular Interests (other
than REMIC I Regular Interest I-LTP) minus (ii) the aggregate Uncertificated
Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A,
REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I
Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC
I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular
Interest I-LTM10, in each case as of such date of determination.
“REMIC
I
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) the aggregate Stated Principal Balance of
the
Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction,
the numerator of which is two times the aggregate Uncertificated Balance of
REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I
Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
I-LTM10, and the denominator of which is the aggregate Uncertificated Balance
of
REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I
Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
I-LTM10 and REMIC I Regular Interest I-LTZZ.
“REMIC
I
Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC I issued hereunder and designated as a “regular interest” in
REMIC I. Each REMIC I Regular Interest shall accrue interest at the related
REMIC I Remittance Rate in effect from time to time or shall otherwise be
entitled to interest as set forth herein, and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Balance as set forth in the Preliminary
Statement hereto. The REMIC I Regular Interests are set forth in the Preliminary
Statement hereto.
“REMIC
I
Remittance Rate”: With respect to REMIC I Regular Interest I-LTAA, REMIC I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10,
REMIC
I Regular Interest I-LTZZ, REMIC I Regular Interest I-LT1SUB and REMIC I Regular
Interest I-LT2SUB, the weighted average of the Expense Adjusted Mortgage Rates
of the Mortgage Loans. With respect to REMIC I Regular Interest I-LT1GRP, the
weighted average of the Expense Adjusted Mortgage Rates of the Group I Mortgage
Loans and with respect REMIC I Regular Interest I-LT2GRP, the weighted average
of the Expense Adjusted Mortgage Rates of the Group II Mortgage Loans.
“REMIC
I
Required Overcollateralized Amount”: 0.50% of the Overcollateralization Target
Amount.
“REMIC
I
Subordinated Balance Ratio”: The ratio between the Uncertificated Balances of
each REMIC I Regular Interest ending with the designation “SUB,” equal to the
ratio between, with respect to each such REMIC I Regular Interest, the excess
of
(x) the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan Group over (y) the current Certificate Principal Balance of Class A
Certificates in the related Loan Group.
“REMIC
I
Sub WAC Allocation Percentage”: 50% of any amount payable from or loss
attributable to the Mortgage Loans, which shall be allocated to REMIC I Regular
Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP, REMIC I Regular Interest
I-LT2SUB, REMIC I Regular Interest I-LT2GRP and REMIC I Regular Interest
I-LTXX.
“REMIC
II”: The segregated pool of assets consisting of all of the REMIC I Regular
Interests conveyed in trust to the Trustee, for the benefit of the Class A
Certificates, the Mezzanine Certificates, the Class CE-1 Interest, the Class
CE-2 Interest, the Class P Interest and the Class R-II Interest and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.
“REMIC
III”: The segregated pool of assets consisting of all of the Class CE-1 Interest
conveyed in trust to the Trustee, for the benefit of the Class CE-1
Certificates, and the Class R-III Interest and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
IV”: The segregated pool of assets consisting of all of the Class CE-2 Interest
conveyed in trust to the Trustee, for the benefit of the Class CE-2
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 Trustee, 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
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-1 Interest, the
Class CE-2 Interest and the Class P 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.
“Securities
Act”: The Securities Act of 1933, as amended, and the rules and regulations
thereunder.
“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-1 Certificates, calculated after taking
into account distribution of the Group I Principal Distribution Amount and
the
Group II 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 and
(ii) the Group II Senior Principal Distribution Amount.
“Servicer”:
Xxxxxx Loan 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
18th
day of
the calendar month in which such Distribution Date occurs or, if such
18th
day is
not a Business Day, the Business Day immediately following.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: The reasonable “out-of-pocket” costs and expenses (including, without
limitation, legal fees and disbursements) 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, sewer rents and other charges which are or may become
a
lien upon the Mortgaged Property (provided, however, that the Servicer will
make
advances of taxes only to prevent foreclosure of the Mortgaged 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 (including each REO Property), 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”: So long as Xxxxxx Loan Servicing LP is the Servicer, with respect to
each Mortgage Loan, 0.15% per annum. At any time Xxxxxx Loan Servicing LP is
not
the Servicer, with respect to each Mortgage Loan, 0.50% per annum.
“Servicing
Officer”: Any employee of the Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans, whose name appear on a
list
of Servicing Officers furnished by the Servicer to the Trust Administrator,
the
Trustee and the Depositor on the Closing Date, as such list may from time to
time be amended.
“Servicing
Rights Pledgee”: One or more lenders, selected by the Servicer, to which the
Servicer may pledge and assign all of its right, title and interest in, to
and
under this Agreement (other than rights with respect to P&I Advances and
Servicing Advances herein), including JPMorgan Chase Bank, National Association,
as the representative of certain lenders.
“Significance
Percentage”: With
respect to the Interest Rate Cap Agreement, the percentage equivalent of a
fraction, the numerator of which is (I) the present value (such calculation
of
present value using the two-year swaps rate made available at Bloomberg
Financial Markets, L.P.) of the aggregate amount payable under the Interest
Rate
Cap Agreement (assuming that one-month LIBOR for each remaining Calculation
Period (as defined in the Interest Rate Cap Agreement) beginning with the
Calculation Period immediately following the related Distribution Date is equal
to the sum of (a) the one-month LIBOR rate for each remaining Calculation Period
made available at Bloomberg Financial Markets, L.P. by taking the following
steps: (1) typing in the following keystrokes: fwcv <go>, us <go>, 3
<go>; (2) the Forwards shall be set to “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 Cap Agreement in months and the Trust Administrator shall
click <go> (provided that the Depositor shall notify the Trust
Administrator in writing of any changes to such keystrokes), (b) the percentage
equivalent of a fraction, the numerator of which is 2.00% and the denominator
of
which is the initial number of Distribution Dates on which the Trust
Administrator is entitled to receive payments under the Interest Rate Cap
Agreement (the “Add-On Amount”) and (c) the Add-On Amount for each previous
period) and the denominator of which is (II) the aggregate Certificate Principal
Balance of the Class A Certificates and the Mezzanine 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 May 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
and
the Group II Principal Distribution Amount to the Certificates then entitled
to
distributions of principal on such Distribution Date) is equal to or greater
than 37.60%.
“Sub-Servicer”:
Any Person with which the Servicer has entered into a Sub- Servicing Agreement
and which meets the qualifications of a Sub-Servicer pursuant to Section
3.02.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the
Servicer.
“Sub-Servicing
Agreement”: The written contract between the Servicer and a Sub-Servicer
relating to servicing and administration of certain Mortgage Loans as provided
in Section 3.02.
“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.
“Subsequent
Recoveries”: As of any Distribution Date, amounts received by the Trust Fund
(net of any related expenses permitted to be reimbursed to the related
Sub-Servicer or the Servicer from such amounts under the related Sub-Servicing
Agreement or hereunder) specifically related to a Mortgage Loan that was the
subject of a liquidation or an REO Disposition prior to the related Prepayment
Period that resulted in a Realized Loss.
“Substitution
Shortfall Amount”: As defined in Section 2.03(d) hereof.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on
behalf of any Trust REMIC due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information reports or returns
that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
“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 42.50% 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 (reduced by the aggregate amount of
Subsequent Recoveries received since the Cut-off Date through the last day
of
the related Due 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
|
|
May
2009 through April 2010
|
1.25%
|
|
May
2010 through April 2011
|
2.80%
|
|
May
2011 through April 2012
|
4.45%
|
|
May
2012 through April 2013
|
5.75%
|
|
May
2013 and thereafter
|
6.55%
|
“Trust”:
Citigroup Mortgage Loan Trust 2007-AMC3.
“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 Cap Agreement, distributions made
to the Trust Administrator by the Cap Administrator under the Cap Administration
Agreement and the Cap Account, Servicer Prepayment Charge Payment Amounts and
the other assets conveyed by the Depositor to the Trustee pursuant to Section
2.01.
“Trust
REMIC”: Any of REMIC I, REMIC II, REMIC III, 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 I
Regular Interest I-LTZZ shall be increased by interest deferrals as provided
in
Section 4.01. With respect to the Class CE-1 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. With respect to the Class CE-2
Interest as of any date of determination, an amount equal to the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution Date.
The
Uncertificated Principal Balance of each REMIC Regular Interest that has an
Uncertificated Principal Balance shall never be less than zero.
“Uncertificated
Interest”: With respect to any REMIC Regular Interest for any Distribution Date,
one month’s interest at the REMIC I Remittance Rate applicable to such REMIC
Regular Interest for such Distribution Date, accrued on the Uncertificated
Balance thereof immediately prior to such Distribution Date. Uncertificated
Interest in respect of any REMIC Regular Interest shall accrue on the basis
of a
360-day year consisting of twelve 30-day months. Uncertificated Interest with
respect to each Distribution Date, as to any REMIC Regular Interest, shall
be
reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest
Shortfall, if any, for such Distribution Date to the extent not covered by
payments pursuant to Section 3.24 and (b) the aggregate amount of any Relief
Act
Interest Shortfall, if any allocated, in each case, to such REMIC Regular
Interest pursuant to Section 1.02. In addition, Uncertificated Interest with
respect to each Distribution Date, as to any REMIC Regular Interest shall be
reduced by Realized Losses, if any, allocated to such REMIC Regular Interest
pursuant to Section 1.02 and Section 4.04.
“Uninsured
Cause”: Any cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the hazard insurance
policies required to be maintained pursuant to Section 3.14.
“United
States Person”: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of,
the
United States, any State thereof or the District of Columbia (except, in the
case of a partnership, to the extent provided in regulations); provided that,
for purposes solely of the restrictions on the transfer of the Residual
Certificates, no partnership or other entity treated as a partnership for United
States federal income tax purposes shall be treated as a United States Person
unless all persons that own an interest in such partnership either directly
or
through any entity that is not a corporation for United States federal income
tax purposes are required by the applicable operative agreement to be United
States Persons, or an estate whose income is subject to United States federal
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States Persons have the authority to control all
substantial decisions of the trust. To the extent prescribed in regulations
by
the Secretary of the Treasury, which have not yet been issued, a trust which
was
in existence on August 20, 1996 (other than a trust treated as owned by the
grantor under subpart E of part I of subchapter J of chapter 1 of the Code),
and
which was treated as a United States person on August 20, 1996 may elect to
continue to be treated as a United States person notwithstanding the previous
sentence. The term “United States” shall have the meaning set forth in Section
7701 of the Code.
“Value”:
With respect to any Mortgaged Property, the lesser of (i) the value thereof
as
determined by an appraisal made for the related 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 related 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 and the Mezzanine 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 Class CE-1 Certificates. The Residual Certificates and the Class CE-2
Certificates will not have any Voting Rights. The Voting Rights allocated to
each Class of Certificate shall be allocated among Holders of each such Class
in
accordance with their respective Percentage Interests as of the most recent
Record Date.
| SECTION 1.02 |
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the Interest Distribution Amount for the Floating Rate
Certificates and the Class CE-1 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-1 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-1 Certificates and,
thereafter, among the Class A Certificates and the Mezzanine Certificates on
a
pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rate on the respective Certificate Principal Balance
of
each such Certificate immediately prior to such Distribution Date.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
I
Regular Interests for any Distribution Date:
(A) The
REMIC
I Marker Allocation Percentage of the aggregate amount of any Prepayment
Interest Shortfalls (to the extent not covered by payments by the Servicer
pursuant to Section 3.24) and the REMIC I Marker Allocation Percentage of any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated among REMIC I Regular Interest I-LTAA,
REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I
Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
I-LTM10 and REMIC I Regular Interest I-LTZZ pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
REMIC I Remittance Rate on the respective Uncertificated Balance of each such
REMIC I Regular Interest; and
(B) The
REMIC
I Sub WAC Allocation Percentage of the aggregate amount of any Prepayment
Interest Shortfalls (to the extent not covered by payments by the Servicer
pursuant to Section 3.24) and the REMIC I Sub WAC Allocation Percentage of
any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated first, to Uncertificated Interest payable
to REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP, REMIC
I
Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP and REMIC I Regular
Interest I-LTXX, pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
REMIC I Remittance Rate on the respective Uncertificated Balance of each such
REMIC I Regular Interest.
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, payments made to the Trust Administrator by the Cap Administrator
under the Cap Administration Agreement and the Cap Account, and all other assets
included or to be included in REMIC I. Such assignment includes all interest
and
principal received by the Depositor or the Servicer on or with respect to the
Mortgage Loans (other than payments of principal and interest due on such
Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers
to the Trustee 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 including
all riders thereto,
endorsed by manual or facsimile signature without recourse by the related
Originator or an Affiliate of such Originator in blank or in the following
form:
“Pay to the order of U.S. Bank National Association, as Trustee for the CMLTI
Asset-Backed Pass-Through Certificates, Series 2007-AMC3, without recourse,”
showing a complete chain of endorsements from the named payee to the Trustee
or
from the named payee to the Affiliate of such Originator and from such Affiliate
to the Trustee;
(ii) The
original recorded Mortgage including all riders thereto, 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
related Originator or an Affiliate of such Originator to the Trustee either
in
blank or to “U.S. Bank National Association, as Trustee for the CMLTI
Asset-Backed Pass-Through Certificates, Series 2007-AMC3, without recourse” 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 or is improperly recorded with respect to a Mortgage Loan, neither
the
Trustee nor the Servicer will have any liability 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 approximately 5.00% of the Original Mortgage Loans,
by
outstanding principal balance of the Original Mortgage Loans as of the Cut-off
Date, if any original Mortgage Note referred to in (i) above cannot be located,
the obligations of the Depositor to deliver such documents shall be deemed
to be
satisfied upon delivery to the Trustee (or 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.
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
Depositor shall deliver or cause to be delivered to the Servicer copies of
the
Mortgage Loan Schedule and the Prepayment Charge Schedule.
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 Mortgage Files of all the Mortgage Loans and,
notwithstanding anything to the contrary herein, it is understood that such
initial Custodian shall be responsible for the review contemplated in the second
paragraph of this Section 2.02 and for all other functions relating to the
receipt, review, reporting and certification provided for herein with respect
to
the Mortgage Files (other than ownership thereof for the benefit of the
Certificateholders and related duties and obligations set forth
herein).
| SECTION 2.03 |
Repurchase
or Substitution of Mortgage Loans by the 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 I (in which case it shall become a Deleted
Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans
in
the manner and subject to the limitations set forth in Section 2.03(d). It
is
understood and agreed that the obligation of the 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 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 has all licenses necessary to
carry on its business as now being conducted, except for such licenses,
certificates and permits the absence of which, individually or in the aggregate,
would not have a material adverse effect on the ability of the Servicer to
conduct its business as it is presently conducted, and is licensed, qualified
and in good standing in the states where the Mortgaged Property is located
if
the laws of such state require licensing or qualification in order to conduct
business of the type conducted by the Servicer or to ensure the enforceability
or validity of each Mortgage Loan; the Servicer has the power and authority
to
execute and deliver this Agreement and to perform in accordance herewith; the
execution, delivery and performance of this Agreement (including all instruments
of transfer to be delivered pursuant to this Agreement) by the Servicer and
the
consummation of the transactions contemplated hereby have been duly and validly
authorized; this Agreement evidences the valid, binding and enforceable
obligation of the Servicer, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement
of
creditors’ rights generally; and all requisite corporate action has been taken
by the Servicer to make this Agreement valid and binding upon the Servicer
in
accordance with its terms;
(ii) The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Servicer and will not result in the breach
of
any term or provision of the certificate of formation or the partnership
agreement of the Servicer or result in the breach of any term or provision
of,
or conflict with or constitute a default under or result in the acceleration
of
any obligation under, any agreement, indenture or loan or credit agreement
or
other instrument to which the Servicer or its property is subject, or result
in
the violation of any law, rule, regulation, order, judgment or decree to which
the Servicer or its property is subject;
(iii) The
Servicer is an approved servicer of mortgage loans for Xxxxxx Xxx and has the
facilities, procedures and experienced personnel necessary for the sound
servicing of mortgage loans of the same type as the Mortgage Loans. The Servicer
is, and shall remain for as long as it is servicing the Mortgage Loans
hereunder, in good standing to service mortgage loans for Xxxxxx Mae or Xxxxxxx
Mac, and no event has occurred, including but not limited to a change in
insurance coverage, which would make the Servicer unable to comply with Xxxxxx
Mae or Xxxxxxx Mac eligibility requirements or which would require notification
to any of Xxxxxx Mae or Xxxxxxx Mac;
(iv) This
Agreement, and all documents and instruments contemplated hereby which are
executed and delivered by the Servicer, constitute and will constitute valid,
legal and binding obligations of the Servicer, enforceable in accordance with
their respective terms, except as the enforcement thereof may be limited by
applicable bankruptcy laws and general principles of equity;
(v) The
Servicer 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;
(vi) There
is
no action, suit, proceeding or investigation pending or, to its knowledge,
threatened against the Servicer that, either individually or in the aggregate,
may result in any material adverse change in the business, operations, financial
condition, properties or assets of the Servicer, or in any material impairment
of the right or ability of the Servicer to carry on its business substantially
as now conducted, or in any material liability on the part of the Servicer,
or
that would draw into question the validity or enforceability of this Agreement
or of any action taken or to be taken in connection with the obligations of
the
Servicer contemplated herein, or that would be likely to impair materially
the
ability of the Servicer to perform under the terms of this
Agreement;
(vii) No
consent, approval 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 and orders, if any, that have been
obtained;
(viii) Neither
this Agreement nor any information, certificate of an officer, statement
furnished in writing or report delivered to the Trustee by the Servicer in
connection with the transactions contemplated hereby contains or will contain
any untrue statement of a material fact or omits or will omit to state a
material fact necessary in order to make the statements contained therein,
in
light of the circumstances under which they were made, not misleading;
and
(ix) The
Servicer has accurately and fully reported, and will continue to accurately
and
fully report, its borrower credit files to each of the credit repositories
in a
timely manner.
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 other parties hereto.
| 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 I delivered on the date hereof, receipt
of
which is hereby acknowledged. Concurrently with such assignment and delivery
of
such assets delivered on the date hereof and in exchange therefor, the Trust
Administrator, pursuant to the written request of the Depositor executed by
an
officer of the Depositor, has executed, authenticated and delivered, to or
upon
the order of the Depositor, the Certificates in authorized denominations. The
interests evidenced by the Certificates (other than the Class CE-1 Certificates,
the Class CE-2 Certificates, the Class P Certificates and the Class R-X
Certificates), the Class CE-1 Interest, the Class CE-2 Interest and the Class
P
Interest constitute the entire beneficial ownership interest in REMIC
II.
| SECTION 2.07 |
Authorization
to Enter into the Interest Rate Cap
Agreement.
|
The
Trust
Administrator, not in its individual capacity but solely in its separate
capacity as Cap Trustee, is hereby directed to exercise the rights, perform
the
obligations, and make any representations to be exercised, performed, or made
by
the Cap Trustee, as described in the Interest Rate Cap Agreement and as
described herein. The Cap Trustee is hereby directed to execute and deliver
the
Interest Rate Cap 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 Cap 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 Cap Trustee shall execute and deliver the Interest Rate Cap
Agreement on behalf of Party B (as defined therein), (ii) the Cap Trustee shall
exercise the rights, perform the obligations, and make the representations
of
Party B thereunder, solely in its capacity as Cap Trustee on behalf of Party
B
(as defined therein) and not in its individual capacity and (iii) the Cap
Trustee shall also be entitled to exercise the rights and perform the
obligations of Party B under the Interest Rate Cap 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 Cap Trustee’s
execution of the Interest Rate Cap 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 Regular Certificates (other than the Class CE-1 Certificates, the Class
CE-2
Certificates and the Class P Certificates), the Class CE-1 Interest, the Class
CE-2 Interest, the Class P Interest and the Class R Certificates (in respect
of
the Class R-II Interest). The Trustee acknowledges receipt of the REMIC I
Regular Interests and declares that it holds and will hold the same in trust
for
the exclusive use and benefit of the Holders of the Regular Certificates (other
than the Class CE-1 Certificates, the Class CE-2 Certificates and the Class
P
Certificates), the Class CE-1 Interest, the Class CE-2 Interest, the Class
P
Interest and the Class R Certificates (in respect of the Class R-II Interest).
The interests evidenced by the Class R-II Interest, together with the Regular
Certificates, the Class CE-1 Interest, the Class CE-2 Interest and the Class
P
Interest, constitute the entire beneficial ownership interest in REMIC II.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
CE-1 Interest (which is uncertificated) for the benefit of the Holders of the
Class CE-1 Certificates and the Class R-X Certificates (in respect of the Class
R-III Interest). The Trustee acknowledges receipt of the Class CE-1 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-1 Certificates and the Class R-X
Certificates (in respect of the Class R-III Interest). The interests evidenced
by the Class R-III Interest, together with the Class CE-1 Certificates,
constitute the entire beneficial ownership interest in REMIC III.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
CE-2 Interest (which is uncertificated) for the benefit of the Holders of the
Class CE-2 Certificates and the Class R-X Certificates (in respect of the Class
R-IV Interest). The Trustee acknowledges receipt of the Class CE-2 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-2 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-2 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) 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, (iv) the assignment and
delivery to the Trustee of REMIC IV (including the Residual Interest therein
represented by the Class IV Interest) and the acceptance by the Trustee thereof,
pursuant to Section 2.01, Section 2.02 and subsection (d) hereof and (v) the
assignment and delivery to the Trustee of REMIC V (including the Residual
Interest therein represented by the Class V Interest) and the acceptance by
the
Trustee thereof, pursuant to Section 2.01, Section 2.02 and subsection (e)
hereof, the Trust Administrator on behalf of the Trustee, pursuant to the
written request of the Depositor executed by an officer of the Depositor, has
executed, authenticated and delivered to or upon the order of the Depositor,
(A)
the Class R Certificates in authorized denominations evidencing the Class R-I
Interest and the Class R-II Interest and (B) the Class R-X Certificates in
authorized denominations evidencing the Class R-III Interest, the Class R-IV
Interest and the Class R-V 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, (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 or (iv) the Servicer has not been provided with information
sufficient to enable it to collect the Prepayment Charge. If a Prepayment Charge
is waived as permitted by meeting the standard described in clauses (ii), (iii)
or (iv) 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 and direct 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 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 in the form of Exhibit K to carry
out
such duties. The Trustee shall have no liability with respect to any misuse
of
such powers of attorney. In connection with any modification pursuant to this
Section 3.01, to the extent there are any xxxxxxxxxxxx X&X Advances or
Servicing Advances, the Servicer shall reimburse itself for such amounts from
the Collection Account.
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 payment of taxes on the Mortgaged Properties solely to prevent foreclosure
of 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 payment of taxes
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
provided, however, that (subject to Section 3.07) the Servicer may capitalize
the amount of any Servicing Advances incurred pursuant to this Section 3.01
in
connection with the modification of a Mortgage Loan.
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.
With
respect to Mortgage Loans affected by a hurricane or other natural disaster,
if
the Mortgaged Property is located in public and individual assistance counties,
as designated by Federal Emergency Management Agency (as set forth on its
website xxx.xxxx.xxx),
Servicer may, at its sole option,
cease
collection activities, charging late fees and credit reporting activity for
all
Mortgagors in such counties for a period of time and, if reasonably prudent,
may
extend such period as long as it deems necessary. In addition, the Servicer
may
suspend all foreclosure and bankruptcy activity relating to such Mortgage Loans
for a period of time and, if reasonably prudent, may extend such period as
long
as it deems necessary; provided, however, that none of the actions taken by
the
Servicer pursuant to this paragraph shall jeopardize the status of the Trust
Fund as a “qualified special purpose entity” for purposes of Financial
Accounting Standard No. 140.
| 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.
(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 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) are conclusively deemed to be inconsistent
with this Agreement and therefore prohibited. The Servicer shall deliver to
the
Trustee and the Trust Administrator copies of all Sub-Servicing Agreements,
and
any amendments or modifications thereof, promptly upon the Servicer’s execution
and delivery of such instruments.
(c) As
part
of its servicing activities hereunder, the Servicer (except as otherwise
provided in the last sentence of this paragraph), for the benefit of the Trustee
and the Certificateholders, shall enforce the obligations of each Sub-Servicer
under the related Sub-Servicing Agreement, including, without limitation, any
obligation to make advances in respect of delinquent payments as required by
a
Sub-Servicing Agreement. Such enforcement, including, without limitation, the
legal prosecution of claims, termination of Sub-Servicing Agreements, and the
pursuit of other appropriate remedies, shall be in such form and carried out
to
such an extent and at such time as the Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans. The
Servicer shall pay the costs of such enforcement at its own expense, and shall
be reimbursed therefor only (i) from a general recovery resulting from such
enforcement, to the extent, if any, that such recovery exceeds all amounts
due
in respect of the related Mortgage Loans, or (ii) from a specific recovery
of
costs, expenses or attorneys’ fees against the party against whom such
enforcement is directed.
| SECTION 3.03 |
Successor
Sub-Servicers.
|
The
Servicer shall be entitled to terminate any Sub-Servicing Agreement and the
rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer
without any act or deed on the part of such Sub-Servicer or the Servicer, and
the Servicer either shall service directly the related Mortgage Loans or shall
enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 3.02.
Any
Sub-Servicing Agreement shall include the provision that such agreement may
be
immediately terminated by the Trustee or the Trust Administrator without fee,
in
accordance with the terms of this Agreement, in the event that the Servicer
shall, for any reason, no longer be the Servicer (including termination due
to a
Servicer Event of Default).
| SECTION 3.04 |
Liability
of the Servicer.
|
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).
The Servicer may write off any second lien Mortgage Loan that has been
delinquent for a period of 180 days or more if the Servicer determines, applying
the standards set forth in Section 3.01, that any amount that could be recovered
on such Mortgage Loan would be less than the cost required to achieve such
recovery.
| 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 first lien 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 within two Business Days
of
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; provided, however, the
Servicer shall deposit such amounts within two Business Days after determining
the proper application of funds that were improperly marked but would otherwise
constitute funds pursuant to this sentence. For the avoidance of doubt, returned
checks are not funds received by the Servicer pursuant to this Section 3.09.
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 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 Collection Account on a daily basis
within two Business Days of receipt, and retain therein, 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;
provided,
however, the Servicer shall deposit into the Collection Account on a daily
basis
within two Business Days after determining the proper application of funds
that
were improperly marked but would otherwise constitute payments or collections
pursuant to subclauses (i) through (viii) above. For the avoidance of doubt,
returned checks are not funds received by the Servicer pursuant to this Section
3.10(a).
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 (i) on the Servicer Remittance Date, that portion
of
the Available Distribution Amount for the related Distribution Date then on
deposit in the Collection Account, the amount of all Prepayment Charges
collected during the applicable Prepayment Period by the Servicer and Servicer
Prepayment Charge Payment Amounts in connection with the Principal Prepayment
of
any of the Mortgage Loans then on deposit in the Collection Account and (ii)
on
each Business Day as of the commencement of which the balance on deposit in
the
Collection Account exceeds $75,000 following any withdrawals pursuant to the
next succeeding sentence, the amount of such excess, but only if the Collection
Account constitutes an Eligible Account solely pursuant to clause (ii) of the
definition of “Eligible Account.” If the balance on deposit in the Collection
Account exceeds $75,000 as of the commencement of business on any Business
Day
and the Collection Account constitutes an Eligible Account solely pursuant
to
clause (ii) of the definition of “Eligible Account,” the Servicer shall, on or
before 4:00 p.m. New York time on such Business Day, withdraw from the
Collection Account any and all amounts payable or reimbursable to the Depositor,
the Servicer, the Trustee, the Trust Administrator, the Sponsor or any
Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons
entitled thereto.
(c) Funds
in
the Collection Account and the Distribution Account may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12. The
Servicer shall give notice to the 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) to
reimburse itself for (x) P&I Advances and Servicing Advances; the Servicer’s
right to reimburse itself pursuant to this subclause (ii) being limited to
amounts received on the related Mortgage Loan which represent payments of (a)
principal and/or interest respecting which any such P&I Advance was made or
(b) Condemnation Proceeds, Insurance Proceeds or Liquidation Proceeds respecting
which any such Servicing Advance was made or (y) any xxxxxxxxxxxx X&X
Advances made to the extent of funds held in the Collection Account for future
distribution that were not included in Available Funds for the preceding
Distribution Date;
(iii) to
reimburse itself for unreimbursed Servicing Advances, any unpaid Servicing
Fees
and for xxxxxxxxxxxx X&X Advances to the extent that such amounts are deemed
to be Nonrecoverable Advances, to reimburse itself for such amounts to the
extent that such amounts are nonrecoverable from the disposition of REO
Property, to reimburse itself for such amounts to the extent that such P&I
Advances or Servicing Advances have not been reimbursed at the time a Mortgage
Loan has been modified and to reimburse itself for a Nonrecoverable Advance
in
connection with any outstanding advances on a second lien Mortgage Loan that
has
been written off pursuant to Section 3.07;
(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) [reserved];
(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), (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 Certificateholders in accordance with Section
4.01;
(ii) to
pay to
itself any interest income earned on funds deposited in the Distribution Account
pursuant to Section 3.12(c);
(iii) to
reimburse the Trust Administrator or the Trustee pursuant to Section
7.02;
(iv) to
pay
any amounts in respect of taxes pursuant to 10.01(g)(iii);
(v) to
pay
any Extraordinary Trust Fund Expenses;
(vi) to
reimburse the 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);
(vii) [reserved];
and
(viii) 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 for each first lien Mortgage Loan 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 lesser 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 replacement cost 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; provided,
however, that the Servicer may capitalize the amount of any Servicing Advances
incurred pursuant to this Section 3.14 in connection with the modification
of a
Mortgage Loan. 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 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 insurance policy and
fidelity bond coverage and, by the terms of such insurance policy or fidelity
bond, the coverage afforded thereunder extends to the Servicer. Upon the
Trustee’s request, the Servicer shall cause to be delivered to the Trustee proof
of coverage of the fidelity bond and the errors and omissions insurance policy
and a statement from the surety and the insurer that the surety and the insurer
shall endeavor to notify the Trustee within thirty days prior to the termination
or material modification of such fidelity bond or errors and omissions insurance
policy.
| 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. 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
whatsoever. 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. The Servicer may write off any second lien Mortgage Loan that is
delinquent by 180 days or more.
(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 (or an affiliate of the Servicer) shall have the right to purchase
from
REMIC I any defaulted Mortgage Loan that is 90 days or more delinquent or for
which the Servicer has accepted a deed in lieu of foreclosure, 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).
| 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.
| SECTION 3.18 |
Servicing
Compensation.
|
As
compensation for its activities hereunder, the Servicer shall be entitled to
retain the amount of the Servicing Fee with respect to each Mortgage Loan
(including REO Properties). The Servicer shall be entitled to retain additional
servicing compensation in the form of Prepayment Interest Excess, release fees,
bad check charges, assumption fees, modification or extension fees, late payment
charges, customary real estate referral fees or any other service-related fees,
Insurance Proceeds and Liquidation Proceeds not required to be deposited in
the
Collection Account and similar items, to the extent collected from
Mortgagors.
For
so
long as Xxxxxx Loan Servicing LP is the servicer of the Mortgage Loans, a fee
in
the
amount of 0.15% per annum on the Stated Principal Balance of each Mortgage
Loan
(the
“Xxxxxx Servicing Fee”) will
be
paid to Xxxxxx Loan Servicing LP, and a
fee of
0.35%
per
annum on the Stated Principal Balance of each Mortgage Loan (the
“Excess Servicing Fee”) will
be
paid to the holder of the Class CE-2 Certificate.
| SECTION 3.19 |
Reports
to the Trust Administrator; Collection Account
Statements.
|
Not
later
than fifteen days after each Distribution Date, the Servicer shall forward
to
the Trust Administrator, upon the request of the Trust Administrator, 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 Mae Monthly Accounting Report for its
Guaranteed Mortgage Pass-Through Program with appropriate additions and changes,
and shall also include information as to the aggregate of the outstanding
principal balances of all of the Mortgage Loans as of the last day of the
calendar month immediately preceding such Distribution Date. Copies of such
statement shall be provided by the Trust Administrator to 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.
| SECTION 3.20 |
Statement
as to Compliance.
|
The
Servicer shall deliver to the Trust Administrator, on or before March
15th
of each
calendar year beginning in 2008, an Officers’ Certificate (an “Annual Statement
of Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of the Servicer during the preceding calendar year and of performance
under this Agreement has been made under such officers’ supervision and (ii) to
the best of such officers’ knowledge, based on such review, the Servicer has
fulfilled all of its obligations under this Agreement in all material respects
throughout such year, or, if there has been a failure to fulfill any such
obligation in any material respect, specifying each such failure known to such
officer and the nature and status of cure provisions thereof. The Servicer
shall
deliver, or cause any Sub-Servicer to deliver, a similar Annual Statement of
Compliance by any Sub-Servicer to which the Servicer has delegated any servicing
responsibilities with respect to the Mortgage Loans, to the Trust Administrator
as described above as and when required with respect to the Servicer.
If
the
Servicer cannot deliver the related Annual Statement of Compliance by March
15th
of such year, the Trust Administrator, at the direction of the Depositor, may
permit a cure period for the Servicer to deliver such Annual Statement of
Compliance, but in no event later than March 20th of such year.
Failure
of the Servicer to timely comply with this Section 3.20, which continues
unremedied for five (5) calendar days after the date on which the Annual
Statement of Compliance was required to be delivered, shall be deemed an Event
of Default, and upon the receipt of written notice from the Trust Administrator
of such Event of Default, the Trustee may at the direction of the Depositor,
in
addition to whatever rights the Trustee may have under this Agreement and at
law
or equity or to damages, including injunctive relief and specific performance,
upon notice immediately terminate all the rights and obligations of the Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof
without compensating the Servicer for the same; provided
that to
the extent that any provision of this Agreement expressly provides for the
survival of certain rights or obligations following termination of the Servicer,
such provision shall be given effect. This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary.
| SECTION 3.21 |
Assessments
of Compliance and Attestation Reports.
|
(a) The
Servicer shall deliver to the Trust Administrator on or before March
15th
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 Servicing Criteria set forth in
Exhibit C hereto;
(ii) a
report
(an “Attestation Report”) of a registered public accounting firm reasonably
acceptable to the Depositor that attests to, and reports on, the assessment
of
compliance made by the 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;
and
(iii) cause
each Sub-Servicer, and each subcontractor determined by the Servicer to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, to deliver an Assessment of Compliance and Attestation Report
as
and when provided in paragraphs (i) and (ii) of this Section
3.21(a).
(b) The
Servicer shall, or shall cause any Sub-Servicer and each subcontractor
determined by the Servicer to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB to, deliver to the Trust
Administrator and the Depositor an Assessment of Compliance and Attestation
Report as and when provided above.
Such
Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address
each of the Servicing Criteria specified on Exhibit C hereto which are indicated
as applicable to any “primary servicer.” Notwithstanding the foregoing, as to
any subcontractor, an Assessment of Compliance is not required to be delivered
unless it is required as part of a Form 10-K with respect to the Trust
Fund.
If
the
Servicer cannot deliver any Assessment of Compliance or Attestation Report
by
March 15th
of such
year, the Trust Administrator, at the direction of the Depositor, may permit
a
cure period for the Servicer to deliver such Assessment of Compliance or
Attestation Report, but in no event later than March 20th
of such
year.
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.”
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 Sections 3.20 and 3.21 of this Agreement.
| 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 (i)
acknowledgment in writing of a confidentiality agreement regarding any
information that is required to remain confidential under the Xxxxx-Xxxxx-Xxxxxx
Act of 1999 and (ii) except with respect to the Depositor, agreement to
indemnify the Servicer for any losses incurred in connection with the requesting
party’s failure to comply with any such confidentiality agreement.
| 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 (which nominee shall not be the Servicer), 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 REO Account, on a daily
basis, within two Business Days of receipt, all revenues received by it with
respect to an REO Property; provided, however, the Servicer shall deposit into
the REO Account on a daily basis within two Business Days after determining
the
proper application of funds that were improperly marked but would otherwise
constitute revenue received with respect to each REO Property. For the avoidance
of doubt, returned checks are not funds received by the Servicer pursuant to
this Section 3.23(b). The Servicer 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.
| 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 applicable Compensating Interest Payment.
The
Servicer shall not be obligated to cover shortfalls due to bankruptcy
proceedings or the application of the Relief Act or similar state or local
laws
and ordinances.
| 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; provided, however, that the Servicer shall be held harmless from
any
such liability with respect to any such adjustments made by any predecessor
servicer. 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.
| SECTION 3.26 |
Advance
Facility.
|
(a) The
Servicer is hereby authorized to enter into a financing or other facility (any
such arrangement, an “Advance Facility”), the documentation for which complies
with Section 3.26(e) below, under which (1) the Servicer assigns or pledges
its
rights under this Agreement to be reimbursed for any or all P&I Advances
and/or Servicing Advances to (i) a Person, which may be a special-purpose
bankruptcy-remote entity (an “SPV”), (ii) a Person, which may simultaneously
assign or pledge such rights to an SPV or (iii) a lender (a “Lender”), which, in
the case of any Person or SPV of the type described in either of the preceding
clauses (i) or (ii), may directly or through other assignees and/or pledgees,
assign or pledge such rights to a Person, which may include a trustee acting
on
behalf of holders of debt instruments (any such Person or any such Lender,
an
“Advance Financing Person”), and/or (2) an Advance Financing Person agrees to
fund all the P&I Advances and/or Servicing Advances required to be made by
the Servicer pursuant to this Agreement. No consent of the Trustee,
Certificateholders or any other party shall be required before the Servicer
may
enter into an Advance Facility nor shall the Trustee or the Certificateholders
be a third party beneficiary of any obligation of an Advance Financing Person
to
the Servicer. Notwithstanding the existence of any Advance Facility under which
an Advance Financing Person agrees to fund P&I Advances and/or Servicing
Advances, (A) the Servicer (i) shall remain obligated pursuant to this Agreement
to make P&I Advances and/or Servicing Advances pursuant to and as required
by this Agreement and (ii) shall not be relieved of such obligations by virtue
of such Advance Facility and (B) neither the Advance Financing Person nor any
Servicer’s Assignee (as hereinafter defined) shall have any right to proceed
against or otherwise contact any Mortgagor for the purpose of collecting any
payment that may be due with respect to any related Mortgage Loan or enforcing
any covenant of such Mortgagor under the related Mortgage Loan
documents.
(b) If
the Servicer enters into an Advance Facility, the Servicer and the related
Advance Financing Person shall deliver to the Trust Administrator at the address
set forth in Section 11.05 hereof a written notice (an “Advance Facility
Notice”), stating (a) the identity of the Advance Financing Person and (b) the
identity of the Person (the “Servicer’s Assignee”) that will, subject to Section
3.26(c) hereof, have the right to make withdrawals from the Collection Account
pursuant to Section 3.11 hereof to reimburse previously xxxxxxxxxxxx X&X
Advances and/or Servicing Advances (“Advance Reimbursement Amounts”). Advance
Reimbursement Amounts (i) shall consist solely of amounts in respect of P&I
Advances and/or Servicing Advances for which the Servicer would be permitted
to
reimburse itself in accordance with Section 3.11 hereof, assuming the Servicer
had made the related P&I Advance(s) and/or Servicing Advance(s) and (ii)
shall not consist of amounts payable to a successor Servicer in accordance
with
Section 7.02 hereof to the extent permitted under Section 3.26(e)
below.
(c) Notwithstanding
the existence of an Advance Facility, the Servicer, on behalf of the Advance
Financing Person and the Servicer’s Assignee, shall be entitled to receive
reimbursements of P&I Advances and/or Servicing Advances in accordance with
Section 3.11 hereof, which entitlement may be terminated by the Advance
Financing Person pursuant to a written notice to the Trust Administrator in
the
manner set forth in Section 11.05 hereof. Upon receipt of such written notice,
the Servicer shall no longer be entitled to receive reimbursement for any
Advance Reimbursement Amounts and the Servicer’s Assignee shall immediately have
the right to receive from the Collection Account all Advance Reimbursement
Amounts. Notwithstanding the foregoing, and for the avoidance of doubt, (i)
the
Servicer and/or the Servicer’s Assignee shall only be entitled to reimbursement
of Advance Reimbursement Amounts hereunder from withdrawals from the Collection
Account pursuant to Section 3.11 of this Agreement and shall not otherwise
be
entitled to make withdrawals of, or receive, Advance Reimbursement Amounts
that
shall be deposited in the Distribution Account pursuant to Section 3.10(b)
hereof, and (ii) none of the Trustee or the Certificateholders shall have any
right to, or otherwise be entitled to, receive any Advance Reimbursement Amounts
to which the Servicer or Servicer’s Assignee, as applicable, shall be entitled
pursuant to Section 3.11 hereof. Without limiting the foregoing, none of the
Trustee or the Certificateholders shall have any right to set off against
Advance Reimbursement Amounts hereunder. An Advance Facility may be terminated
by the joint written direction of the Servicer and the related Advance Financing
Person. Written notice of such termination shall be delivered to the Trust
Administrator in the manner set forth in Section 11.05 hereof. Neither the
Depositor nor the Trustee shall, as a result of the existence of any Advance
Facility, have any additional duty or liability with respect to the calculation
or payment of any Advance Reimbursement Amount, nor, as a result of the
existence of any Advance Facility, shall the Depositor or the Trustee have
any
additional responsibility to track or monitor the administration of the Advance
Facility or the payment of Advance Reimbursement Amounts to the Servicer’s
Assignee. The Depositor and the Trustee shall be entitled to rely without
independent investigation on the Advance Facility Notice and on such Servicer’s
report of the amount of Advance Reimbursement Amounts and Servicing Advance
Reimbursement Amounts that were included in the remittance from such Servicer
to
the Trustee pursuant to Section 4.01. The Servicer shall indemnify the
Depositor, the Trustee, any successor Servicer and the Trust Fund for any claim,
loss, liability or damage resulting from any claim by the related Advance
Financing Person, except to the extent that such claim, loss, liability or
damage resulted from or arose out of negligence, recklessness or willful
misconduct on the part of the Depositor, the Trustee or any successor Servicer,
as the case may be, or failure by the successor Servicer or the Trustee, as
the
case may be, to remit funds as required by this Agreement or the commission
of
an act or omission to act by the successor Servicer or the Trustee, as the
case
may be, and the passage of any applicable cure or grace period, such that an
Event of Termination under this Agreement occurs or such entity is subject
to
termination for cause under this Agreement. The Servicer shall maintain and
provide to any successor Servicer and, upon request, the Trustee a detailed
accounting on a loan-by-loan basis as to amounts advanced by, pledged or
assigned to, and reimbursed to any Advance Financing Person. The successor
Servicer shall be entitled to rely on any such information provided by the
predecessor Servicer, and the successor Servicer shall not be liable for any
errors in such information.
(d) [Reserved].
(e) As
between a predecessor Servicer and its Advance Financing Person, on the one
hand, and a successor Servicer and its Advance Financing Person, if any, on
the
other hand, Advance Reimbursement Amounts on a loan-by-loan basis with respect
to each Mortgage Loan as to which an P&I Advance and/or Servicing Advance
shall have been made and be outstanding shall be allocated on a “first-in, first
out” basis. In the event the Servicer’s Assignee shall have received some or all
of an Advance Reimbursement Amount related to P&I Advances and/or Servicing
Advances that were made by a Person other than such predecessor Servicer or
its
related Advance Financing Person in error, then such Servicer’s Assignee shall
be required to remit any portion of such Advance Reimbursement Amount to each
Person entitled to such portion of such Advance Reimbursement Amount. Without
limiting the generality of the foregoing, the Servicer shall remain entitled
to
be reimbursed by the Advance Financing Person for all P&I Advances and/or
Servicing Advances funded by the Servicer to the extent the related Advance
Reimbursement Amounts have not been assigned or pledged to such Advance
Financing Person or Servicer’s Assignee.
(f) For
purposes of any Officer’s Certificate of the Servicer made pursuant to Section
4.03(d), any Nonrecoverable Advance referred to therein may have been made
by
such Servicer or any predecessor Servicer. In making its determination that
any
P&I Advance or Servicing Advance theretofore made has become a
Nonrecoverable Advance, the Servicer shall apply the same criteria in making
such determination regardless of whether such P&I Advance or Servicing
Advance shall have been made by the Servicer or any predecessor
Servicer.
(g) 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 Servicer, may be entered into by the Trustee, the
Depositor and the Servicer without the consent of any Certificateholder,
provided such amendment complies with Section 11.01 hereof. All reasonable
costs
and expenses (including attorneys’ fees) of each party hereto of any such
amendment shall be borne solely by the Servicer. The parties hereto hereby
acknowledge and agree that: (a) the P&I Advances and/or Servicing Advances
financed by and/or pledged to an Advance Financing Person under any Advance
Facility are obligations owed to the Servicer payable only from the cash flows
and proceeds received under this Agreement for reimbursement of P&I Advances
and/or Servicing Advances only to the extent provided herein, and the Trustee
and the Trust are not, as a result of the existence of any Advance Facility,
obligated or liable to repay any P&I Advances and/or Servicing Advances
financed by the Advance Financing Person; (b) the Servicer will be responsible
for remitting to the Advance Financing Person the applicable amounts collected
by it as reimbursement for P&I Advances and/or Servicing Advances funded by
the Advance Financing Person, subject to the provisions of this Agreement;
and
(c) the Trustee shall not have any responsibility to track or monitor the
administration of the financing arrangement between the Servicer and any Advance
Financing Person.
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
| SECTION 4.01 |
Distributions.
|
(a)(1)
On
each
Distribution Date, the Trust Administrator shall withdraw from the Distribution
Account an amount equal to the Available Distribution Amount for such
Distribution Date and shall distribute the following amounts, in the following
order of priority:
(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, 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, as set forth in Section
4.01(a)(1)(II)(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) concurrently,
to the Holders of each Class of Group II 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) to
the
Holders of the Group I Certificates, the Senior Interest Distribution Amount
related to such Certificates, remaining undistributed after the distribution
of
the Group I Interest Remittance Amount, as set forth in Section 4.01(a)(1)(I)(i)
above.
(III) On
each
Distribution Date, following the distributions made pursuant to Section
4.01(a)(1)(I) and (II) above, any remaining Group I Interest Remittance Amount
and Group II 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) to
the
Holders of the Group II Certificates (allocated among the Classes of Group
II
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, as described in Section 4.01(a)(2)(II)(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 (allocated among the Classes of Group
II
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) to
the
Holders of the Group I Certificates, after taking into account the distribution
of the Group I Principal Distribution Amount, as described in Section
4.01(a)(2)(I)(i) above, until the Certificate Principal Balance of such Class
has 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 sum of the Group I Principal Distribution Amount and the
Group
II 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
Balance of each such Class has been reduced to zero.
(IV) 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) to
the
Holders of the Group II Certificates (allocated among the Classes of Group
II
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, as described in Section 4.01(a)(2)(V)(i) below, up to an amount equal
to
the Group II Senior Principal Distribution Amount remaining undistributed,
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 II Principal Distribution Amount shall be
distributed in the following order of priority:
(i) to
the
Holders of the Group II Certificates (allocated among the Classes of Group
II
Certificates in the priority described in Section 4.01(a)(4) below), the Group
II Senior Principal Distribution Amount, until the Certificate Principal
Balances of such Classes have been reduced to zero; and
(ii) to
the
Holders of the Group I Certificates, after taking into account the distribution
of the Group I Principal Distribution Amount, as described in Section
4.01(a)(2)(IV)(i) above, up to an amount equal to the Group I Senior Principal
Distribution Amount remaining undistributed, until the Certificate Principal
Balance of such Class has 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 sum of the Group I Principal Distribution Amount
and
the Group II 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:
(i) 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
and the Group II Principal Distribution Amount;
(ii) 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;
(iii) 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;
(iv) to
the
Net WAC Rate Carryover Reserve Account, any Net WAC Rate Carryover Amounts
for
the Floating Rate Certificates;
(v) to
the
Holders of the Class CE-1 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-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; and
(vi) 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 II Certificates, all principal distributions will be
distributed sequentially, to the Class A-2A, Class A-2B, Class A-2C and Class
A-2D 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 Mezzanine Certificates and the Class CE-1 Certificates has been reduced
to
zero, principal distributions will be allocated concurrently, to the Class
A-2A,
Class A-2B, Class A-2C and Class A-2D 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
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 Cap Account (other than any termination
payments received under the Interest Rate Cap Agreement not related to an
optional termination of the Trust) 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 the difference
between (x) the Overcollateralization Deficiency Amount, if any, and (y) the
amount distributed pursuant to Section 4.01(a)(2) of this
Agreement;
(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 related 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 remaining undistributed.
(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 or withdrawn from the Distribution Account and distributed
to
the holders of the Class R-I Interest, as the case may be:
(i) to
Holders of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1,
REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I
Regular Interest I-LTA2C, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC
I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest
I-LTZZ and REMIC I Regular Interest I-LTP, in an amount equal to (A) the
Uncertificated Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates. Amounts
payable as Uncertificated Interest in respect of REMIC I Regular Interest I-LTZZ
shall be reduced when the sum of the REMIC I Overcollateralized Amount is less
than the REMIC I Required Overcollateralized Amount, by the lesser of (x) the
amount of such difference and (y) the Maximum I-LTZZ Uncertificated Interest
Deferral Amount and such amounts will be payable to the Holders of REMIC I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTM10,
in
the same proportion as the Overcollateralization Increase Amount is allocated
to
the Corresponding Certificates and the Uncertificated Balance of REMIC I Regular
Interest I-LTZZ shall be increased by such amount;
(ii) to
Holders of REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP,
REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP and REMIC
I
Regular Interest I-LTXX, pro
rata,
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 I Regular Interests, in an amount equal to the remainder of
the
REMIC I 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 I Regular Interest I-LTAA, until the Uncertificated Balance of such REMIC
I 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 I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A,
REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I
Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC
I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9 and REMIC I Regular
Interest I-LTM10, and in the same proportion as principal payments are allocated
to the Corresponding Certificates, until the Uncertificated Balances of such
REMIC I Regular Interests are reduced to zero and second, to the Holders of
REMIC I Regular Interest I-LTZZ, until the Uncertificated Balance of such REMIC
I Regular Interest is reduced to zero;
(c) to
the
Holders of REMIC I Regular Interest I-LTP, on the Distribution Date immediately
following the expiration of the latest Prepayment Charge as identified on the
Prepayment Charge Schedule or any Distribution Date thereafter until $100 has
been distributed pursuant to this clause;
(iv) to
the
Holders of REMIC I Regular Interests, in an amount equal to the remainder of
the
REMIC I 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 I Regular
Interests first, so as to keep the Uncertificated Balance of each REMIC I
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 I Regular Interest ending with the designation
“SUB,” so that the Uncertificated Balance of each such REMIC I 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 I
Regular Interests such that the REMIC I Subordinated Balance Ratio is
maintained); and third, any remaining principal to REMIC I Regular Interest
I-LTXX; and
(v) any
remaining amount to the Holders of the Class R Certificates (as Holder of the
Class R-I 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.
On
each
Distribution Date, for so long as Xxxxxx Loan Servicing LP is the servicer
of
the Mortgage Loans, the Trust Administrator will distribute to the Holders
of
the Class CE-2 Certificates the Excess Servicing Fee.
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 Interest Rate
Cap
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,
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) payments,
if any, made under the Interest Rate Cap Agreement and the amount distributed
to
the Floating Rate Certificates from payments made under the Interest Rate Cap
Agreement;
(xxx) the
Significance Percentage for such Distribution Date; and
(xxxi) 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 “OTS Method”).
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 and the Servicer,
a copy of the reports forwarded to the Regular Certificateholders on such
Distribution Date and a statement setting forth the amounts, if any, actually
distributed with respect to the Residual Certificates, respectively, on such
Distribution Date.
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 (xxxiii) 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 Cap Agreement. If on any such 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 Depositor shall file, by Form 10-D no
later than fifteen days following the related Distribution Date, the financial
statements of the Interest Rate Cap Provider as required by Item 1115 of
Regulation AB.
| 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. 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. 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. Notwithstanding anything to
the
contrary herein, the Servicer shall not be required to make any P&I Advances
with respect to principal for any REO Properties or any second lien Mortgage
Loans. In addition, the Servicer shall not be required to make any P&I
Advances with respect to the final payment of any balloon mortgage
loan.
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 any written means (i.e.,
telecopy, email, facsimile, etc.) by the close of business on the Business
Day
prior to the Distribution Date 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 and
the
Depositor
(whereupon, upon receipt of such certification, the Trust Administrator shall
forward a copy of such certification to the Trustee). 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 or the Depositor.
| SECTION 4.04 |
Allocation
of 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 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-1 Certificates for the related Interest
Accrual Period; second, to payments received under the Interest Rate Cap
Agreement, third, to the Class CE-1 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-1
Certificate 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) The
REMIC
I Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
shall be allocated by the Trust Administrator on each Distribution Date to
the
following REMIC I Regular Interests in the specified percentages, as follows:
first, to Uncertificated Interest payable to the REMIC I Regular Interest I-LTAA
and REMIC I Regular Interest I-LTZZ up to an aggregate amount equal to the
REMIC
I Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Balances of the REMIC I Regular Interest I-LTAA and REMIC I
Regular Interest I-LTZZ up to an aggregate amount equal to the REMIC I Principal
Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM10
and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest I-LTM10 has been reduced
to
zero; fourth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA,
REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTZZ, 98%, 1%
and
1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM9 has been reduced to zero; fifth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM8 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM8 has been reduced to zero; sixth, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM7 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM7 has been reduced to zero; seventh, to the Uncertificated Balances of
REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM6 and REMIC
I
Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC I Regular Interest I-LTM6 has been reduced to zero; eighth,
to
the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM5 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM5 has been reduced to zero; ninth, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM4 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM4 has been reduced to zero; tenth, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM3 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM3 has been reduced to zero; eleventh, to the Uncertificated Balances of
REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM2 and REMIC
I
Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC I Regular Interest I-LTM2 has been reduced to zero and twelfth,
to the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I
Regular Interest I-LTM1 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM1 has been reduced to zero.
(d) The
REMIC
I Sub WAC Allocation Percentage of all Realized Losses shall be applied after
all distributions have been made on each Distribution Date first, so as to
keep
the Uncertificated Balance of each REMIC I 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 I Regular
Interest ending with the designation “SUB,” so that the Uncertificated Balance
of each such REMIC I 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 I Regular Interests such that
the
REMIC I Subordinated Balance Ratio is maintained); and third, any remaining
Realized Losses shall be allocated to REMIC I Regular Interest
I-LTXX.
| 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.
| 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-AMC3.”
(b) On
each
Distribution Date, the Trust Administrator has been directed by the Class CE-1
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-1
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).
On
each
Distribution Date, after the payment of any Net WAC Rate Carryover Amounts
on
the Floating Rate Certificates, any amounts remaining in the Net WAC Rate
Carryover Reserve Account, shall be payable to the Trust Administrator as
additional compensation to it, subject to the immediately following
paragraph.
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
disregarded as an entity separate from the Holder of the Class CE-1 Certificates
unless and until the date when either (a) there is more than one Class CE-1
Certificateholder or (b) any Class of Certificates in addition to the Class
CE-1
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 and (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.
All
amounts deposited into the Net WAC Rate Carryover Reserve Account shall be
treated as amounts distributed by REMIC II to the Holder of the Class CE-1
Interest and by REMIC III to the Holder of the Class CE-1 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-1
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-1 Certificate, each Class CE-1 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-1 Certificateholders. By accepting a Class CE-1
Certificate, each Class CE-1 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.
| 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.
(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.
(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 15, 2008 and (y) unless and until a Form 15
Suspension Notice shall have been filed, on or prior to March 15 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 15th
of each
calendar year prior to the filing deadline for the Form 10-K.
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 15, 2008 and (y) unless and until a Form 15 Suspension Notice shall
have been filed, prior to March 15th
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.
The
Servicer shall be responsible for determining the pool concentration applicable
to any Sub-Servicer to which the Servicer delegated any of its responsibilities
with respect to the Mortgage Loans at any time, for purposes of disclosure
as
required by Items 1117 and 1119 of Regulation AB. The Trust Administrator will
provide electronic or paper copies of all Form 10-D, 8-K and 10-K filings free
of charge to any Certificateholder upon written request. Any expenses incurred
by the Trust Administrator in connection with the previous sentence shall be
reimbursable to the Trust Administrator out of the Trust Fund.
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 (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, (A) 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 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
and
(B) the Servicer shall indemnify and hold harmless the Depositor, the Trust
Administrator and their respective 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 arising out of third party claims based
upon (i) a breach of such Servicer’s obligations under Section 3.20, Section
3.21 or this Section 4.07, (ii) any material misstatement or omission contained
in the Assessment of Compliance provided by the Servicer pursuant to Section
3.21 or (iii) any information correctly derived by the Trust Administrator
from the Remittance Report and
included in a Form 10-D. If the indemnification
provided for herein is unavailable or insufficient to hold harmless the
Depositor, then (i) 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 and (ii) the Servicer 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 Servicer on the other. Notwithstanding the foregoing, in no event shall
the
Trust Administrator or the Servicer be liable for any consequential, indirect
or
punitive damages.
| SECTION 4.08 |
Cap
Account.
|
(a) No
later
than the Closing Date, the Trust Administrator shall establish and maintain
with
itself or the Cap Administrator, a separate, segregated trust account titled,
“Citibank, N.A, as Cap Trustee, in trust for the registered holders of Citigroup
Mortgage Loan Trust 2007-AMC3, Asset-Backed Certificates, Series 2007-AMC3—Cap
Account.” Such account shall be an Eligible Account and amounts therein shall be
held uninvested.
(b) Prior
to
each Distribution Date, pursuant to the Cap Administration Agreement, prior
to
any distribution to any Certificate, the Cap Administrator on behalf of the
Cap
Trustee shall deposit into the Cap Account amounts received by it under the
Interest Rate Cap Agreement, for distribution in accordance with Section
4.01(a)(6) above.
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Cap Account be disregarded as an entity
separate from the Holder of the Class CE-1 Certificates unless and until the
date when either (a) there is more than one Class CE-1 Certificateholder or
(b)
any Class of Certificates in addition to the Class CE-1 Certificates is
recharacterized as an equity interest in the Cap Account for federal income
tax
purposes, in which case it is the intention of the parties hereto that, for
federal and state income and state and local franchise tax purposes, the Cap
Account be treated as a partnership. If the Cap 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 Cap
Account and (ii) prepare and file, or cause to be prepared and filed, any
necessary federal, state or local tax returns for the Cap Account. The Cap
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 Cap Account shall be released by the Trust Fund and distributed
to the Class CE-1 Certificateholders or their designees. The Cap Account shall
be part of the Trust Fund but not part of any Trust REMIC and any payments
to
the Holders of the 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).
By
accepting a Class CE-1 Certificate, each Class CE-1 Certificateholder hereby
agrees to direct the Trust Administrator, and the Trust Administrator is hereby
directed, to deposit into the Cap Account the amounts described above on each
Distribution Date.
| SECTION 4.09 |
Interest
Rate Cap Collateral Account.
|
The
Trust
Administrator (in its capacity as Cap Trustee) is hereby directed to perform
the
obligations of the Custodian as defined under the Interest Rate Cap Credit
Support Annex (the “Interest Rate Cap Custodian”). On or before the Closing
Date, the Interest Rate Cap Custodian shall establish an Interest Rate Cap
Collateral Account. The Interest Rate Cap Collateral Account shall be held
in
the name of the Interest Rate Cap Custodian in trust for the benefit of the
Certificateholders. The Interest Rate Cap Collateral Account must be an Eligible
Account and shall be titled “Interest Rate Cap Collateral Account, Citibank,
N.A., as Interest Rate Cap Custodian for registered Certificateholders of
Citigroup Mortgage Loan Trust 2007-AMC3, Asset-Backed Pass-Through Certificates,
Series 2007-AMC3.”
The
Interest Rate Cap Custodian shall credit to the Interest Rate Cap Collateral
Account all collateral (whether in the form of cash or securities) posted by
the
Interest Rate Cap Provider to secure the obligations of the Interest Rate Cap
Provider in accordance with the terms of the Interest Rate Cap Agreement. Except
for investment earnings, the Interest Rate Cap Provider shall not have any
legal, equitable or beneficial interest in the Interest Rate Cap Collateral
Account other than in accordance with this Agreement, the Interest Rate Cap
Agreement, and applicable law. The Interest Rate Cap Custodian shall maintain
and apply all collateral earnings thereon on deposit in the Interest Rate Cap
Collateral Account in accordance with the Interest Rate Cap Credit Support
Annex.
Cash
collateral posted by the Interest Rate Cap Provider in accordance with the
Interest Rate Cap Credit Support Annex shall be invested at the written
direction of the Interest Rate Cap Provider in Permitted Investments in
accordance with the requirements of the Interest Rate Cap Credit Support Annex.
All amounts earned on amounts on deposit in the Interest Rate Cap Collateral
Account (whether cash collateral or securities) shall be for the account of
and
taxable to the Interest Rate Cap Provider.
In
no
event shall the Interest Rate Cap Custodian be liable for the selection of
Permitted Investments or for investment losses incurred thereon. The Interest
Rate Cap 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 Interest Rate Cap Provider to provide timely written
direction.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined in
the
Interest Rate Cap Agreement) with respect to the Interest Rate Cap Provider
or
upon occurrence or designation of an Early Termination Date (as defined in
the
Interest Rate Cap Agreement) as a result of any such Event of Default or
Specified Condition with respect to the Interest Rate Cap Provider, and, in
either such case, unless the Interest Rate Cap Provider has paid in full all
of
its Obligations (as defined in the Interest Rate Cap Credit Support Annex)
that
are then due, then any collateral posted by the Interest Rate Cap Provider
in
accordance with the Interest Rate Cap Credit Support Annex shall be applied
to
the payment of any Obligations due to Party B (as defined in the Interest Rate
Cap Agreement) in accordance with the Interest Rate Cap Credit Support Annex.
Any excess amounts held in such Interest Rate Cap Collateral Account after
payment of all amounts owing to Party B under the Interest Rate Cap Agreement
shall be withdrawn from the Interest Rate Cap Collateral Account and paid to
the
Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit
Support Annex.
| SECTION 4.10 |
Rights
and Obligations Under the Interest Rate Cap
Agreement.
|
In
the
event that the Interest Rate Cap Provider fails to perform any of its
obligations under the Interest Rate Cap Agreement (including, without
limitation, its obligation to make any payment or transfer collateral), or
breaches any of its representations and warranties thereunder, or in the event
that any Event of Default, Termination Event, or Additional Termination Event
(each as defined in the Interest Rate Cap Agreement) occurs with respect to
the
Interest Rate Cap Agreement, the Trust Administrator (in its capacity as Cap
Trustee) shall, promptly following actual knowledge of such failure, breach
or
event, notify the Depositor and send any notices and make any demands, on behalf
of the Cap Trust, required to enforce the rights of the Cap Trust under the
Interest Rate Cap Agreement.
In
the
event that the Interest Rate Cap Provider’s obligations are guaranteed by a
third party under a guaranty relating to the Interest Rate Cap Agreement (such
guaranty the “Guaranty” and such third party the “Guarantor”), then to the
extent that the Interest Rate Cap Provider fails to make any payment by the
close of business on the day it is required to make payment under the terms
of
the Interest Rate Cap Agreement, the Trust Administrator (in its capacity as
Cap
Trustee) shall, promptly following actual knowledge of the Interest Rate Cap
Provider’s failure to pay, demand that the Guarantor make any and all payments
then required to be made by the Guarantor pursuant to such Guaranty; provided,
that the Trust Administrator (in its capacity as Cap Trustee) shall in no event
be liable for any failure or delay in the performance by the Interest Rate
Cap
Provider or any Guarantor of its obligations hereunder or pursuant to the
Interest Rate Cap Agreement and the Guaranty, nor for any special, indirect
or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits) in connection therewith.
Upon
an
early termination of the Interest Rate Cap Agreement other than in connection
with the optional termination of the Trust, the Trust Administrator (in its
capacity as Cap Trustee) will, at the direction of the Depositor, use reasonable
efforts to appoint a successor interest rate cap provider to enter into a new
interest rate cap agreement on terms substantially similar to the Interest
Rate
Cap Agreement, with a successor interest rate cap provider meeting all
applicable eligibility requirements. If the Trust Administrator (in its capacity
as Cap Trustee) receives a termination payment from the Interest Rate Cap
Provider in connection with such early termination, the Trust Administrator
(in
its capacity as Cap Trustee) will apply such termination payment to any upfront
payment required to appoint the successor interest rate cap provider.
If
the
Trust Administrator (in its capacity as Cap Trustee) is unable to appoint a
successor interest rate cap provider within 30 days of the early termination,
then the Trust Administrator (in its capacity as Cap Trustee) will deposit
any
termination payment received from the original Interest Rate Cap 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 payment, if any, that would have been
paid to the Trust Administrator (in its capacity as Cap Trustee) by the original
Interest Rate Cap Provider calculated in accordance with the terms of the
original Interest Rate Cap Agreement, and distribute such amount in accordance
with the terms of Section 4.01(a)(6) herein and as set forth in the Cap
Administration Agreement.
Upon
an
early termination of the Interest Rate Cap Agreement in connection with the
optional termination of the Trust, if the Trust Administrator (in its capacity
as Cap Trustee) receives a termination payment from the Interest Rate Cap
Provider, such termination payment will be distributed in accordance with
Section 4.01(a)(6) herein and as set forth in the Cap Administration
Agreement.
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-20. 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.
| 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-1, Class CE-2, 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-1, Class CE-2, 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 Class CE-1, Class CE-2, Class P or Residual 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”), as certified by such transferee in the form of
Exhibit G, unless the Trust Administrator is provided with an Opinion of Counsel
on which the Trust Administrator, the Depositor, the Trustee and the Servicer
may rely, to the effect that the purchase of such Certificates is permissible
under ERISA and the Code, will not constitute or result in any non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Servicer, the Trustee, the Trust Administrator or
the
Trust Fund to any obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those undertaken in
this
Agreement, which Opinion of Counsel shall not be an expense of the Depositor,
the Servicer, the Trustee, the Trust Administrator or the Trust Fund. Neither
a
certification nor an Opinion of Counsel will be required 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-1,
Class CE-2, Class P or Residual Certificate to the issuer under the Indenture
or
the indenture trustee under the Indenture or (iii) a transfer of any such Class
CE-1, Class CE-2, Class P or Residual Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or
an
Affiliate of the Depositor (in which case, the Depositor or any Affiliate
thereof shall have deemed to have represented that such Affiliate is not a
Plan
or a Person investing Plan Assets) and the Trust Administrator shall be entitled
to conclusively rely upon a representation (which, upon the request of the
Trust
Administrator, shall be a written representation) from the Depositor of the
status of such transferee as an affiliate of the Depositor.
In
addition, any person who is a Plan or using Plan Assets and is acquiring a
Class
A-1 Certificate in reliance on the Underwriter’s Exemption shall represent or be
deemed to have represented that it is an “accredited investor” within the
meaning of Rule 501(a)(1) of Regulation D of the Securities Act, and will obtain
a representation from any transferee that such transferee is an accredited
investor so long as it is required to obtain a representation regarding
compliance with the Securities Act.
Each
beneficial owner of a Mezzanine Certificate or any interest therein shall be
deemed to have represented, by virtue of its acquisition or holding of that
certificate or interest therein, that either (i) it is not a Plan investor,
(ii)
except in the case of the Class M-10 Certificate, it has acquired and is holding
such Certificate in reliance on Prohibited Transaction Exemption (“PTE”) 91-23,
as amended by XXX 00-00, XXX 0000-00, XXX 0000-00 and PTE 2007-05 (the
“Underwriters’ Exemption”), and it understands that there are certain conditions
to the availability of the Underwriters’ Exemption, including that such
Certificate must be rated, at the time of purchase, not lower than “BBB-” (or
its equivalent) by S&P, Fitch, Dominion Bond Rating Service Limited (known
as DBRS Limited), Dominion Bond Rating Service, Inc. (known as DBRS, Inc.)
or
Xxxxx’x and the Certificate is so rated, and that it will represent that it is
an “accredited investor” as defined in Rule 501(a)(1) of Regulation D issued
under the Securities Act and will obtain a representation from any transferee
that such transferee is an accredited investor so long as it is required to
obtain a representation regarding compliance with the Securities Act, or (iii)
(1) it is an insurance company, (2) the source of funds used to acquire or
hold
the Certificate or interest therein is an “insurance company general account,”
as such term is defined in PTCE 95-60, and (3) the conditions in Sections I
and
III of PTCE 95-60 have been satisfied.
If
any
Certificate or any interest therein is acquired or held in violation of the
provisions of the preceding two paragraphs, the next preceding permitted
beneficial owner will be treated as the beneficial owner of that Certificate
retroactive to the date of transfer to the purported beneficial owner. Any
purported beneficial owner whose acquisition or holding of any such Certificate
or interest therein was effected in violation of the provisions of the preceding
two paragraphs shall indemnify and hold harmless the Depositor, the Servicer,
the Trustee, the Trust Administrator and the Trust Fund from and against any
and
all liabilities, claims, costs or expenses incurred by those parties as a result
of that acquisition or holding.
No
transfer of any Class CE-1 Certificate shall be made unless the proposed
transferee of such Class CE-1 Certificate (1) provides to the Trustee the
appropriate tax certification forms that would eliminate any withholding or
deduction for taxes from amounts payable by the Cap Provider, pursuant to the
Interest Rate Cap Agreement, to the Cap Trustee (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),
together with any applicable attachments) and (2) agrees to update such form
(a)
upon expiration of any such form, (b) as required under then applicable U.S.
Treasury regulations and (c) promptly upon learning that such form has become
obsolete or incorrect, each as a condition to such transfer. In addition, no
transfer of any Class CE-1 Certificate shall be made if such transfer would
cause the Cap Trust to be beneficially owned by two or more persons for federal
income tax purposes, or continue to be so treated, unless (i) each proposed
transferee of such Class CE-1 Certificate complies with the foregoing
conditions, (ii) the proposed majority holder of the Class CE-1 Certificates
(or
each holder, if there is or would be no majority holder) (A) provides, or causes
to be provided, on behalf of the Cap Trust, if applicable, the appropriate
tax
certification form that would be required from the Cap Trust to eliminate any
withholding or deduction for taxes from amounts payable by the Cap Provider,
pursuant to the Interest Rate Cap Agreement, to the Cap Trustee (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), together with any applicable attachments) and (B)
agrees to update such form (x) upon expiration of any such form, (y) as required
under then applicable U.S. Treasury regulations and (z) promptly upon learning
that such form has become obsolete or incorrect. If, under applicable U.S.
Treasury regulations, such tax certification form may only be signed by a
trustee acting on behalf of the Cap Trust, then the Cap Trustee shall sign
such
certification form if so requested by a holder of the Class CE-1 Certificates.
Upon receipt of any tax certification form pursuant to the preceding conditions
from a proposed transferee of any Class CE-1 Certificate, the Trustee shall
forward each tax certification form attributable to the Interest Rate Cap
Agreement to the Cap Trustee. The Cap Trustee shall forward such tax
certification forms provided to them to the Cap Provider. Each holder of a
Class
CE-1 Certificate and each transferee thereof shall be deemed to have consented
to the Cap Trustee forwarding to the Cap Provider any tax certification form
it
has provided and updated in accordance with these transfer restrictions. Any
purported sales or transfers of any Class CE-1 Certificate to a transferee
which
does not comply with the requirements of this paragraph shall be deemed null
and
void under this Agreement.
(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, 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 two separate Certificates, each representing such
Holder’s respective Percentage Interest in the Class R-I Interest and the Class
R-II Interest that was evidenced by the Class R Certificate being exchanged
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 two
separate Certificates, each representing such Holder’s respective Percentage
Interest in the Class R-III Interest, the Class R-IV Interest and the Class
R-V
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.
| 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.
| 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.
| 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
| 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.
| 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
limited partnership under the laws of the jurisdiction of its formation. 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).
| SECTION 6.03 |
Limitation
on Liability of the Depositor, the Servicer and
Others.
|
None
of
the Depositor, the Servicer (and any Sub-Servicer) or any of the directors,
officers, employees or agents of the Depositor or the Servicer (and any
Sub-Servicer) shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of
any
action in good faith pursuant to this Agreement or 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) 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) and any director, officer,
employee or agent of the Depositor or the Servicer may rely in good faith on
any
document of any kind which, prima
facie,
is
properly executed and submitted by any Person respecting any matters arising
hereunder or the related Sub-Servicing Agreement, as applicable. The Depositor,
the Servicer (and any Sub-Servicer) and any director, officer, employee or
agent
of the Depositor or the Servicer (and any Sub-Servicer) 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 or the Servicer (and any Sub-Servicer) shall be under any obligation
to appear in, prosecute or defend any legal action unless such action is related
to its respective duties under this Agreement 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 and the
Servicer (and any Sub-Servicer) 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 or the Servicer (and any Sub-Servicer) acts without the consent of
Holders of Certificates entitled to at least 51% of the Voting Rights (which
consent shall not be necessary in the case of litigation or other legal action
by either to enforce their respective rights or defend themselves hereunder
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) and the
Servicer (and any Sub-Servicer) 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.
| 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.
Notwithstanding
anything to the contrary above, the Trustee, the Trust Administrator and the
Depositor hereby specifically (i) consent to the pledge and assignment by the
Servicer of all of the Servicer’s right, title and interest in, to and under
this Agreement to the Servicing Rights Pledgee, for the benefit of certain
lenders and (ii) provided that no Servicer Event of Default exists, agree that
upon delivery to the Trust Administrator by the Servicing Rights Pledgee of
a
letter signed by the Servicer whereunder the Servicer shall resign as Servicer
under this Agreement, the Servicing Rights Pledgee or its designee shall become
the successor Servicer, provided that at the time of such assumption by the
Servicing Rights Pledgee or its designee of the role of successor Servicer,
the
Servicing Rights Pledgee or its designee meets the requirements of a successor
Servicer pursuant to Section 7.02(a) hereof and agrees to be subject to the
terms of this Agreement. 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.
| 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 the 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.
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 30
days (or if such failure or breach cannot be remedied within 30 days, then
such
remedy shall have been commenced within 30 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 (vi) 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.
| SECTION 7.02 |
Trust
Administrator or Trustee to Act; Appointment of Successor
Servicer.
|
(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.
In
the event of a Servicer Event of Default, notwithstanding anything to the
contrary above, the Trustee, the Trust Administrator and the Depositor hereby
agree that upon delivery to the Trust Administrator by the Servicing Rights
Pledgee of a letter signed by the Servicer within ten Business Days of when
notification of such event shall have been provided to the Trust Administrator,
whereunder the Servicer shall resign as Servicer under this Agreement, the
Servicing Rights Pledgee or its designee shall become the successor Servicer,
provided that at the time of such assumption
by the Servicing Rights Pledgee or its designee of the role of successor
Servicer,
the Servicing Rights Pledgee or
its designee
meets the requirements of a successor Servicer set forth above and the Servicing
Rights Pledgee or its designee agrees to be subject to the terms of this
Agreement.
(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).
| 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 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.
| 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
| 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.
| 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.
| 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.
| 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.
| 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 the 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.
| SECTION 8.06 |
Eligibility
Requirements for Trustee and Trust
Administrator.
|
Each
of
the Trustee and the Trust Administrator hereunder shall at all times be a
corporation or an association organized and doing business under the laws of
any
state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee or the Trust Administrator, as the case may be, shall resign immediately
in the manner and with the effect specified in Section 8.07.
| SECTION 8.07 |
Resignation
and Removal of the Trustee and the Trust
Administrator.
|
Either
of
the Trustee or the Trust Administrator may at any time resign and be discharged
from the trust hereby created by giving written notice thereof to the Depositor,
the 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 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
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.
| 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.
Any
Person appointed as successor trust administrator pursuant to this Section
shall
also be required to serve as successor cap administrator and successor cap
trustee under the Interest Rate Cap Agreement and the Cap Administration
Agreement.
| SECTION 8.09 |
Merger
or Consolidation of Trustee or Trust
Administrator.
|
Any
corporation or association into which either the Trustee or the Trust
Administrator may be merged or converted or with which it may be consolidated
or
any corporation or association resulting from any merger, conversion or
consolidation to which the Trustee or the Trust Administrator, as the case
may
be, shall be a party, or any corporation or association succeeding to the
business of the Trustee or the Trust Administrator, as applicable, shall be
the
successor of the Trustee or the Trust Administrator, as the case may be,
hereunder, provided such corporation or association shall be eligible under
the
provisions of Section 8.06, without the execution or filing of any paper or
any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
| SECTION 8.10 |
Appointment
of Co-Trustee or Separate Trustee.
|
Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of REMIC I or property
securing the same may at the time be located, the 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.
| 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.
| 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.
| 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
| SECTION 9.01 |
Termination
Upon Repurchase or Liquidation of the Mortgage
Loans.
|
(a) Subject
to Section 9.02, the respective obligations and responsibilities under this
Agreement of the Depositor, the Servicer, the Trustee and the Trust
Administrator with respect to the Mortgage Loans (other than the obligations
of
the 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) 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 Terminator, as defined below, (on a servicing retained basis)
of
all Mortgage Loans and each related REO Property remaining in REMIC I and (ii)
the final payment or other liquidation (or any advance with respect thereto)
of
the last Mortgage Loan or related REO Property remaining in REMIC I; 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).
Subject
to Section 3.10 hereof, the purchase by the Terminator of all Mortgage Loans
and
each REO Property remaining in REMIC I shall be at a price equal to the greater
of (i) 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 (ii)
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 (the “Termination
Price”);
provided, however, such option may only be exercised if the Termination Price
is
sufficient to result in the payment of all interest accrued on, as well as
amounts necessary to retire the principal balance of, each class of notes issued
pursuant to the Indenture.
(b) The
Servicer shall have the right (the party exercising such right, the
“Terminator”),
to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC
I
pursuant to clause (i) of the preceding paragraph no later than the
Determination Date in the month immediately preceding the Distribution Date
on
which the Certificates will be retired; provided, however, that the Terminator
may elect to purchase all of the Mortgage Loans and each REO Property remaining
in REMIC I pursuant to clause (i) above only if 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. 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-1 Certificates.
(c) 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 for deposit in the Distribution Account
not
later than the last Business Day of the month next preceding the month in which
such distribution will be made an amount in immediately available funds equal
to
the Termination Price. Upon certification to the Trust Administrator and the
Trustee by a Servicing Officer of the making of such final deposit, the Trustee
shall promptly release or cause to be released to the related Terminator the
Mortgage Files for the remaining Mortgage Loans and the Trustee shall execute
all assignments, endorsements and other instruments delivered to it which are
necessary to effectuate such transfer.
(d) 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.
| 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 Trust Administrator 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.
ARTICLE
X
REMIC
PROVISIONS
| SECTION 10.01 |
REMIC
Administration.
|
(a) The
Trust
Administrator shall elect to treat each REMIC created hereunder as a REMIC
under
the Code and, if necessary, under applicable state law. Such election will
be
made by the Trust Administrator on behalf of the Trustee on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect
of
REMIC I, the REMIC I Regular Interests shall be designated as the Regular
Interests in REMIC I and the Class R-I Interest shall be designated as the
Residual Interest in REMIC I. The Floating Rate Certificates, the Class CE
Interest and the Class P Interest 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 Class CE Certificates 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 P Certificates 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. 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.
| 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.
| 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 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, (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 Depositor, the
Servicer, the Trust Administrator or the Trustee shall enter into any amendment
to Section 4.09 or Section 11.10 of this Agreement without the prior written
consent of the Interest Rate Cap Provider (such consent not to be unreasonably
withheld, conditioned or delayed) if such amendment could reasonably be expected
to have a material adverse effect on the rights and interests of the Interest
Rate Cap Provider.
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.
| 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.
| 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.
| 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, 0000 Xxxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000,
Attention: Xxxxxx XxXxxxx, 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 and (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-AMC3 (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.
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. [Reserved];
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.
|
With
respect to Section 4.09, the Interest Rate Cap Provider shall be deemed a
third-party beneficiary of this Agreement to the same extent as if it were
a
party hereto, and shall have the right to enforce the provisions of this
Agreement.
| 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 agrees that (a) the obligations of the parties hereunder shall be
interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
consistent with any such amendments, interpretive advice or guidance, convention
or consensus among active participants in the asset-backed securities markets,
opinion of counsel, or otherwise in respect of the requirements of Regulation
AB, (c) the parties shall comply with requests made by the Depositor for
delivery of additional or different information, to the extent that such
information is available or reasonably attainable, as the Depositor may
determine in good faith is necessary to comply with the provisions of Regulation
AB, and (d) no amendment of this Agreement shall be required to effect any
such
changes in the parties’ obligations as are necessary to accommodate evolving
interpretations of the provisions of Regulation AB; provided, however, that
any
such changes shall require the consent of each of the parties
hereto.
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 X. Xxxxx
|
||||||||||||
|
Name:
|
Xxxxxxx X. Xxxxx | ||||||||||||
|
Title:
|
Assistant Vice President | ||||||||||||
|
XXXXXX
LOAN SERVICING LP,
as
Servicer
|
|||||||||||||
|
By:
|
/s/
Xxxxxx XxXxxxx
|
||||||||||||
|
Name:
|
Xxxxxx XxXxxxx | ||||||||||||
|
Title:
|
Senior Vice President | ||||||||||||
|
CITIBANK,
N.A.,
as
Trust Administrator
|
|||||||||||||
|
By:
|
/s/
Xxxxxxx Xxxxxxx
|
||||||||||||
|
Name:
|
Xxxxxxx Xxxxxxx | ||||||||||||
|
Title:
|
Vice President | ||||||||||||
|
U.S.
BANK NATIONAL ASSOCIATION,
not
in its individual capacity but solely as
Trustee
|
|||||||||||||
|
By:
|
/s/
Xxxxxxxxx Xxxxxx
|
||||||||||||
|
Name:
|
Xxxxxxxxx Xxxxxx | ||||||||||||
|
Title:
|
Assistant Vice President | ||||||||||||
|
STATE
OF_____________
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF___________
|
)
|
On
the
____ day of __________ 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 __________ 2007, before me, a notary public in and for said State,
personally appeared _________________, known to me to be a ________________
of
Xxxxxx Loan 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_____________
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF___________
|
)
|
On
the
____ day of __________ 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 __________ 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]
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 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.
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”).
ANY
TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
IN SECTION 5.02(b) OF THE AGREEMENT.
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class A-1 Certificates as of
the
Issue Date: $414,017,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$414,017,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
17312E AA4
|
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.
Any
transferee of this Certificate will be deemed to have made the representations
in Section 5.02(b) of the Agreement.
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.
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:
April ___, 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-2A CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class A-2A Certificates as of
the
Issue Date:
$223,532,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
: $223,532,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
17312E AB2
|
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-2A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
A-2A 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-2A
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.
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:
April ___, 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-2B CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class A-2B Certificates as of
the
Issue Date: $65,683,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$65,683,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
17312E AC0
|
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-2B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
A-2B 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-2B
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.
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:
April ___, 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-2C CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class A-2C Certificates as of
the
Issue Date: $83,311,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$83,311,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
17312E AD8
|
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-2C Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
A-2C 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-2C
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.
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:
April ___, 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-5
FORM
OF
CLASS A-2D CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class A-2D Certificates as of
the
Issue Date: $58,165,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$58,165,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
17312E AE6
|
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-2D Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
A-2D 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-2D
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.
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:
April ___, 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.
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 EXCEPT IN COMPLIANCE
WITH THE PROCEDURES IN SECTION 5.02(b) OF THE AGREEMENT.
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class M-1 Certificates as of
the
Issue Date: $32,769,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$32,769,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
17312E AF3
|
|
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.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the 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:
April ___, 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.
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 EXCEPT IN COMPLIANCE
WITH THE PROCEDURES IN SECTION 5.02(b) OF THE AGREEMENT.
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class M-2 Certificates as of
the
Issue Date: $29,128,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$29,128,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
17312E AG1
|
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.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the 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:
April ___, 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.
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 EXCEPT IN COMPLIANCE
WITH THE PROCEDURES IN SECTION 5.02(b) OF THE AGREEMENT.
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class M-3 Certificates as of
the
Issue Date: $17,684,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
: $17,684,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
17312E AH9
|
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.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the 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:
April ___, 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.
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 EXCEPT IN COMPLIANCE
WITH THE PROCEDURES IN SECTION 5.02(b) OF THE AGREEMENT.
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class M-4 Certificates as of
the
Issue Date: $15,084,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$15,084,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
00000X XX0
|
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.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the 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:
April ___, 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.
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 EXCEPT IN COMPLIANCE
WITH THE PROCEDURES IN SECTION 5.02(b) OF THE AGREEMENT.
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class M-5 Certificates as of
the
Issue Date: $14,564,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$14,564,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
17312E AK2
|
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.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the 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:
April ___, 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.
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 EXCEPT IN COMPLIANCE
WITH THE PROCEDURES IN SECTION 5.02(b) OF THE AGREEMENT.
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class M-6 Certificates as of
the
Issue Date: $14,044,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$14,044,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
17312E AL0
|
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.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the 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:
April ___, 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.
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.
ANY
TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
IN SECTION 5.02(b) OF THE AGREEMENT.
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class M-7 Certificates as of
the
Issue Date: $12,483,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$12,483,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
17312E AM8
|
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.
Any
transferee of this Certificate will be deemed to have made the representations
in Section 5.02(b) of the Agreement.
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.
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:
April ___, 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.
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.
ANY
TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
IN SECTION 5.02(b) OF THE AGREEMENT.
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class M-8 Certificates as of
the
Issue Date: $8,843,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$8,843,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
17312E AN6
|
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.
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.
Any
transferee of this Certificate will be deemed to have made the representations
in Section 5.02(b) of the Agreement.
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.
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:
April ___, 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.
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.
ANY
TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
IN SECTION 5.02(b) OF THE AGREEMENT.
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class M-9 Certificates as of
the
Issue Date: $10,403,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$10,403,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
17312E AP1
|
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.
Any
transferee of this Certificate will be deemed to have made the representations
in Section 5.02(b) of the Agreement.
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.
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:
April ___, 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.
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 EXCEPT IN COMPLIANCE
WITH THE PROCEDURES IN SECTION 5.02(b) OF THE AGREEMENT.
|
Series
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class M-10 Certificates as of
the
Issue Date: $10,403,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$10,403,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: April 1, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: April 30, 2007
|
|
|
CUSIP:
17312E AQ9
|
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.
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 except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the 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:
April ___, 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-1 CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS 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 EXCEPT IN COMPLIANCE
WITH THE PROCEDURES DESCRIBED
HEREIN.
|
Series:
2007-AMC3
|
Aggregate
Certificate Principal Balance of the Class CE-1 Certificates as of
the
Issue Date: $30,168,295.50
|
|
|
Pass-Through
Rate: Variable
|
Denomination:
$30,168,295.50
|
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: April 1,
2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
|
Aggregate
Notional Amount of the Class CE-1
Certificates as of the Issue Date: $1,040,281,295.50
|
Issue
Date: April 30, 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 Citigroup
Global Markets Realty Corp. is
the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
CE-1 Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class CE-1 Certificates in REMIC II created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
“Agreement”), among Citigroup Mortgage Loan Trust Inc. (hereinafter called the
“Depositor,” which term includes any successor entity under the Agreement), the
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 (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and any
Sub-Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement. In addition, no transfer
of
this Certificate shall be made except in accordance with the tax certification
form 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:
April ___, 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 CE-2 CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS 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 EXCEPT IN COMPLIANCE
WITH THE PROCEDURES DESCRIBED HEREIN.
|
Series:
2007-AMC3
|
Aggregate
Percentage Interest of the Class CE-2 Certificates as of the Issue
Date:
100%
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: April 1,
2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
First
Distribution Date: May 25, 2007
|
Trust
Administrator: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: Xxxxx 00, 0000
|
XXXXX
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 Citigroup Global Markets Realty Corp. is the registered owner
of
a Percentage Interest in that certain beneficial ownership interest evidenced
by
all the Class CE-2 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the 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-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 (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and any
Sub-Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement. In addition, no transfer
of
this Certificate shall be made except in accordance with the tax certification
form 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:
April ___, 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 P CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES DESCRIBED HEREIN.
|
Series:
2007-AMC3
|
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: April 1,
2007
|
Denomination:
$100.00
|
|
First
Distribution Date: May 25, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
No.
1
|
Trust
Administrator: Citibank, N.A.
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: April 30, 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 Realty Corp. is the registered owner
of
a Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate 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 II created pursuant to a Pooling and Servicing Agreement,
dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
Inc. (hereinafter called the “Depositor,” which term includes any successor
entity under the Agreement), the 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 (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and any
Sub-Servicer against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(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:
April ___, 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 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 EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH
TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
OR
POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
ANY
ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
OR
COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
IS
PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
|
Series
2007-AMC3
|
Aggregate
Percentage Interest of the Class R Certificates as of the Issue Date:
100%
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: April 1,
2007
|
|
|
First
Distribution Date: May 25, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
No.
1
|
Trust
Administrator: Citibank, N.A.
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: April 30, 2007
|
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 specified above 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 except
in
accordance with Section 5.02(b) of the Agreement.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that (A)
the
Class R Certificates have been designated as a residual interest in REMIC I
and
REMIC II, (B) it will include in its income a pro rata share of the net income
of the Trust Fund and that such income may be an “excess inclusion,” as defined
in the Code, that, with certain exceptions, cannot be offset by other losses
or
benefits from any tax exemption, and (C) it expects to have the financial means
to satisfy all of its tax obligations including those relating to holding the
Class R Certificates. Notwithstanding the registration in the Certificate
Register of any transfer, sale or other disposition of this Certificate to
a
Disqualified Organization or an agent (including a broker, nominee or middleman)
of a Disqualified Organization, such registration shall be deemed to be of
no
legal force or effect whatsoever and such Person shall not be deemed to be
a
Certificateholder for any purpose, including, but not limited to, the receipt
of
distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon REMIC I or REMIC
II.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the 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 purchase by the holders of the Class CE
Certificates or the Servicer of all Mortgage Loans and related REO Property
remaining in REMIC I, (ii) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I. 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:
April ___, 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-20
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 EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH
TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
OR
POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
ANY
ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
OR
COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
IS
PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
|
Series
2007-AMC3
|
Aggregate
Percentage Interest of the Class R-X Certificates as of the Issue
Date:
100%
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: April 1,
2007
|
|
|
First
Distribution Date: May 25, 2007
|
Servicer:
Xxxxxx Loan Servicing LP
|
|
No.
1
|
Trust
Administrator: Citibank, N.A.
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: April 30, 2007
|
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 specified above 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 except
in
accordance with Section 5.02(b) of the Agreement.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that (A)
the
Class R-X Certificates have been designated as a residual interest in REMIC
I
and REMIC II, (B) it will include in its income a pro rata share of the net
income of the Trust Fund and that such income may be an “excess inclusion,” as
defined in the Code, that, with certain exceptions, cannot be offset by other
losses or benefits from any tax exemption, and (C) it expects to have the
financial means to satisfy all of its tax obligations including those relating
to holding the Class R-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 I or REMIC
II.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the 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 purchase by the holders of the Class CE
Certificates or the Servicer of all Mortgage Loans and related REO Property
remaining in REMIC I, (ii) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I. 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:
April ___, 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, Cap 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 Servicer, 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 Servicer 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
|
EXHIBIT
D
FORM
OF
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE
LOAN PURCHASE AGREEMENT
This
is a
Mortgage Loan Purchase Agreement (the “Agreement”), dated April 2, 2007, between
Citigroup Mortgage Loan Trust Inc., a Delaware corporation (the “Purchaser”),
and Citigroup Global Markets Realty Corp., a New York corporation (the
“Seller”).
Preliminary
Statement
The
Seller intends to sell the Mortgage Loans (as hereinafter defined) to the
Purchaser on the terms and subject to the conditions set forth in this
Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
pool comprising the trust fund. The trust fund will be evidenced by a single
series of mortgage pass-through certificates designated as Series 2007-AMC3
(the
“Certificates”). The Certificates will consist of twenty classes of
certificates. The Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of April 1, 2007 (the “Pooling and Servicing
Agreement”), among the Purchaser as depositor (the “Depositor”), Xxxxxx
Loan 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 April
30, 2007 (the “Closing Date”), certain conventional residential mortgage loans
(the “Mortgage Loans”) originated
by Argent Mortgage Company, L.L.C. (“Argent”) and Ameriquest Mortgage Company
(“Ameriquest”; together with Argent, the “Originators”), having
an
aggregate principal balance as of the close of business on April 1, 2007 (the
“Cut-off Date”) of $1,040,281,395.50
(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
Originators.
SECTION
3. Consideration.
(a) In
consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
shall, as described in Section 7, pay to or upon the order of the Seller in
immediately available funds 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. 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
related Originator or an Affiliate of the related Originator in blank or to
the
Trustee showing a complete chain of endorsements from the named payee to the
Trustee or from the named payee to the Affiliate of the related Originator
and
from such Affiliate to the Trustee;
(ii) The
original recorded Mortgage, noting the presence of the MIN of the Mortgage
Loan,
if applicable, and language indicating that the Mortgage Loan is a MOM Loan
if
the Mortgage Loan is a MOM Loan, with evidence of recording thereon or a copy
of
the Mortgage certified by the public recording office in those jurisdictions
where the public recording office retains the original;
(iii) Unless
the Mortgage Loan is registered on the MERS® System, an assignment from the
related Originator or an Affiliate of the related 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 related 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 related 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 related 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 related 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 related Servicer shall
submit each Assignment for recording, at no expense to the Trust Fund or the
related 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 related 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 related 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 related
Servicer.
(c) Acceptance
of Mortgage Loans.
The
documents delivered pursuant to Section 4(b) hereof shall be reviewed by the
Purchaser or any assignee, transferee or designee of the Purchaser at any time
before or after the Closing Date (and with respect to each document permitted
to
be delivered after the Closing Date within seven days of its delivery) to
ascertain that all required documents have been executed and received and that
such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule.
(d) Transfer
of Interest in Agreements.
The
Purchaser has the right to assign its interest under this Agreement, in whole
or
in part, to the Trustee, as may be required to effect the purposes of the
Pooling and Servicing Agreement, without the consent of the Seller, and the
assignee shall succeed to the rights and obligations hereunder of the Purchaser.
Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee
in connection with enforcing any obligations of the Seller under this Agreement
will be promptly reimbursed by the Seller.
(e) Examination
of Mortgage Files.
Prior
to the Closing Date, the Seller shall either (i) deliver in escrow to the
Purchaser or to any assignee, transferee or designee of the Purchaser, for
examination, the Mortgage File pertaining to each Mortgage Loan, or (ii) make
such Mortgage Files available to the Purchaser or to any assignee, transferee
or
designee of the Purchaser for examination. Such examination may be made by
the
Purchaser or the Trustee, and their respective designees, upon reasonable notice
to the Seller during normal business hours before the Closing Date and within
60
days after the Closing Date. If any such person makes such examination prior
to
the Closing Date and identifies any Mortgage Loans that do not conform to the
requirements of the Purchaser as described in this Agreement, such Mortgage
Loans shall be deleted from the Closing Schedule. The Purchaser may, at its
option and without notice to the Seller, purchase all or part of the Mortgage
Loans without conducting any partial or complete examination. The fact that
the
Purchaser or any person has conducted or has failed to conduct any partial
or
complete examination of the Mortgage Files shall not affect the rights of the
Purchaser or any assignee, transferee or designee of the Purchaser to demand
repurchase or other relief as provided herein or under the Pooling and Servicing
Agreement.
SECTION
5. Representations,
Warranties and Covenants of the Seller.
(a) The
Seller hereby represents and warrants, for the benefit of the Purchaser, that
the representations and warranties set forth on Exhibit A hereto are true and
correct as of the date hereof and as of the Closing Date.
(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, 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
Mortgage Loan exceeds the “annual percentage rate” or “points and fees payable
by the borrower” threshold as described in HOEPA;
(iii) No
Mortgage Loan originated on or after October 1, 2002 and before March 7, 2003,
is secured by property located in the State of Georgia;
(iv) No
Mortgage Loan 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) No
borrower obtained a prepaid single-premium credit-life, credit disability,
credit unemployment or credit property insurance policy in connection with
the
origination of any Mortgage Loan;
(vi) With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a premium upon a prepayment prior to maturity: (a) prior to the Mortgage 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; (b) the related
Originator had a written policy of offering the borrower the option of obtaining
a mortgage loan that did not require payment of such a premium unless the
mortgage loan that did not require payment of such a premium would be a mortgage
loan that is a HOEPA loan or a high-cost home loan under any applicable state
or
local law and prohibited by the related Originator's underwriting guidelines,
and the Mortgage Loan was made available to the borrower with and without a
prepayment premium; (c) the prepayment premium is adequately disclosed to the
borrower pursuant to applicable state and federal law; (d) no subprime Mortgage
Loan originated on or after October 1, 2002 will impose a prepayment premium
for
a term in excess of three years, and any Mortgage Loan originated prior to
such
date will not impose prepayment penalties in excess of five years; in each
case
unless the loan was modified to reduce the prepayment period to no more than
three years from the date of the note and the borrower was notified in writing
of such reduction in prepayment period; and (e) notwithstanding any state or
federal law to the contrary, the related Servicer shall not impose such
prepayment premium 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
borrower’s default;
(vii) For
each
Mortgage Loan, the servicer has and will fully furnish accurate and complete
information (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) No
mortgagor with respect to a Mortgage Loan was encouraged or required to select
a
mortgage loan product offered by the related Originator which is a higher cost
product designed for a less creditworthy mortgagor, 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 Originator. A borrower who is able to qualify for one of the
Originator’s standard products should be directed towards or offered the
Originator’s standard mortgage line;
(ix) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
did not rely 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 that related such facts as,
without limitation, the borrower’s credit history, income, assets or
liabilities, to the proposed mortgage payment and, based on such methodology,
the related Originator made a reasonable determination that at the time of
origination the borrower had the ability to make timely payments on the Mortgage
Loan;
(x) With
respect to any Mortgage Loan secured by the borrower’s principal residence, no
borrower was charged “point 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 that, in total,
do not exceed 0.25 percent of the loan amount;
(xi) With
respect to any Mortgage Loan originated on or after August 1, 2004, 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;
(xii) Each
Mortgage Loans is exclusively secured by single-family (1-4 unit) residential
housing. None of the Mortgage Loans are secured by 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;
(xiii) No
Mortgage Loan is secured by a manufactured housing unit;
(xiv) No
Mortgage Loan is secured by a unit that is part of a condominium development
that operates as, or holds itself out to be, a condominium hotel (“condotel”),
regardless of whether the unit itself is being used as a condotel
unit;
(xv) The
original principal balance of each first-lien Mortgage Loan does not exceed
the
applicable Xxxxxxx Mac loan limit;
(xvi) With
respect to each subordinate lien Mortgage Loan, (a) such lien is secured by
a
one- to four-family residence that is the principal residence of the borrower,
(b) the original loan amount of any subordinate-lien Mortgage Loan does not
exceed one-half of the one-unit limitation for first lien mortgage loans, or
$208,500 (in Alaska, Guam, Hawaii or Virgin Islands: $312,750), without regard
to the number of units and (c) the sum of the original principal balance of
the
first and any subordinate lien Mortgage Loans relating to the same Mortgaged
Property does not exceed the applicable Xxxxxxx Mac loan limits for first-lien
mortgage loans for that property type; and
(xvii) 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:
(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) 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 & Xxxx llp
at 10:00
AM New York City time on the Closing Date.
The
closing shall be subject to each of the following conditions:
(a) All
of
the representations and warranties of the Seller under this Agreement shall
be
true and correct in all material respects as of the date as of which they are
made and no event shall have occurred which, with notice or the passage of
time,
would constitute a default under this Agreement;
(b) The
Purchaser shall have received, or the attorneys of the Purchaser shall have
received in escrow (to be released from escrow at the time of closing), all
Closing Documents as specified in Section 8 of this Agreement, in such forms
as
are agreed upon and acceptable to the Purchaser, duly executed by all
signatories other than the Purchaser as required pursuant to the respective
terms thereof;
(c) The
Seller shall have delivered or caused to be delivered and released to the
Purchaser or to its designee, all documents (including without limitation,
the
Mortgage Loans) required to be so delivered by the Purchaser; and
(d) All
other
terms and conditions of this Agreement shall have been complied
with.
Subject
to the foregoing conditions, the Purchaser shall deliver or cause to be
delivered to the Seller on the Closing Date, against delivery and release by
the
Seller to the Trustee of all documents required pursuant to the Pooling and
Servicing Agreement, the consideration for the Mortgage Loans as specified
in
Section 3 of this Agreement, by delivery to the Seller of the Mortgage Loan
Purchase Price.
SECTION
8. Closing
Documents.
Without
limiting the generality of Section 7 hereof, the closing shall be subject to
delivery of each of the following documents:
(a) An
Officers’ Certificate of the Seller, dated the Closing Date, upon which the
Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a
form acceptable to the Purchaser;
(b) A
Secretary’s Certificate of the Seller, dated the Closing Date, upon which the
Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser,
and attached thereto copies of the certificate of incorporation, by-laws and
certificate of good standing of the Seller;
(c) An
Opinion of Counsel of the Seller, dated the Closing Date and addressed to the
Purchaser and the Underwriter, in a form acceptable to the
Purchaser;
(d) 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) A
letter
from Deloitte & Touche L.L.P., certified public accountants, dated the date
hereof and to the effect that they have performed certain specified procedures
as a result of which they determined that certain information of an accounting,
financial or statistical nature set forth in the Purchaser’s Prospectus
Supplement, dated April 2, 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
Representation
and Warranties with respect to the Mortgage Loans
All
capitalized terms in this Exhibit A shall have the meanings ascribed to them
in
the Mortgage Loan Purchase and Interim Servicing Agreement, dated December
28,
2004, between Citigroup
Global Markets Realty Corp. (“CGMRC”) and Ameriquest Mortgage Company
(“Ameriquest”), as amended; provided, however, that the terms “Mortgage Loan
Schedule” and “Originators” 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.
1.
The
information set forth in the Mortgage Loan Schedule is complete, true and
correct as of the Cut-off Date;
2.
[Reserved];
3.
As of
the Closing Date, the Company has not advanced funds, or induced, solicited
or
knowingly received any advance of funds from a party other than the owner of
the
related Mortgaged Property, directly, for the payment of any amount required
by
the Mortgage Note or Mortgage, and no Mortgage Loan has been delinquent for
more
than thirty (30) days in the prior twelve (12) months;
4.
As of
the Closing Date, there are no delinquent taxes or insurance premiums affecting
the related Mortgaged Property;
5.
As of
the Closing Date, the terms of the Mortgage Note and the Mortgage have not
been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if necessary
to
maintain the lien priority of the Mortgage, and which have been delivered to
the
Trustee; the substance of any such waiver, alteration or modification has been
approved by the title insurer, to the extent required by the related policy,
and
is reflected on the Mortgage Loan Schedule. No instrument of waiver, alteration
or modification has been executed, and no Mortgagor has been released, in whole
or in part, except in connection with an assumption agreement approved by the
title insurer, to the extent required by the policy, and which assumption
agreement has been delivered to the Trustee and the terms of which are reflected
in the Mortgage Loan Schedule;
6.
The
Mortgage Note and the Mortgage are not subject to any valid right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or the
exercise of any right thereunder, render the Mortgage unenforceable, in whole
or
in part, or subject to any such valid right of rescission, set-off, counterclaim
or defense, including the defense of usury and no such valid right of
rescission, set-off, counterclaim or defense has been asserted with respect
thereto;
7.
As of
the Closing Date, all buildings upon the Mortgaged Property are insured by
a
generally acceptable insurer against loss by fire, hazards of extended coverage
and such other hazards as are customary in the area where the Mortgaged Property
is located, pursuant to insurance policies conforming to the requirements of
the
Servicing Addendum. All such insurance policies contain a standard mortgagee
clause naming the related Originator, its successors and assigns as mortgagee
and all premiums thereon are paid current. If upon origination of the Mortgage
Loan, the Mortgaged Property was in an area identified on a Flood Hazard Map
or
Flood Insurance Rate Map issued by the Federal Emergency Management Agency
as
having special flood hazards (and such flood insurance has been made available)
a flood insurance policy meeting the requirements of the current guidelines
of
the Federal Insurance Administration is in effect which policy conforms to
the
requirements of Xxxxxx Xxx and Xxxxxxx Mac. Except as may otherwise be limited
by applicable law, the Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s
failure to do so, authorizes the holder of the Mortgage to maintain such
insurance at Mortgagor’s cost and expense and to seek reimbursement therefor
from the Mortgagor;
8.
Any
and all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, disclosure laws and/or all
predatory and abusive lending laws applicable to the origination and servicing
of the Mortgage Loan have been complied with. Any and all disclosure statements
required to be made by the Mortgagor relating to such requirements are and
will
remain in the Mortgage File;
9.
As of
the Closing Date, the Mortgage has not been satisfied, canceled, subordinated
or
rescinded, in whole or in part, and the Mortgaged Property has not been released
from the lien of the Mortgage, in whole or in part, nor has any instrument
been
executed that would effect any such satisfaction, cancellation, subordination,
rescission or release;
10.
The
Mortgage creates a valid first or second lien, as applicable, in the related
Mortgaged Property as reflected on the Mortgage Loan Schedule;
11.
The
related Mortgage is a valid, existing and enforceable first or second lien,
as
applicable, on the related Mortgaged Property, including all improvements on
the
related Mortgaged Property subject only to (i) the lien of current real property
taxes and assessments not yet due and payable, (ii) covenants, conditions and
restrictions, rights of way, easements, mineral right reservations and other
matters of the public record as of the date of recording of such Mortgage being
acceptable to mortgage lending institutions generally and specifically referred
to in the lender’s title insurance policy delivered to the related Originator of
the related Mortgage Loan and which do not adversely affect the Appraised Value
of the related Mortgaged Property and (iii) other matters to which like
properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the related Mortgage or
the
use, enjoyment, value (as determined by Appraised Value) or marketability of
the
related Mortgaged Property. Any security agreement, chattel mortgage or
equivalent document related to and delivered in connection with the Mortgage
Loan establishes and creates a valid, subsisting, enforceable and perfected
first lien and first priority security interest on the property described
therein;
12.
The
Mortgage Note and the related Mortgage are genuine and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms;
13.
All
parties to the Mortgage Note and the Mortgage had legal capacity to enter into
the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person, at least one Mortgagor is
a
party to the Mortgage Note, and the Mortgage is in an individual
capacity;
14.
Excluding any Mortgage Loan subject to an escrow holdback, the proceeds of
the
Mortgage Loan have been fully disbursed to or for the account of the Mortgagor
and there is no obligation for the Mortgagee to advance additional funds
thereunder and any and all requirements as to completion of any on-site or
off-site improvement and as to disbursements of any escrow funds therefor have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage have been paid, and the
Mortgagor is not currently entitled to any refund of any amounts paid or due
to
the Mortgagee pursuant to the Mortgage Note or Mortgage;
15.
[Reserved];
16.
As of
the Closing Date, all parties which have had any interest in the Mortgage Loan,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period
in which they held and disposed of such interest, were) in compliance with
any
and all applicable “doing business” and licensing requirements of the laws of
the state wherein the Mortgaged Property is located;
17.
The
Mortgage Loan is covered by an ALTA lender’s title insurance policy and, in the
case of an Adjustable Rate Mortgage Loan, with an adjustable rate mortgage
endorsement, such endorsement substantially in the form of ALTA Form 6.0 or
6.1,
issued by a title insurer and qualified to do business in the jurisdiction
where
the Mortgaged Property is located, insuring the Interim Servicer, its successors
and assigns as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and, with respect to an Adjustable Rate
Mortgage Loan, against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of the Mortgage providing for
adjustment in the Mortgage Interest Rate and Monthly Payment. Additionally,
such
lender’s title insurance policy affirmatively insures ingress and egress to and
from the Mortgaged Property, and against encroachments by or upon the Mortgaged
Property or any interest therein. The related Originator and its successors
and
assigns is the sole insured of such lender’s title insurance policy, and such
lender’s title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this
Agreement. Such lender’s title insurance policy does not require the consent of
or notification to the related insurer for assignment to the
Purchaser.
18.
As of
the Closing Date, no claims have been made under such lender’s title insurance
policy, and no prior holder of the related Mortgage, including the Company,
has
done, by act or omission, anything which would impair the coverage of such
lender’s title insurance policy;
19.
As of
the Closing Date, there is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any grace
or cure period, would constitute a default, breach, violation or event of
acceleration; and as of the Closing Date, the Company or the Interim Servicer
has not waived any default, breach, violation or event of acceleration. For
purposes of the foregoing, a delinquent payment of less than thirty (30) days
on
a Mortgage Loan in and of itself does not constitute a default, breach,
violation or event of acceleration with respect to such Mortgage
Loan.
20.
As of
the Closing Date, there are no mechanics’ or similar liens or claims which have
been filed for work, labor or material (and no rights are outstanding that
under
law could give rise to such lien) affecting the related Mortgaged Property
which
are or may be liens prior to, or equal or coordinate with, the lien of the
related Mortgage;
21.
All
improvements which were considered in determining the Appraised Value of the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property. Each appraisal has been
performed in accordance with the provisions of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989;
22.
The
Mortgage Loan was (i) originated by or in conjunction with a mortgagee approved
by the Secretary of Housing and Urban Development pursuant to Sections 203
and
211 of the National Housing Act, a savings and loan association, a savings
bank,
a commercial bank, mortgage banker, credit union, insurance company or similar
banking institution which is supervised and examined by a federal or state
authority or (ii) acquired by the Company or its affiliates directly through
loan brokers or correspondents such that (a) the Mortgage Loan was originated
in
conformity with the Underwriting Guidelines and (b) the Company or its
affiliates approved the Mortgage Loan prior to funding;
23.
Except with respect to the interest only Mortgage Loans, principal payments
on
the Mortgage Loan are scheduled to commence no more than sixty days after the
proceeds of the Mortgage Loan are disbursed. The Mortgage Loan bears interest
at
the Mortgage Interest Rate. The Mortgage Note is payable on the first day of
each month in Monthly Payments. Interest on the Mortgage Loan is calculated
on
the basis of a 360-day year consisting of twelve 30-day months. The Mortgage
Note does not permit negative amortization;
24.
The
origination and collection practices used by the Company and the Interim
Servicer, as applicable, with respect to each Mortgage Note and Mortgage have
been in all respects legal, proper, reasonable and customary in the mortgage
origination and servicing industry. The Mortgage Loan has been serviced by
the
Servicer, the Interim Servicer and any predecessor servicer in accordance with
the terms of the Mortgage Note and applicable law. With respect to escrow
deposits and Escrow Payments, if any, all such payments are in the possession
of, or under the control with, the Servicer or the Interim Servicer, and there
exist no deficiencies in connection therewith for which customary arrangements
for repayment thereof have not been made. No escrow deposits or Escrow Payments
or other charges or payments due the Servicer or the Interim Servicer have
been
capitalized under any Mortgage or the related Mortgage Note;
25.
As of
the Closing Date, the Mortgaged Property is free of material damage and waste
and there is no proceeding pending for the total or partial condemnation
thereof;
26.
The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate for
the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (i) in the case of a Mortgage designated as a
deed
of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. As of
the Closing Date, since the date of origination of the Mortgage Loan, the
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor, which would materially interfere with the right to sell the
Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage.
As of the Closing Date, the Mortgagor has not notified the Servicer, the Interim
Servicer or the Company and the Company, the Servicer or the Interim Servicer
has no knowledge of any relief requested or allowed to the Mortgagor under
the
Servicemembers Civil Relief Act formerly known as the Soldiers and Sailors
Civil
Relief Act of 1940;
27.
The
related Mortgaged Property is not a leasehold estate or, if such Mortgaged
Property is a leasehold estate, the remaining term of such lease is at least
five (5) years greater than the remaining term of the related Mortgage
Note;
28.
The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to
above;
29.
The
Mortgage File contains an appraisal or insured AVM of the related Mortgaged
Property made prior to the approval of the Mortgage Loan. In the case of an
appraisal it was made by a staff or third party qualified appraiser who had
no
interest, direct or indirect in the Mortgaged Property or in any loan made
on
the security thereof, whose compensation is not affected by the approval or
disapproval of the Mortgage Loan, for whom no conflict of interest is present
and who met the minimum qualifications of USPAP;
30.
In
the event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under applicable law to serve as such, has been properly designated and
currently so serves and is named in the Mortgage, and no fees or expenses are
or
will become payable by the Purchaser to the trustee under the deed of trust,
except in connection with a trustee’s sale after default by the
Mortgagor;
31.
No
Mortgage Loan contains provisions pursuant to which Monthly Payments are (i)
paid or partially paid with funds deposited in any separate account established
by the Company, the Mortgagor, or anyone on behalf of the Mortgagor, (ii) paid
by any source other than the Mortgagor or (iii) contains any other similar
provisions which may constitute a “buydown” provision. The Mortgage Loan is not
a graduated payment mortgage loan and the Mortgage Loan does not have a shared
appreciation or other contingent interest feature;
32.
The
Mortgagor has received all disclosure materials required by applicable law
with
respect to the making of a Refinanced Mortgage Loan, and evidence of such
receipt is and will remain in the Mortgage File;
33.
The
Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
required to be delivered with respect to each Mortgage Loan pursuant to the
Pooling and Servicing Agreement, have been delivered to the Trustee all in
compliance with the specific requirements of the Pooling and Servicing
Agreement;
34.
As of
the Closing Date, the Mortgaged Property is lawfully occupied under applicable
law and if it is the borrower’s primary residence is not vacant within ninety
(90) days of the Closing Date (with notice from and proof of such vacancy by
the
Purchaser); all inspections, licenses and certificates required to be made
or
issued with respect to all occupied portions of the Mortgaged Property and,
with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy, have been made or obtained from the appropriate
authorities;
35.
The
Assignment of Mortgage, is in recordable form and (other than with respect
to
the blank assignee and the lack of mortgage recordation information) is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located. When endorsed as provided for in this Agreement,
the Mortgage Notes will be duly endorsed under applicable law;
36.
Any
principal advances made to the Mortgagor prior to the 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;
37.
No
Mortgage Loan has a balloon payment feature;
38.
If
the Residential Dwelling on the Mortgaged Property is a condominium unit or
a
unit in a planned unit development (other than a de minimis planned unit
development) such condominium or planned unit development project is not
ineligible under Xxxxxx Mae’s eligibility requirements;
39.
[Reserved];
40.
Each
Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
860G(a)(3) of the Code;
41.
As of
the Closing Date, no Mortgage Loan has an LTV of more than 100%;
42.
No
Mortgage Loan is a “high cost” mortgage loan, as defined under any applicable
state, local or federal predatory and abusive lending laws, including, but
not
limited to, the Georgia Fair Lending Act and Section 6 L of the New York State
Banking Law;
43.
[Reserved];
44.
[Reserved];
45.
[Reserved];
46.
The
Mortgage Loans are not subject to the requirement of the Home Ownership and
Equity Protection Act of 1994 (“HOEPA”) and no Mortgage Loan is subject to, or
in violation of, any applicable state or local law, ordinance or regulation
similar to HOEPA and (2) (i) no Mortgage Loan is a “high cost” loan as defined
by HOEPA or any other applicable predatory or abusive lending laws and (ii)
no
Mortgage Loan is a “high cost home”, “covered” (excluding home loans defined as
“covered home loans” pursuant to clause (1) of the definition of that term in
the New Jersey Home Ownership Security Act of 2002), “high risk home” or
“predatory” loan under any other applicable state, federal or local law (or
similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for resident
mortgage loans having high interest rates, points and/or fees);
47.
[Reserved];
48.
With
respect to each Mortgage Loan subject to a Prepayment Charge, such Prepayment
Charge, at the time of the origination of the related Mortgage Loan, is
enforceable and in compliance with all applicable local, state and federal
law
(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);
49.
[Reserved];
50.
As of
the Closing Date, the Mortgaged Property is being primarily used as a
Residential Dwelling for residential purposes;
51.
The
Company has obtained a life of loan, transferable real estate tax service
contract on each Mortgage Loan and such contract is assignable without penalty,
premium or cost to the Purchaser;
52.
The
Company has obtained a life of loan, transferable flood certification contract
for each Mortgage Loan and such contract is assignable without penalty, premium
or cost to the Purchaser;
53.
The
Mortgage Loans conform in all material respects to the Underwriting
Guidelines;
54.
No
Mortgage Loan originated on or after October 1, 2002 and before March 7, 2003
is
secured by a Mortgaged Property located in the State of Georgia; No Mortgage
Loan that was originated on or after March 7, 2003, is a “high-cost home loan”
as defined under the Georgia Fair Lending Act;
55.
No
proceeds from any Mortgage Loan were used to finance single-premium credit
insurance policies;
56.
No
subprime Mortgage Loan originated on or after October 1, 2002 will impose a
Prepayment Charge for a term in excess of three years; No Mortgage Loan
originated prior to such date nor any non-subprime Mortgage Loan will impose
prepayment charges in excess of five years;
57.
In
connection with any Mortgage Loan, the Interim Servicer has fully furnished,
and
will fully furnish in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (i.e., favorable
and
unfavorable) on its borrower credit files to Equifax, Experian and Trans Union
Credit Information Company, on a monthly basis;
58.
No
Mortgage Loan is a “high cost”, “covered” or similarly classified loans as
defined by the applicable federal, state or local predatory and abusive lending
laws nor is any loan a High Cost Loan or Covered Loan, as applicable (as such
terms are defined in the then current Standard & Poor’s LEVELS Glossary
Revised, Appendix E);
59.
No
fraud was committed in connection with the origination of any Mortgage Loan;
provided, however, the Seller does not represent or warrant the accuracy of
the
qualifying income stated (provided that such stated income is not grossly
unreasonable when considering all relevant factors relating to such Mortgagor,
including without limitation, geographic area, unique expertise, years in the
field of employment, etc) by the related Mortgagor(s) in connection with a
Mortgage Loan that does not require income verification as defined in the
Underwriting Guidelines;
60.
[Reserved];
61.
The
Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
has not received written notification from the Mortgagor that a prepayment
in
full will be made following the Closing Date;
62.
[Reserved];
63.
With
respect to any Mortgage Loan or the underlying security related thereto, neither
the related Mortgage nor the related Mortgage Note requires the Mortgagor to
submit to arbitration to resolve any dispute arising out of or relating in
any
way thereto; and
64.
[Reserved].
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 April 1, 2007, among Citigroup
Mortgage Loan Trust Inc., as Depositor, Xxxxxx Loan 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-AMC3, 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 April 1, 2007, among
Citigroup Mortgage Loan Trust Inc., as Depositor, Xxxxxx Loan 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-AMC3, 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
April 1, 2007, among Citigroup Mortgage Loan Trust Inc., as Depositor, Xxxxxx
Loan 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.
|
1 Transferee
must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Transferee is a dealer, and, in that case, Transferee must
own
and/or invest on a discretionary basis at least $10,000,000 in securities.
$25,000,000 as demonstrated in its latest annual financial statements, A COPY
OF
WHICH IS ATTACHED HERETO.
|
Dated:
|
|||||||||||||
|
Print
Name of Transferee
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees That Are Registered Investment Companies]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and U.S. Bank National Association, as Trustee, with respect to
the mortgage pass- through certificates (the “Certificates”) described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:
1. As
indicated below, the undersigned is the President, Chief Financial Officer
or
Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
because the Transferee is part of a Family of Investment Companies (as defined
below), is such an officer of the investment adviser (the
“Adviser”).
2. In
connection with purchases by the Transferee, the Transferee is a “qualified
institutional buyer” as defined in Rule 144A because (i) the Transferee is an
investment company registered under the Investment Company Act of 1940, and
(ii)
as marked below, the Transferee alone, or the Transferee's Family of Investment
Companies, owned at least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most recent
fiscal year. For purposes of determining the amount of securities owned by
the
Transferee or the Transferee's Family of Investment Companies, the cost of
such
securities was used.
____
The
Transferee owned $___________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most recent
fiscal year (such amount being calculated in accordance with Rule
144A).
____
The
Transferee is part of a Family of Investment Companies which owned in the
aggregate $______________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
3. The
term
“FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered
investment companies (or series thereof) that have the same investment adviser
or investment advisers that are affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one investment adviser is a majority
owned subsidiary of the other).
4. The
term
“SECURITIES” as used herein does not include (i) securities of issuers that are
affiliated with the Transferee or are part of the Transferee's Family of
Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned
but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
5. The
Transferee is familiar with Rule 144A and understands that the parties to which
this certification is being made are relying and will continue to rely on the
statements made herein because one or more sales to the Transferee will be
in
reliance on Rule 144A. In addition, the Transferee will only purchase for the
Transferee's own account.
6. The
undersigned will notify the parties to which this certification is made of
any
changes in the information and conclusions herein. Until such notice, the
Transferee's purchase of the Certificates will constitute a reaffirmation of
this certification by the undersigned as of the date of such
purchase.
|
Dated:
|
|||||||||||||
|
Print
Name of Transferee or Advisor
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
IF
AN ADVISER:
|
|||||||||||||
|
Print
Name of Transferee
|
|||||||||||||
FORM
OF TRANSFEREE REPRESENTATION LETTER
The
undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:
|
1.
|
I
am an executive officer of the Purchaser.
|
|
2.
|
The
Purchaser is a “qualified institutional buyer”, as defined in Rule 144A,
(“Rule 144A”) under the Securities Act of 1933, as amended.
|
|
3.
|
As
of the date specified below (which is not earlier than the last day
of the
Purchaser's most recent fiscal year), the amount of “securities”, computed
for purposes of Rule 144A, owned and invested on a discretionary
basis by
the Purchaser was in excess of $100,000,000.
|
|
Name
of Purchaser
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
Date
of this certificate:
|
|||||||||||||
|
Date
of information provided in paragraph 3
|
|||||||||||||
EXHIBIT
F-2
FORM
OF
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 April 1, 2007 (the
“Agreement”),
among
Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
Xxxxxx Loan 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.
13. The
Transferee is not an employee benefit plan that is subject to Title I of ERISA
or a plan that is subject to Section 4975 of the Code or a plan subject to
any Federal, state or local law that is substantially similar to Title I of
ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
of
or investing plan assets of such a plan.
IN
WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
its
behalf, pursuant to authority of its Board of Directors, by its duly authorized
officer and its corporate seal to be hereunto affixed, duly attested, this
day
of
,
20 .
|
[NAME
OF TRANSFEREE]
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
[Corporate
Seal]
ATTEST:
[Assistant]
Secretary
Personally
appeared before me the above-named __________, known or proved to me to be
the
same person who executed the foregoing instrument and to be the ___________
of
the Transferee, and acknowledged that he executed the same as his free act
and
deed and the free act and deed of the Transferee.
Subscribed
and sworn before me this
day
of
,
20 .
|
NOTARY
PUBLIC
|
|
|
My
Commission expires the __ day of
_________, 20__
|
FORM
OF
TRANSFEROR AFFIDAVIT
|
STATE
OF 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
Asset-Backed
Pass-Through Certificates, Series 2007-AMC3, Mortgage Class
|
Dear
Sirs:
_______________________
(the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
Mortgage Loan Trust, Series 2007-AMC3, Mortgage Pass-Through Certificates,
Class
[CE] [P] [R] (the “Certificates”), issued pursuant to a Pooling and Servicing
Agreement dated as of April 1, 2007 (the “Agreement”),
among
Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
Xxxxxx Loan 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-AMC3
Asset
Backed Pass-Through Certificates, Series
2007-AMC3
|
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-AMC3 (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: Xxxxxx Loan Servicing LP and Citibank,
N.A.
| Date: [__], 2008 | |||||||||||||
|
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-AMC3
Asset
Backed Pass-Through Certificates, Series
2007-AMC3
|
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 April 1, 2007 (the “Pooling and Servicing
Agreement”), among the Depositor as depositor, Xxxxxx Loan 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-AMC3
|
I,
________________________________, the _______________________ of Xxxxxx Home
Servicing LP 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 April 1, 2007 (the “Pooling and Servicing
Agreement”), among the Depositor as depositor, Xxxxxx Loan Servicing LP as
servicer, Citibank, N.A. as trust administrator and U.S. Bank National
Association as trustee.
|
Xxxxxx
Loan Servicing LP, as Servicer
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
Date:
|
|||||||||||||
EXHIBIT
I
FORM
OF
INTEREST RATE CAP AGREEMENT
|
|
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
|
|
000
XXXXXXX XXXXXX
|
|
|
XXX
XXXX, XXX XXXX 00000
|
|
|
000-000-0000
|
|
|
DATE:
|
April
30, 2007
|
|
TO:
|
Citibank,
N.A., not in its individual capacity, but solely as Cap Trustee
on behalf
of the Cap Trust with respect to the Citigroup Mortgage Loan Trust
2007-AMC3, Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates, Series 2007-AMC3
|
|
ATTENTION:
|
Citibank
Agency and Trust
|
|
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
|
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:
|
April
30, 2007
|
|
|
Novation
Date:
|
April
30, 2007
|
|
|
Novated
Amount:
|
USD
978,576,950
|
|
|
Transferor:
|
Citibank,
N.A.
|
|
|
Transferee:
|
Citibank,
N.A., not in its individual capacity, but solely as Cap Trustee on
behalf
of the Cap Trust with respect to the Citigroup Mortgage Loan Trust
2007-AMC3, Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates, Series 2007-AMC3
|
|
|
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:
|
April
23, 2007
|
|
|
Effective
Date of Old Transaction:
|
April
30, 2007
|
|
|
Termination
Date of Old Transaction:
|
July
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 April 30, 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.
By:
_____________________________
Name:
Title:
Date:
|
Citibank,
N.A., New York
By:
_____________________________
As
authorized agent or officer for
Citibank,
N.A., New York
Name:
Title:
Date:
|
|
Citibank,
N.A., not in its individual capacity, but solely as Cap Trustee on
behalf
of the Cap Trust with respect to the Citigroup Mortgage Loan Trust
2007-AMC3, Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates, Series 2007-AMC3
By: _______________________________
Name:
Title:
|
am
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
000
XXXXXXX XXXXXX
XXX
XXXX, XXX XXXX 00000
000-000-0000
Exhibit
A
|
DATE:
|
April
30, 2007
|
|
TO:
|
Citibank,
N.A., not in its individual capacity, but solely as Cap Trustee on
behalf
of the Cap Trust with respect to the Citigroup Mortgage Loan Trust
2007-AMC3, Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates, Series 2007-AMC3
|
|
ATTENTION:
|
Citibank
Agency and Trust
|
|
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:
|
FXNCC9468
|
The
purpose of this long-form confirmation (“Confirmation”)
is to
confirm the terms and conditions of the current Transaction entered into on
the
Trade Date specified below (the “Transaction”)
between
Bear Xxxxxxx Financial Products Inc. (“Party
A”) and
Citibank, N.A., not in its individual capacity, but solely as Cap Trustee on
behalf of the Cap Trust with respect to the Citigroup Mortgage Loan Trust
2007-AMC3, Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates, Series 2007-AMC3 (“Party
B”).
Reference is hereby made to the Pooling and Servicing Agreement, dated as
of April
1,
2007, among CITIGROUP MORTGAGE LOAN TRUST INC., as depositor (the “Depositor”),
Xxxxxx Loan 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”) (the “Pooling
and Servicing Agreement”).
This
Confirmation evidences a complete and binding agreement between you and us
to
enter into the Transaction on the terms set forth below and replaces any
previous agreement between us with respect to the subject matter hereof. This
Confirmation constitutes a “Confirmation”
and also
constitutes a “Schedule”
as
referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support
Annex to the Schedule.
|
1.
|
This
Confirmation shall supplement, form a part of, and be subject to
an
agreement in the form of the ISDA Master Agreement (Multicurrency
- Cross
Border) as published and copyrighted in 1992 by the International
Swaps
and Derivatives Association, Inc. (the “ISDA
Master Agreement”),
as if Party A and Party B had executed an agreement in such form
on the
date hereof, with a Schedule as set forth in Item 3 of this Confirmation,
and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
Subject
to New York Law Only version) as published and copyrighted in 1994
by the
International Swaps and Derivatives Association, Inc., with Paragraph
13
thereof as set forth in Annex A hereto (the “Credit
Support Annex”).
For the avoidance of doubt, the Transaction described herein shall
be the
sole Transaction governed by such ISDA Master Agreement. In the event
of
any inconsistency among any of the following documents, the relevant
document first listed shall govern: (i) this Confirmation, exclusive
of
the provisions set forth in Item 3 hereof and Annex A hereto; (ii)
the
provisions set forth in Item 3 hereof, which are incorporated by
reference
into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
and (v) the ISDA Master Agreement.
|
Reference
Number: FXNCC9468
Citibank,
N.A., not in its individual capacity, but solely as Cap Trustee on behalf
of the
Cap Trust
with
respect to the
Citigroup Mortgage Loan Trust 2007-AMC3, Citigroup Mortgage Loan Trust
Inc.,
Asset-Backed
Pass-Through Certificates, Series 2007-AMC3
April
30,
2007
Each
reference herein to a “Section” (unless specifically referencing the Pooling and
Servicing Agreement]) or to a “Section” “of this Agreement” will be construed as
a reference to a Section of the ISDA Master Agreement; each herein reference
to
a “Part” will be construed as a reference to the provisions herein deemed
incorporated in a Schedule to the ISDA Master Agreement; each reference herein
to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
Support Annex.
2.
The
terms
of the particular Transaction to which this Confirmation relates are as
follows:
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Notional
Amount:
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With
respect to any Calculation Period, the amount set forth for such
period on
Schedule I attached hereto.
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Trade
Date:
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April
30, 2007
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Effective
Date:
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April
30, 2007
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Termination
Date:
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July
25, 2012, subject to adjustment in accordance with the Business Day
Convention.
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Fixed
Amount (Premium):
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Inapplicable.
Premium has been paid under the Old Transaction.
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Floating
Amounts:
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Floating
Rate Payer:
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Party
A
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Cap
Rate:
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5.45000%
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Floating
Rate Payer
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Period
End Dates:
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The
25th
calendar day of each month during
the Term
of this Transaction, commencing May 25, 2007 and ending on the Termination
Date, subject to adjustment in accordance with the Business Day
Convention.
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Floating
Rate Payer
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Payment
Dates:
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Early
Payment shall be applicable. Two Business Days prior to each Floating
Rate
Payer Period End Date.
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Floating
Rate for initial
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Calculation
Period:
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To
be determined.
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Floating
Rate Option:
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USD-LIBOR-BBA;
provided, however, that all references in Sections 7.1(w)(xvii) and
7.1(w)(xx) of the Definitions to “on the day that is two London Banking
Days preceding that Reset Date” shall be deleted and replaced with “on the
day that is two New York and London Banking Days preceding that Reset
Date”.
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Floating
Amount:
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To
be determined in accordance with the following formula:
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Greater
of (i) Scale Factor * Notional Amount * (Floating Rate Option - Cap
Rate)
* Floating Rate Day Count Fraction; and (ii) zero.
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Designated
Maturity:
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One
month
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Floating
Rate Day
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Count
Fraction:
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Actual/360
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Reset
Dates:
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The
first day of each Calculation Period.
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Compounding:
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Inapplicable
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Business
Days:
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New
York
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Business
Day
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Convention:
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Following
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Scale
Factor:
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250
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Calculation
Agent:
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Party
A
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3.
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Provisions
Deemed Incorporated in a Schedule to the ISDA Master
Agreement:
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Part
1.
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Termination
Provisions.
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For
the
purposes of this Agreement:-
(a)
“Specified
Entity”
will not
apply to Party A or Party B for any purpose.
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(b)
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“Specified
Transaction”
will have the meaning specified in Section
14.
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(c)
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Events
of Default.
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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.
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(i)
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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) a Required Ratings Downgrade Event
has
occurred and been continuing for 30 or more Local Business Days and
(B)
such failure is not remedied on or before the third Local Business
Day
after notice of such failure is given to Party
A.
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(ii)
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The
“Breach
of Agreement”
provisions of Section 5(a)(ii) will apply to Party A and will not
apply to
Party B.
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(iii)
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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) a Required Ratings Downgrade Event has occurred
and
been continuing for 30 or more Local Business Days and (B) such failure
is
not remedied on or before the third Local Business Day after notice
of
such failure is given to Party A.
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(iv)
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The
“Misrepresentation”
provisions of Section 5(a)(iv) will apply to Party A and will not
apply to
Party B.
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(v)
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The
“Default
under Specified Transaction”
provisions of Section 5(a)(v) will apply to Party A and will not
apply to
Party B.
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(vi)
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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:
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“Specified
Indebtedness” will have the meaning specified in Section 14.
“Threshold
Amount” means USD 100,000,000.
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(vii)
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The
“Bankruptcy”
provisions of Section 5(a)(vii) will apply to Party A and will apply
to
Party B except that the provisions of Section 5(a)(vii)(2), (6) (to
the
extent that such provisions refer to any appointment contemplated
or
effected by the Pooling and Servicing Agreement or any appointment
to
which Party B has not become subject), (7) and (9) will not apply
to Party
B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
is
hereby amended by adding after the words “against it” the words
“(excluding any proceeding or petition instituted or presented by
Party A
or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
(4) as amended, (5), (6) as amended, or
(7)”.
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(viii)
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The
“Merger
Without Assumption”
provisions of Section 5(a)(viii) will apply to Party A and will apply
to
Party B.
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(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.
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(ii)
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The
“Tax
Event”
provisions of Section 5(b)(ii) will apply to Party A and will apply
to
Party B.
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(iii)
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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.
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(iv)
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The
“Credit
Event Upon Merger”
provisions of Section 5(b)(iv) will not apply to Party A and will
not
apply to Party B.
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(e)
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The
“Automatic
Early Termination”
provision of Section 6(a) will not apply to Party A and will not
apply to
Party B.
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(f) Payments
on Early Termination.
For the
purpose of Section 6(e) of this Agreement:
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(i)
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The
Second Method will apply.
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(ii)
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Market
Quotation will apply, provided, however, that, if Party A is the
Defaulting Party or the sole Affected Party, the following provisions
will
apply:
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(A)
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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”;
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(B)
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The
definition of Market Quotation in Section 14 shall be deleted in
its
entirety and replaced with the
following:
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“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.
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(C)
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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.
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(D)
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If
Party B requests Party A in writing to obtain Market Quotations,
Party A
shall use its reasonable efforts to do
so.
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(E)
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If
the Settlement Amount is a negative number, Section 6(e)(i)(3) shall
be
deleted in its entirety and replaced with the
following:
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“(3)
Second
Method and Market Quotation.
If the
Second Method and Market Quotation apply, (I) Party B shall pay to Party A
an
amount equal to the absolute value of the Settlement Amount in respect of the
Terminated Transactions, (II) Party B shall pay to Party A the Termination
Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
A
shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
owing to Party B; provided, however, that (x) the amounts payable under the
immediately preceding clauses (II) and (III) shall be subject to netting in
accordance with Section 2(c) of this Agreement and (y) notwithstanding any
other
provision of this Agreement, any amount payable by Party A under the immediately
preceding clause (III) shall not be netted-off against any amount payable by
Party B under the immediately preceding clause (I).”
(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.
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(i)
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Payer
Representations. For the purpose of Section 3(e) of this
Agreement:
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(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:
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(1)
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the
accuracy of any representations made by the other party pursuant
to
Section 3(f) of this Agreement;
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(2)
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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
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(3)
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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.
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(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.
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(b)
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Tax
Provisions.
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(i)
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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.
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(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
(i) such
Taxes 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.
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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
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Form/Document/
Certificate
|
Date
by which to
be
delivered
|
||
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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.
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(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.
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||
|
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.
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(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, this Confirmation, and any Credit Support
Documents to which it is a party, and to evidence the authority of
the
delivering party or its Credit Support Provider to perform its obligations
under the Agreement, this Confirmation and any Credit Support Document,
as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
|||
|
Party
A and
Party
B
|
A
certificate of an authorized officer of the party, as to the incumbency
and authority of the respective officers of the party signing the
Agreement, this Confirmation, and any relevant Credit Support Document,
as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
|||
|
Party
A
|
Annual
Report of Party A 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-AMC3
|
|
|
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, without regard
to
the conflict of law provisions thereof other than New York General
Obligations Law Sections 5-1401 and
5-1402.
|
|
(i)
|
Netting
of Payments.
The parties agree that subparagraph (ii) of Section 2(c) will apply
to
each Transaction hereunder.
|
|
(j)
|
Affiliate.
Party A and Party B shall be deemed to have no Affiliates for purposes
of
this Agreement, including for purposes of Section
6(b)(ii).
|
Part
5. Others
Provisions.
|
(a)
|
Definitions.
Unless otherwise specified in a Confirmation, this Agreement and
each
Transaction under this Agreement are subject to the 2000 ISDA Definitions
as published and copyrighted in 2000 by the International Swaps and
Derivatives Association, Inc. (the “Definitions”), and will be governed in
all relevant respects by the provisions set forth in the Definitions,
without regard to any amendment to the Definitions subsequent to
the date
hereof. The provisions of the Definitions are hereby incorporated
by
reference in and shall be deemed a part of this Agreement, except
that (i)
references in the Definitions to a “Swap Transaction” shall be deemed
references to a “Transaction” for purposes of this Agreement, and (ii)
references to a “Transaction” in this Agreement shall be deemed references
to a “Swap Transaction” for purposes of the Definitions. Each term
capitalized but not defined in this Agreement shall have the meaning
assigned thereto in the Pooling and Servicing
Agreement.
|
(b) Amendments
to ISDA Master Agreement.
|
(i)
|
Single
Agreement.
Section 1(c) is hereby amended by the adding the words “including, for the
avoidance of doubt, the Credit Support Annex” after the words “Master
Agreement”.
|
|
(ii)
|
[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 regarding the Transaction (whether written or oral), 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.
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(2)
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Evaluation
and Understanding. (i) It has the capacity to evaluate (internally
or
through independent professional advice) the Transaction and has
made its
own decision to enter into the Transaction and (ii) it understands
the
terms, conditions and risks of the Transaction and is willing and
able to
accept those terms and conditions and to assume those risks, financially
and otherwise.
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|
(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.
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(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 by (i) deleting the words “or if a Tax
Event Upon Merger occurs and the Burdened Party is the Affected Party,”
and (ii) deleting the last paragraph thereof and inserting the following
in lieu thereof:
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“Notwithstanding
anything to the contrary in Section 7 (as amended herein) and Part 5(f), any
transfer by Party A under this Section 6(b)(ii) shall not require the consent
of
Party B for such transfer if the following conditions are
satisfied:
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(1)
|
the
transferee (the “Section 6 Transferee”) is an Eligible
Replacement;
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|
(2)
|
if
the Section 6 Transferee is domiciled in a different country or political
subdivision thereof from both Party A and Party B, such transfer
satisfies
the Rating Agency Condition;
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|
(3)
|
the
Section 6 Transferee will not, as a result of such transfer, be required
on the next succeeding Scheduled Payment Date to withhold or deduct
on
account of any Tax (except in respect of default interest) amounts
in
excess of that which Party A would, on the next succeeding Scheduled
Payment Date have been required to so withhold or deduct unless the
Section 6 Transferee would be required to make additional payments
pursuant to Section 2(d)(i)(4) corresponding to such
excess;
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(4)
|
a
Termination Event or Event of Default does not occur as a result
of such
transfer; and
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(5)
|
the
Section 6 Transferee confirms in writing that it will accept all
of the
interests and obligations in and under this Agreement which are to
be
transferred to it in accordance with the terms of this
provision.”
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(vi)
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Jurisdiction.
Section
13(b) is hereby amended by: (i) deleting in the second line of
subparagraph (i) thereof the word “non-”, (ii) deleting “; and” from the
end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
deleting the final paragraph
thereof.
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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) S&P
First Level Downgrade.
If an
S&P Approved Ratings Downgrade Event has occurred and is continuing and
Party A fails to take any action described under Part (5)(d)(i)(1), within
the
time period specified therein, then an Additional Termination Event shall have
occurred with respect to Party A, Party A shall be the sole Affected Party
with
respect to such Additional Termination Event and all Transactions hereunder
shall be Affected Transaction.
(ii) Xxxxx’x
First Rating Trigger Collateral.
If (A)
it is not the case that a Xxxxx’x Second Trigger Ratings Event has occurred and
been continuing for 30 or more Local Business Days and (B) Party A has failed
to
comply with or perform any obligation to be complied with or performed by Party
A in accordance with the Credit Support Annex, then an Additional Termination
Event shall have occurred with respect to Party A, Party A shall be the sole
Affected Party with respect to such Additional Termination Event and all
Transactions hereunder shall be Affected Transactions.
(iii) S&P
Second Level Downgrade.
If an
S&P Required Ratings Downgrade Event has occurred and is continuing and
Party A fails to take any action described under Part (5)(d)(i)(2) within the
time period specified therein, then an Additional Termination Event shall have
occurred with respect to Party A, Party A shall be the sole Affected Party
with
respect to such Additional Termination Event and all Transactions hereunder
shall be Affected Transaction.
(iv) Xxxxx’x
Second Rating Trigger Replacement.
If (A) a
Xxxxx’x Second Trigger Ratings Event has occurred and been continuing for 30 or
more Local Business Days and (B) (i) at least one Eligible Replacement has
made
a Firm Offer to be the transferee of all of Party A’s rights and obligations
under this Agreement (and such Firm Offer remains an offer that will become
legally binding upon such Eligible Replacement upon acceptance by the offeree)
and/or (ii) an Eligible Guarantor has made a Firm Offer to provide an Eligible
Guarantee (and such Firm Offer remains an offer that will become legally binding
upon such Eligible Guarantor immediately upon acceptance by the offeree), then
an Additional Termination Event shall have occurred with respect to Party A,
Party A shall be the sole Affected Party with respect to such Additional
Termination Event and all Transactions hereunder shall be Affected
Transactions.
(v) 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 or modification
is
made to the Pooling and Servicing Agreement which amendment or modification
could reasonably be expected to have a material adverse effect on the rights
and
interests of Party A under the Credit Support Annex, 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..
(vi) Failure
to Comply with Regulation AB Requirements.
If, 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 clause (iii) of
Part
5(e) below, 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.
(vii) 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. Party B shall be the sole Affected
Party
with respect to such Additional Termination Event; provided, however, that
notwithstanding anything to the contrary in Section 6(b)(iv), only Party B
may
designate an Early Termination Date in respect of this Additional Termination
Event.
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(d)
|
Rating
Agency Downgrade.
|
(i)
S&P
Downgrade:
|
(1)
|
In
the event that an S&P Approved Ratings Downgrade Event occurs and is
continuing, then within 30 days after such rating downgrade, Party
A
shall, subject to the Rating Agency Condition with respect to S&P, at
its own expense, either (i) procure a Permitted Transfer, (ii) obtain
an
Eligible Guarantee or (iii) post collateral in accordance with the
Credit
Support Annex.
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(2)
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In
the event that an S&P Required Ratings Downgrade Event occurs and is
continuing, then within 10 Local Business Days after such rating
withdrawal or downgrade, Party A shall, subject to the Rating Agency
Condition with respect to S&P, at its own expense, procure either (i)
a Permitted Transfer or (ii) an Eligible
Guarantee.
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(ii) Xxxxx’x
Downgrade.
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(1)
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In
the event that a Xxxxx’x Second Trigger Ratings Event occurs and is
continuing, Party A shall, as soon as reasonably practicable thereafter,
at its own expense and using commercially reasonable efforts, either
(i)
procure a Permitted Transfer or (ii) obtain an Eligible
Guarantee.
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|
(e)
|
Compliance
with Regulation AB.
|
|
(i)
|
Party
A agrees and acknowledges that Citigroup Mortgage Loan Trust Inc.,
as
Depositor (the Depositor”), 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.
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(ii)
|
It
shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
Business Day after the date hereof for so long as the Issuing Entity
is
required to file periodic reports under the Exchange Act, Depositor
requests from Party A the applicable financial information described
in
Item 1115 of Regulation AB (such request to be based on a reasonable
determination by Depositor, in good faith, that such information
is
required under Regulation AB) (the “Swap Financial
Disclosure”).
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(iii)
|
Upon
the occurrence of a Swap Disclosure Event, Party A, within ten (10)
days
and at its own expense, shall (1)(a) either (i) provide to Depositor
the
current Swap Financial Disclosure in an XXXXX-compatible format (for
example, such information may be provided in Microsoft Word® or Microsoft
Excel® format but not in .pdf format) or (ii) provide written consent to
Depositor to incorporation by reference of such current Swap Financial
Disclosure that are filed with the Securities and Exchange Commission
in
the Exchange Act Reports of Depositor, (b) if applicable, cause its
outside accounting firm to provide its consent to filing or incorporation
by reference in the Exchange Act Reports of Depositor of such accounting
firm’s report relating to their audits of such current Swap Financial
Disclosure, and (c) provide to Depositor any updated Swap Financial
Disclosure with respect to Party A or any entity that consolidates
Party A
within five days of the release of any such updated Swap Financial
Disclosure; (2) secure another entity (pursuant to a Permitted Transfer)
to replace Party A as party to this Agreement on terms substantially
similar to this Agreement and 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 or
(3)
subject to the Rating Agency Condition with respect to S&P and obtain
a guaranty of the Party A’s obligations under this Agreement from an
affiliate of the Party A that is able to comply with the financial
information disclosure requirements of Item 1115 of Regulation AB,
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. 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)
|
Party
A agrees that, in the event that Party A provides Swap Financial
Disclosure to Depositor in accordance with Part 5(e)(iii)(a) or causes
its
affiliate to provide Swap Financial Disclosure to Depositor in accordance
with Part 5(e)(iii)(c), it will indemnify and hold harmless Depositor,
its
respective directors or officers and any person controlling Depositor,
from and against any and all losses, claims, damages and liabilities
caused by any untrue statement or alleged untrue statement of a material
fact contained in such Swap Financial Disclosure or caused by any
omission
or alleged omission to state in such Swap Financial Disclosure a
material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made,
not
misleading.
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(v)
|
Depositor
shall be an express third party beneficiary of this Agreement as
if a
party hereto to the extent of 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:
“Except
with respect to a Permitted Transfer pursuant to Section 6(b)(ii), Part 5(d),
Part 5(b)(v), Part 5(e), or the succeeding sentence, neither Party A nor Party
B
is permitted to assign, novate or transfer (whether by way of security or
otherwise) as a whole or in part any of its rights, obligations or interests
under the Agreement or any Transaction unless (a) the prior written consent
of
the other party is obtained and (b) the Rating Agency Condition has been
satisfied with respect to S&P. At any time at which no Relevant Entity has
credit ratings at least equal to the Approved Ratings Threshold, Party A may
make a Permitted Transfer.”
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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 is reasonably deemed necessary by Party A to effect
such
transfer.
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|
(g)
|
Non-Recourse.
Party A acknowledges and agree that, notwithstanding any provision
in this
Agreement to the contrary, the obligations of Party B hereunder are
limited recourse obligations of Party B, payable solely from the
Cap Trust
and the proceeds thereof, in accordance with the priority of payments
and
other terms of the Pooling and Servicing Agreement and that Party
A will
not have any recourse to any of the directors, officers, 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 Cap Trust and the proceeds thereof, should be insufficient to
satisfy
all claims outstanding and following the realization of the Cap 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 Cap 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 Cap
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)
|
Timing
of Payments
by Party B upon Early Termination.
Notwithstanding anything to the contrary in Section 6(d)(ii), to
the
extent that all or a portion (in either case, the “Unfunded Amount”) of
any amount that is calculated as being due in respect of any Early
Termination Date under Section 6(e) from Party B to Party A will
be paid
by Party B from amounts other than any upfront payment paid to Party
B by
an Eligible Replacement that has entered a Replacement Transaction
with
Party B, then such Unfunded Amount shall be due on the next subsequent
Distribution Date following the date on which the payment would have
been
payable as determined in accordance with Section 6(d)(ii), and on
any
subsequent Distribution Dates until paid in full (or if such Early
Termination Date is the final Distribution Date, on such final
Distribution Date); provided, however, that if the date on which
the
payment would have been payable as determined in accordance with
Section
6(d)(ii) is a Distribution Date, such payment will be payable on
such
Distribution Date.
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(i)
|
Rating
Agency Notifications. Notwithstanding any other provision of this
Agreement, no Early Termination Date shall be effectively designated
hereunder by Party B and no transfer of any rights or obligations
under
this Agreement shall be made by either party unless each Swap Rating
Agency has been given prior written notice of such designation or
transfer.
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(j)
|
No
Set-off. Except as expressly provided for in Section 2(c),
Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding any other
provision of this Agreement or any other existing or future agreement,
each party irrevocably waives any and all rights it may have to set
off,
net, recoup or otherwise withhold or suspend or condition payment
or
performance of any obligation between it and the other party hereunder
against any obligation between it and the other party under any other
agreements. Section 6(e) shall be amended by deleting the following
sentence: “The amount, if any, payable in respect of an Early Termination
Date and determined pursuant to this Section will be subject to any
Set-off.”.
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(k)
|
Amendment.
Notwithstanding any provision to the contrary in this Agreement,
no
amendment of either this Agreement or any Transaction under this
Agreement
shall be permitted by either party unless each of the Swap Rating
Agencies
has been provided prior written notice of the same and such amendment
satisfies the Rating Agency Condition with respect to
S&P.
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(l)
|
Notice
of Certain Events or Circumstances.
Each Party agrees, upon learning of the occurrence or existence of
any
event or condition that constitutes (or that with the giving of notice
or
passage of time or both would constitute) an Event of Default or
Termination Event with respect to such party, promptly to give the
other
Party and to each Swap 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, 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)
|
Cap
Trustee Liability Limitations.
It
is expressly understood and agreed by the parties hereto that (a)
this
Agreement is executed by Citibank, N.A. (“Citi”) not in its individual
capacity, but solely as Cap Trustee under the 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 Cap Trust
is made
and intended not as personal representations, undertakings and agreements
by Citi but are made and intended for the purpose of binding only
the Cap
Trust, (c) nothing herein contained shall be construed as creating
any liability on Citibank, 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 and by any person claiming by, through or under such parties
and; and (d) under no circumstances shall Citi
in its individual capacity be personally liable for any indebtedness
or
expenses of the Cap 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 Cap 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 Party B has appointed the Cap Trustee and the
Trust
Administrator as its agents under the Pooling and Servicing Agreement
and
the Cap Administration Agreement to carry out certain functions on
behalf
of Party B, and that the Cap 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)
|
Limitation
on Events of Default.
Notwithstanding the provisions of Sections 5 and 6, if at any time
and so
long as Party B has satisfied in full all its payment obligations
under
Section 2(a)(i) and has at the time no future payment obligations,
whether
absolute or contingent, under such Section, then unless Party A is
required pursuant to appropriate proceedings to return to Party B
or
otherwise returns to Party B upon demand of Party B any portion of
any
such payment, (a) the occurrence of an event described in Section
5(a)
with respect to Party B shall not constitute an Event of Default
or
Potential Event of Default with respect to Party B as Defaulting
Party and
(b) Party A shall be entitled to designate an Early Termination Date
pursuant to Section 6 only as a result of the occurrence of a Termination
Event set forth in either Section 5(b)(i) or 5(b)(ii) with respect
to
Party A as the Affected Party, or Section 5(b)(iii) with respect
to Party
A as the Burdened Party. For purposes of the Transaction to which
this
Agreement relates, Party B’s only obligation under Section 2(a)(i) is to
pay the Fixed Amount on the Fixed Amount Payer Payment Date. For
the avoidance of doubt, both Party A and Party B acknowledge that
such
Fixed Amount shall be paid by Citibank, N.A., New York on April 30,
2007,
and such payment shall satisfy Party B’s obligation under Section
2(a)(i).
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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)
|
Payment
Instructions. Party A hereby agrees that, unless notified in
writing by Party B of other payment instructions, any and all amounts
payable by Party A to Party B under this Agreement shall be paid
to the
account specified in Item 4 of this Confirmation,
below.
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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 the
Cap Trustee on behalf of the Cap
Trust.
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|
(w)
|
Substantial
financial transactions. Each party hereto is hereby advised and
acknowledges as of the date hereof that the other party has engaged
in (or
refrained from engaging in) substantial financial transactions and
has
taken (or refrained from taking) other material actions in reliance
upon
the entry by the parties into the Transaction being entered into
on the
terms and conditions set forth herein and in the Pooling and Servicing
Agreement relating to such Transaction, as applicable. This paragraph
shall be deemed repeated on the trade date of each
Transaction.
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|
(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.
“Eligible
Guarantee” means an unconditional and irrevocable guarantee of all
present and future payment obligations and obligations to post collateral of
Party A or an Eligible Replacement to Party B under this Agreement that is
provided by an Eligible Guarantor as principal debtor rather than surety and
that is directly enforceable by Party B, the form and substance of which
guarantee are subject to the Rating Agency Condition with respect to
S&P.
“Eligible
Guarantor” means
an
entity that (A) has credit ratings from S&P at least equal to the S&P
Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor with
credit ratings below the Moody’s First Trigger Ratings Threshold will not cause
a Collateral Event (as defined in the Credit Support Annex) not to occur or
continue with respect to Moody’s.
An
Eligible Guarantor shall provide to Party B in writing all credit ratings
described in this definition, upon request of Party B.
“Eligible
Replacement”
means an
entity (A) (i) (a) that has credit ratings from S&P at least equal to the
S&P Approved Ratings Threshold, and (b) has credit ratings from Moody’s at
least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
avoidance of doubt, that an Eligible Replacement with credit ratings below
the
Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
defined in the Credit Support Annex) not to occur or continue with respect
to
Moody’s, or (ii) the present and future obligations (for the avoidance of doubt,
not limited to payment obligations) of which entity to Party B under this
Agreement are guaranteed pursuant to an Eligible Guarantee.
An
Eligible Replacement shall provide to Party B in writing all credit ratings
described in this definition, upon request of Party B
“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.
“Firm
Offer”
means
(A) with respect to an Eligible Replacement, a quotation from such Eligible
Replacement (i) in an amount equal to the actual amount payable by or to Party
B
in consideration of an agreement between Party B and such Eligible Replacement
to replace Party A as the counterparty to this Agreement by way of novation
or,
if such novation is not possible, an agreement between Party B and such Eligible
Replacement to enter into a Replacement Transaction (assuming that all
Transactions hereunder become Terminated Transactions), and (ii) that
constitutes an offer by such Eligible Replacement to replace Party A as the
counterparty to this Agreement or enter a Replacement Transaction that will
become legally binding upon such Eligible Replacement upon acceptance by Party
B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
Guarantor to provide an Eligible Guarantee that will become legally binding
upon
such Eligible Guarantor upon acceptance by the offeree.
“Moody’s”
means Xxxxx’x Investors Service, Inc., or any successor thereto.
“Moody’s
First Trigger Ratings Event” means that no Relevant Entity has
credit ratings from Moody’s at least equal to the Moody’s First Trigger Ratings
Threshold.
“Moody’s
First Trigger Ratings Threshold” means, with respect to Party A,
the guarantor under an Eligible Guarantee or an Eligible Replacement, (i) if
such entity has a short-term unsecured and unsubordinated debt rating from
Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt
rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a
short-term unsecured and unsubordinated debt rating or counterparty rating
from
Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
rating from Moody’s of “A1”.
“Moody’s
Second Trigger Ratings Event” means that no Relevant Entity has
credit ratings from Moody’s at least equal to the Moody’s Second Trigger Ratings
Threshold.
“Moody’s
Second Trigger Ratings Threshold” means, with respect to Party A,
the guarantor under an Eligible Guarantee or an Eligible Replacement, (i) if
such entity has a short-term unsecured and unsubordinated debt rating from
Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
rating from Moody’s of “A3” and a short-term unsecured and unsubordinated debt
rating from Moody’s of “Prime-2”, or (ii) if such entity does not have a
short-term unsecured and unsubordinated debt rating from Moody’s, a long-term
unsecured and unsubordinated debt rating or counterparty rating from Moody’s of
“A3”.
“Permitted
Transfer” means
a
transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d), Part
5(b)(v), Part 5(e) or the second sentence of Section 7 (as amended herein)
to a
transferee (the “Transferee”)
of all,
but not less than all, of Party A’s rights, liabilities, duties and obligations
under this Agreement, with respect to which transfer each of the following
conditions is satisfied: (a) the Transferee is an Eligible Replacement; (b)
Party A and the Transferee are both “dealers in notional principal contracts”
within the meaning of Treasury regulations section 1.1001-4 (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) pursuant to a written instrument (the “Transfer
Agreement”),
the
Transferee acquires and assumes all rights and obligations of Party A under
the
Agreement and the relevant Transaction; (f) Party B shall have determined,
in
its sole discretion, acting in a commercially reasonable manner, that such
Transfer Agreement is effective to transfer to the Transferee all, but not
less
than all, of Party A’s rights and obligations under the Agreement and all
relevant Transactions; (g) Party A will be responsible for any costs or expenses
incurred in connection with such transfer (including any replacement cost of
entering into a replacement transaction); (h) either (A) Moody’s has been given
prior written notice of such transfer and the Rating Agency Condition is
satisfied with respect to S&P or (B) each Swap Rating Agency has been given
prior written notice of such transfer and such transfer is in connection with
the assignment and assumption of this Agreement without modification of its
terms, other than party names, dates relevant to the effective date of such
transfer, tax representations (provided that the representations in Part 2(a)(i)
are not modified) and any other representations regarding the status of the
substitute counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2)
or Part 5(v)(ii), notice information and account details; and (i) such transfer
otherwise complies with the terms of the Pooling and Servicing
Agreement.
“Rating
Agency Condition”
means,
with respect to any particular proposed act or omission to act hereunder and
each Swap Rating Agency specified in connection with such proposed act or
omission, that the party acting or failing to act must consult with each of
the
specified Swap Rating Agencies and receive from each such Swap Rating Agency
a
prior written confirmation that the proposed action or inaction would not cause
a downgrade or withdrawal of the then-current rating of any Certificates or
Notes.
“Relevant
Entity” means Party A and, to the extent applicable, a guarantor
under an Eligible Guarantee.
“Replacement
Transaction” means, with respect to any Terminated Transaction or
group of Terminated Transactions, a transaction or group of transactions that
(i) would have the effect of preserving for Party B the economic equivalent
of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have been required after that Date, and (ii)
has terms which are substantially the same as this Agreement, including, without
limitation, rating triggers, Regulation AB compliance, and credit support
documentation, save for the exclusion of provisions relating to Transactions
that are not Terminated Transaction, as determined by Party B in its sole
discretion, acting in a commercially reasonable manner.
“Required
Ratings Downgrade Event” means that no Relevant Entity has credit
ratings 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 Downgrade Event” means that no Relevant Entity
has credit ratings at least equal to the S&P Approved Ratings
Threshold.
“S&P
Approved Ratings Threshold” means, with respect to Party A, the
guarantor under an Eligible Guarantee or an Eligible Replacement, a short-term
unsecured and unsubordinated debt rating from S&P of “A-1”, or, if such
entity does not have a short-term unsecured and unsubordinated debt rating
from
S&P, a long-term unsecured and unsubordinated debt rating or counterparty
rating from S&P of “A+”.
“S&P
Required Ratings Downgrade Event” means that no Relevant Entity
has credit ratings 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, a long-term
unsecured and unsubordinated debt rating or counterparty rating from S&P of
“BBB-”.
“Swap
Rating Agencies”
means,
with respect to any date of determination, each of S&P and Moody’s, to the
extent that each such rating agency is then providing a rating for any of the
Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
Series 2007-AMC3
(the
“Certificates”) or any notes backed by the Certificates (the
“Notes”).
[Remainder
of this page intentionally left blank.]
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.
Xxx
Xxxx,
XX 00000
ABA#
000000000
Acct
Name: Structured Finance Incoming Wire Account
Acct
No.
3617-2242
Ref:
CMLTI 2007-AMC3 CAP A/C #106596
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 CAP TRUSTEE ON BEHALF OF
THE
CAP TRUST WITH RESPECT TO THE CITIGROUP MORTGAGE LOAN TRUST 2007-AMC3, CITIGROUP
MORTGAGE LOAN TRUST INC., ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES
2007-AMC3
By: _______________________________
Name:
Title:
am
SCHEDULE
I
(all
such
dates subject to adjustment in accordance with the Following Business Day
Convention)
|
From
and including
|
To
but excluding
|
Notional
Amount
(USD)
|
||
|
Effective
Date
|
5/25/2007
|
3,914,307.80
|
||
|
5/25/2007
|
6/25/2007
|
3,868,951.56
|
||
|
6/25/2007
|
7/25/2007
|
3,815,671.95
|
||
|
7/25/2007
|
8/25/2007
|
3,752,749.27
|
||
|
8/25/2007
|
9/25/2007
|
3,681,409.51
|
||
|
9/25/2007
|
10/25/2007
|
3,602,487.68
|
||
|
10/25/2007
|
11/25/2007
|
3,514,779.25
|
||
|
11/25/2007
|
12/25/2007
|
3,418,261.12
|
||
|
12/25/2007
|
1/25/2008
|
3,310,681.23
|
||
|
1/25/2008
|
2/25/2008
|
3,195,195.51
|
||
|
2/25/2008
|
3/25/2008
|
3,079,476.54
|
||
|
3/25/2008
|
4/25/2008
|
2,965,881.09
|
||
|
4/25/2008
|
5/25/2008
|
2,854,907.83
|
||
|
5/25/2008
|
6/25/2008
|
2,747,030.37
|
||
|
6/25/2008
|
7/25/2008
|
2,642,538.48
|
||
|
7/25/2008
|
8/25/2008
|
2,537,719.73
|
||
|
8/25/2008
|
9/25/2008
|
2,428,609.92
|
||
|
9/25/2008
|
10/25/2008
|
2,306,851.58
|
||
|
10/25/2008
|
11/25/2008
|
2,184,084.34
|
||
|
11/25/2008
|
12/25/2008
|
2,068,143.09
|
||
|
12/25/2008
|
1/25/2009
|
1,957,880.66
|
||
|
1/25/2009
|
2/25/2009
|
1,851,517.80
|
||
|
2/25/2009
|
3/25/2009
|
1,747,658.08
|
||
|
3/25/2009
|
4/25/2009
|
1,647,891.17
|
||
|
4/25/2009
|
5/25/2009
|
1,553,924.43
|
||
|
5/25/2009
|
6/25/2009
|
1,475,874.10
|
||
|
6/25/2009
|
7/25/2009
|
1,399,783.29
|
||
|
7/25/2009
|
8/25/2009
|
1,324,131.59
|
||
|
8/25/2009
|
9/25/2009
|
1,256,716.56
|
||
|
9/25/2009
|
10/25/2009
|
1,196,237.36
|
||
|
10/25/2009
|
11/25/2009
|
1,138,599.21
|
||
|
11/25/2009
|
12/25/2009
|
1,083,652.24
|
||
|
12/25/2009
|
1/25/2010
|
1,031,275.28
|
||
|
1/25/2010
|
2/25/2010
|
981,335.77
|
||
|
2/25/2010
|
3/25/2010
|
933,718.65
|
||
|
3/25/2010
|
4/25/2010
|
888,287.34
|
||
|
4/25/2010
|
5/25/2010
|
845,106.78
|
||
|
5/25/2010
|
6/25/2010
|
845,106.78
|
||
|
6/25/2010
|
7/25/2010
|
845,106.78
|
||
|
7/25/2010
|
8/25/2010
|
845,106.78
|
||
|
8/25/2010
|
9/25/2010
|
821,321.47
|
||
|
9/25/2010
|
10/25/2010
|
794,581.14
|
||
|
10/25/2010
|
11/25/2010
|
768,716.70
|
||
|
11/25/2010
|
12/25/2010
|
743,699.26
|
||
|
12/25/2010
|
1/25/2011
|
719,500.94
|
||
|
1/25/2011
|
2/25/2011
|
696,094.92
|
||
|
2/25/2011
|
3/25/2011
|
673,455.62
|
||
|
3/25/2011
|
4/25/2011
|
651,557.42
|
||
|
4/25/2011
|
5/25/2011
|
630,375.40
|
||
|
5/25/2011
|
6/25/2011
|
607,405.54
|
||
|
6/25/2011
|
7/25/2011
|
585,278.87
|
||
|
7/25/2011
|
8/25/2011
|
563,964.23
|
||
|
8/25/2011
|
9/25/2011
|
543,431.74
|
||
|
9/25/2011
|
10/25/2011
|
523,652.34
|
||
|
10/25/2011
|
11/25/2011
|
504,597.76
|
||
|
11/25/2011
|
12/25/2011
|
486,241.45
|
||
|
12/25/2011
|
1/25/2012
|
468,555.38
|
||
|
1/25/2012
|
2/25/2012
|
451,507.07
|
||
|
2/25/2012
|
3/25/2012
|
435,044.38
|
||
|
3/25/2012
|
4/25/2012
|
419,164.44
|
||
|
4/25/2012
|
5/25/2012
|
403,867.68
|
||
|
5/25/2012
|
6/25/2012
|
389,132.50
|
||
|
6/25/2012
|
Termination
Date
|
374,938.17
|
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 April 30, 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 Cap Trustee on behalf of
the
Cap Trust with respect to the Citigroup Mortgage Loan Trust 2007-AMC3, Citigroup
Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series
2007-AMC3
(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 April 30, 2007, between Party
A
and Party B, Reference Number FXNCC9468.
Paragraph
13. Elections and Variables.
| (a) |
Security
Interest for “Obligations”.
The term “Obligations”
as
used in this Annex includes the following additional
obligations:
|
With
respect to Party A: not applicable.
With
respect to Party B: not applicable.
| (b) |
Credit
Support Obligations.
|
| (i) |
Delivery
Amount, Return Amount and Credit Support
Amount.
|
| (A) |
“Delivery
Amount”
has the meaning specified in Paragraph 3(a) as amended (I) by deleting
the
words “upon a demand made by the Secured Party on or promptly following a
Valuation Date” and inserting in lieu thereof the words “not later than
the close of business on each Valuation Date” and (II) by deleting in its
entirety the sentence beginning “Unless otherwise specified in Paragraph
13” and ending “(ii) the Value as of that Valuation Date of all Posted
Credit Support held by the Secured Party.” and inserting in lieu thereof
the following:
|
The
“Delivery
Amount”
applicable to the Pledgor for any Valuation Date will equal the greatest of
|
(1)
|
the
amount by which (a) the S&P Credit Support Amount for such Valuation
Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
Credit Support held by the Secured Party,
|
|
(2)
|
the
amount by which (a) the Moody’s First Trigger Credit Support Amount for
such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
Valuation Date of all Posted Credit Support held by the Secured Party,
and
|
|
(3)
|
the
amount by which (a) the Moody’s Second Trigger Credit Support Amount for
such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
such Valuation Date of all Posted Credit Support held by the Secured
Party.
|
| (B) |
“Return
Amount”
has the meaning specified in Paragraph 3(b) as amended by deleting
in its
entirety the sentence beginning “Unless otherwise specified in Paragraph
13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
thereof the following:
|
The
“Return
Amount”
applicable to the Secured Party for any Valuation Date will equal the least
of
|
(1)
|
the
amount by which (a) the S&P Value as of such Valuation Date of all
Posted Credit Support held by the Secured Party exceeds (b) the S&P
Credit Support Amount for such Valuation Date,
|
|
(2)
|
the
amount by which (a) the Moody’s First Trigger Value as of such Valuation
Date of all Posted Credit Support held by the Secured Party exceeds
(b)
the Moody’s First Trigger Credit Support Amount for such Valuation Date,
and
|
|
(3)
|
the
amount by which (a) the Moody’s Second Trigger Value as of such Valuation
Date of all Posted Credit Support held by the Secured Party exceeds
(b)
the Moody’s Second Trigger Credit Support Amount for such Valuation
Date.
|
| (C) |
“Credit
Support Amount”
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 Moody’s First Trigger Credit Support Amount, or
the Moody’s Second Trigger Credit Support Amount, in each case 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 described in (D) and (E) of
column one of the Collateral Schedule to be denominated in USD).
| (iii) |
Other
Eligible Support.
|
The
following items will qualify as “Other
Eligible Support”
for the
party specified:
Not
applicable.
| (iv) |
Threshold.
|
| (A) |
“Independent
Amount”
means zero with respect to Party A and Party
B.
|
| (B) |
“Threshold”
means, with respect to Party A and any Valuation Date, zero if (i)
a
Collateral Event has occurred and has been continuing (x) for at least
30
days or (y) since this Annex was executed or (ii) a Required Ratings
Downgrade Event has occurred and is continuing; otherwise,
infinity.
|
“Threshold”
means,
with respect to Party B and any Valuation Date, infinity.
| (C) |
“Minimum
Transfer Amount” means
USD 100,000 with respect to Party A and Party B; provided, however,
that
if the aggregate Certificate Principal Balance of the Certificates
and the
aggregate principal balance of the 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 Credit Support Amount,
the Xxxxx’x First Trigger Credit Support Amount or the Xxxxx’x Second
Trigger Credit Support Amount is greater than
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.
|
| (v) |
External
Calculations.
At
any time at which Party A (or, to the extent applicable, its Credit
Support Provider) does not have a long-term unsubordinated and unsecured
debt rating of at least “BBB+” from S&P, the Valuation Agent shall (at
its own expense) obtain external calculations of Party B’s Exposure from
at least two Reference Market-makers on the last Local Business Day
of
each calendar month. Any determination of the S&P Credit Support
Amount shall be based on the greatest of Party B’s Exposure determined by
the Valuation Agent and such Reference Market-makers. Such external
calculation may not be obtained from the same Reference Market-maker
more
than four times in any 12-month period.
|
| (vi) |
Notice
to S&P.
At
any time at which Party A (or, to the extent applicable, its Credit
Support Provider) does not have a long-term unsubordinated and unsecured
debt rating of at least “BBB+” from S&P, the Valuation Agent shall
provide to S&P not later than the Notification Time on the Local
Business Day following each Valuation Date its calculations of Party
B’s
Exposure and the S&P Value of any Eligible Credit Support or Posted
Credit Support for that Valuation Date. The Valuation Agent shall also
provide to S&P any external marks of Party B’s
Exposure.
|
| (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, Xxxxx’x First Trigger
Value, and Xxxxx’x Second Trigger Value, on any date, of Eligible
Collateral other than Cash will be calculated as follows:
|
For
Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
the
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.
| (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.
|
|
(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
a short-term unsecured and unsubordinated debt rating from S&P of at
least “A-1”.
|
Initially,
the Custodian
for
Party B is: Cap Trustee
| (ii) |
Use
of Posted Collateral.
The provisions of Paragraph 6(c) will not apply to Party B, and Party
B
shall not have any right to use Posted Collateral or take any action
specified in such Paragraph 6(c).
|
| (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.
Clause (d)(i) of Paragraph 6 shall be amended and restated to read
in its
entirety as follows:
|
“(i)
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 that
has been received by the Secured Party and 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:
Xxx
Xxxx,
XX 00000
ABA#
000000000
Acct
Name: Structured Finance Incoming Wire Account
Acct
No.
3617-2242
Ref:
CMLTI 2007-AMC3 CAP Collateral A/C #106593
| (m) |
Other
Provisions.
|
| (i) |
Collateral
Account.
Party B shall open and maintain a segregated account, which shall be
an
Eligible 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 First Trigger Value,
Xxxxx’x Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
deleting the words “a Value” and inserting in lieu thereof “an S&P
Value, Xxxxx’x First Trigger Value, and Xxxxx’x Second Trigger Value” and
(B) deleting the words “the Value” and inserting in lieu thereof “S&P
Value, Xxxxx’x First Trigger Value, and Xxxxx’x Second Trigger Value”.
Paragraph 5 (flush language) is hereby amended by deleting the word
“Value” and inserting in lieu thereof “S&P Value, Xxxxx’x First
Trigger Value, or Xxxxx’x Second Trigger Value”. Paragraph 5(i) (flush
language) is hereby amended by deleting the word “Value” and inserting in
lieu thereof “S&P Value, Xxxxx’x First Trigger Value, and Xxxxx’x
Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
word “the Value, if” and inserting in lieu thereof “any one or more of the
S&P Value, Xxxxx’x First Trigger Value, or Xxxxx’x Second Trigger
Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
first instance of the words “the Value” and inserting in lieu thereof “any
one or more of the S&P Value, Xxxxx’x First Trigger Value, or Xxxxx’x
Second Trigger Value” and (2) deleting the second instance of the words
“the Value” and inserting in lieu thereof “such disputed S&P Value,
Xxxxx’x First Trigger Value, or Xxxxx’x Second Trigger Value”. Each of
Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by deleting
the word “Value” and inserting in lieu thereof “least of the S&P
Value, Xxxxx’x First Trigger Value, and Xxxxx’x Second Trigger Value”.
|
| (iv) |
Form
of Annex. Party
A and Party B hereby agree that the text of Paragraphs 1 through 12,
inclusive, of this Annex is intended to be the printed form of ISDA
Credit
Support Annex (Bilateral Form - ISDA Agreements Subject to New York
Law
Only version) as
published and copyrighted in 1994 by the International Swaps and
Derivatives Association, Inc.
|
| (v) |
Events
of Default.
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 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:
“Collateral
Event” means
that no Relevant Entity has credit ratings at least equal to the Approved
Ratings Threshold.
“DV01”
means,
with respect to a Transaction and any date of determination, the estimated
change in the Secured Party’s Transaction Exposure with respect to such
Transaction that would result from a one basis point change in the relevant
swap
curve on such date, as determined by the Valuation Agent in good faith and
in a
commercially reasonable manner. The Valuation Agent shall, upon request of
Party
B, provide to Party B a statement showing in reasonable detail such
calculation.
“Exposure”
has the meaning specified in Paragraph 12, except that after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
Schedule is deleted)” shall be inserted.
“Local
Business Day”
means,
for purposes of this Annex: any day on which (A) commercial banks are open
for
business (including dealings in foreign exchange and foreign currency deposits)
in New York and the location of Party A, Party B and any Custodian, and (B)
in
relation to a Transfer of Eligible Collateral, any day on which the clearance
system agreed between the parties for the delivery of Eligible Collateral is
open for acceptance and execution of settlement instructions (or in the case
of
a Transfer of Cash or other Eligible Collateral for which delivery is
contemplated by other means a day on which commercial banks are open for
business (including dealings in foreign exchange and foreign deposits) in New
York and the location of Party A, Party B and any Custodian.
“Xxxxx’x
First Trigger Credit Support Amount” means,
for any Valuation Date, the excess, if any, of
|
(I)
|
(A)
|
for
any Valuation Date on which (I) a Xxxxx’x First Trigger Ratings Event has
occurred and has been continuing (x) for at least 30 Local Business
Days
or (y) since this Annex was executed and (II) it is not the case
that a
Xxxxx’x Second Trigger Ratings Event has occurred and been continuing for
at least 30 Local Business Days, an amount equal to the greater of
(a)
zero and (b) the sum of (i) the Secured Party’s Exposure for such
Valuation Date and (ii) the sum, for each Transaction to which this
Annex
relates, of the 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) Xxxxx’x
First Trigger Notional Amount Multiplier, (ii) if a Scale Factor
is
specified in such Transaction, the Scale Factor (as defined in such
Transaction) for such Transaction, or, if no Scale Factor is specified
in
such Transaction, 1 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,
or
|
|
(B)
|
for
any other Valuation Date, zero,
over
|
(II) the
Threshold for Party A such Valuation Date.
“Xxxxx’x
First Trigger DV01 Multiplier”
means
15.
“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 Paragraph
13(b)(ii).
“Xxxxx’x
First Trigger Notional Amount Multiplier”
means
2%.
“Xxxxx’x
Second Trigger Credit Support Amount”
means,
for any Valuation Date, the excess, if any, of
|
(I)
|
(A)
|
for
any Valuation Date on which it is the case that a Xxxxx’x Second Trigger
Ratings Event has occurred and been continuing for at least 30 Local
Business Days, an amount equal to the greatest of (a) zero, (b) the
aggregate amount of the next payment due to be paid by Party A under
each
Transaction to which this Annex relates, and (c) the sum of (x) the
Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
Transaction to which this Annex relates,
of:
|
| (1) |
if
such Transaction is not a Transaction-Specific Hedge, the lesser of
(i)
the product of the Xxxxx’x Second Trigger DV01 Multiplier and DV01 for
such Transaction and such Valuation Date and (ii) the product of (1)
the
Xxxxx’x Second Trigger Notional Amount Multiplier, (2) if a Scale Factor
is specified in such Transaction, the Scale Factor (as defined in such
Transaction) for such Transaction, or, if no Scale Factor is specified
in
such Transaction, 1 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
|
| (2) |
if
such Transaction is a Transaction-Specific Hedge, the lesser of (i)
the
product of the Xxxxx’x Second Trigger Transaction-Specific Hedge DV01
Multiplier and DV01 for such Transaction and such Valuation Date and
(ii)
the product of (1) the Xxxxx’x Second Trigger Transaction-Specific Hedge
Notional Amount Multiplier, (2) if a Scale Factor is specified in such
Transaction, the Scale Factor (as defined in such Transaction) for
such
Transaction, or, if no Scale Factor is specified in such Transaction,
1
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)
|
for
any other Valuation Date, zero,
over
|
(II) the
Threshold for Party A for 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
Second 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 Second Trigger
Valuation Percentage for such Eligible Collateral set forth in Paragraph
13(b)(ii).
“Remaining
Weighted Average Maturity” means,
with respect to a Transaction, the expected weighted average maturity for such
Transaction as determined by the Valuation Agent.
“S&P
Credit Support Amount”
means,
for any Valuation Date, the excess, if any, of
|
(I)
|
(A)
|
for
any Valuation Date on which (i) an S&P Approved Ratings Downgrade
Event has occurred and been continuing for at least 30 days or (ii)
a
S&P Required Ratings Downgrade Event has occurred and is continuing,
an amount equal to the sum of (1) 100.0% of the Secured Party’s Exposure
for such Valuation Date and (2) the sum, for each Transaction to
which
this Annex relates, of the product of (i) the Volatility Buffer for
such
Transaction, (ii) if a Scale Factor is specified in such Transaction,
the
Scale Factor (as defined in such Transaction) for such Transaction,
or, if
no Scale Factor is specified in such Transaction, 1 and (iii) the
Notional
Amount of such Transaction for the Calculation Period of such Transaction
(each as defined in the related Confirmation) which includes such
Valuation Date, or
|
|
(B)
|
for
any other Valuation Date, zero,
over
|
(II) the
Threshold for Party A for such Valuation Date.
“S&P
Value”
means,
on any date and with respect to any Eligible Collateral other than Cash, the
product of (A) the bid price obtained by the Valuation Agent for such Eligible
Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
set forth in paragraph 13(b)(ii).
“Transaction
Exposure”
means,
for any Transaction, Exposure determined as if such Transaction were the only
Transaction between the Secured Party and the Pledgor.
“Transaction-Specific
Hedge” means
any
Transaction that is (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, Xxxxx’x First Trigger
Value, or Xxxxx’x Second Trigger Value with respect to any Eligible Collateral
or Posted Collateral, the applicable S&P Valuation Percentage, Xxxxx’x First
Trigger Valuation Percentage, or Xxxxx’x Second Trigger Valuation Percentage for
such Eligible Collateral or Posted Collateral, respectively, in each case as
set
forth in Paragraph 13(b)(ii).
“Value”
shall
mean, in respect of any date, the related S&P Value, the related Xxxxx’x
First Trigger Value, and the related Xxxxx’x Second Trigger Value.
“Volatility
Buffer”
means,
for any Transaction, the related percentage set forth in the following table.
|
The
higher of the S&P credit rating of (i) Party A and (ii) the Credit
Support Provider of Party A, if applicable
|
Remaining
Weighted Average Maturity
up
to 3 years
|
Remaining
Weighted Average Maturity
up
to 5 years
|
Remaining
Weighted Average Maturity
up
to 10 years
|
Remaining
Weighted Average Maturity
up
to 30 years
|
|
“A-2”
or higher
|
2.75%
|
3.25%
|
4.00%
|
4.75%
|
|
“A-3”
|
3.25%
|
4.00%
|
5.00%
|
6.25%
|
|
“BB+”
or
lower
|
3.50%
|
4.50%
|
6.75%
|
7.50%
|
[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.
By: _____________________________
Name
Title:
Date:
|
CITIBANK,
N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS CAP TRUSTEE ON
BEHALF
OF THE CAP TRUST WITH RESPECT TO THE CITIGROUP MORTGAGE LOAN TRUST
2007-AMC3, CITIGROUP MORTGAGE LOAN TRUST INC., ASSET-BACKED PASS-THROUGH
CERTIFICATES, SERIES 2007-AMC3
By: _____________________________
Name
Title:
Date:
|
SCHEDULE
A
ELIGIBLE
COLLATERAL
|
ISDA
Collateral Asset Definition
(ICAD) Code
|
Remaining
Maturity in Years
|
S&P
Valuation
Percentage
|
Xxxxx’x
First
Trigger Valuation
Percentage
|
Xxxxx’x
Second
Trigger
Valuation
Percentage
|
|
(A)
US-CASH
|
N/A
|
100%
|
100%
|
100%
|
|
(B)
EU-CASH
|
N/A
|
92.5%
|
98%
|
94%
|
|
(C)
GB-CASH
|
N/A
|
94.1%
|
98%
|
95%
|
|
(D)
US-TBILL
US-TNOTE
US-TBOND
|
||||
|
1
or less
|
98.9%
|
100%
|
100%
|
|
|
More
than 1 but not more than 2
|
98.0%
|
100%
|
99%
|
|
|
More
than 2 but not more than 3
|
97.4%
|
100%
|
98%
|
|
|
More
than 3 but not more than 5
|
95.5%
|
100%
|
97%
|
|
|
More
than 5 but not more than 7
|
93.7%
|
100%
|
96%
|
|
|
More
than 7 but not more than 10
|
92.5%
|
100%
|
94%
|
|
|
More
than 10 but not more than 20
|
91.1%
|
100%
|
90%
|
|
|
More
than 20
|
88.6%
|
100%
|
88%
|
|
|
(E)
US-GNMA
US-FNMA
US-FHLMC
|
||||
|
1
or less
|
98.5%
|
100%
|
99%
|
|
|
More
than 1 but not more than 2
|
97.7%
|
100%
|
99%
|
|
|
More
than 2 but not more than 3
|
97.3%
|
100%
|
98%
|
|
|
More
than 3 but not more than 5
|
94.5%
|
100%
|
96%
|
|
|
More
than 5 but not more than 7
|
93.1%
|
100%
|
93%
|
|
|
More
than 7 but not more than 10
|
90.7%
|
100%
|
93%
|
|
|
More
than 10 but not more than 20
|
87.7%
|
100%
|
89%
|
|
|
More
than 20
|
84.4%
|
100%
|
87%
|
|
|
(F)
Fixed-Rate GA-EUROZONE-GOV
|
Rated
AAA or better by S&P
|
Rated
Aa3 or better by Xxxxx'x
|
Rated
Aa3 or better by Xxxxx'x
|
|
|
1
or less
|
98.8%
|
98%
|
94%
|
|
|
More
than 1 but not more than 2
|
97.9%
|
98%
|
93%
|
|
|
More
than 2 but not more than 3
|
97.1%
|
98%
|
92%
|
|
|
More
than 3 but not more than 5
|
91.2%
|
98%
|
90%
|
|
|
More
than 5 but not more than 7
|
87.5%
|
98%
|
89%
|
|
|
More
than 7 but not more than 10
|
83.8%
|
98%
|
88%
|
|
|
More
than 10 but not more than 20
|
75.5%
|
98%
|
84%
|
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.
EXHIBIT
J
FORM
OF
CAP ADMINISTRATION AGREEMENT
CAP
ADMINISTRATION AGREEMENT
This
Cap
Administration Agreement, dated as of April 30, 2007 (this “Agreement”), among
Citibank, N.A. (“Citibank”), as cap trustee for the cap trust (in such capacity,
the “Cap Trustee”),
as
trust administrator (in such capacity, the “Trust Administrator”) and as cap
administrator (in such capacity, the “Cap Administrator”), and Citigroup Global
Markets Realty Corp. (“CGMRC”), as majority holder of the Class CE-1
Certificates (the “Class CE-1 Holder”), or its designee.
WHEREAS,
the Cap Trustee, on behalf of a separate trust established hereunder which
holds
an Interest
Rate Cap Contract
(the
“Cap Contract”), a copy of which is attached hereto as Exhibit A, between the
Cap Trustee and Bear Xxxxxxx Financial Products Inc. (the “Cap Provider”), is a
counterparty to the Cap Contract;
and
WHEREAS,
it is desirable to irrevocably appoint the Cap Trustee, and the Cap Trustee
desires to accept such appointment, to receive and distribute funds payable
by
the Cap Provider to the Cap Trustee under the Cap Contract as provided herein;
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:
1.
Definitions.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned thereto in the Pooling and Servicing Agreement,
dated as of April 1, 2007 (the “Pooling and Servicing Agreement”), among
Citigroup Mortgage Loan Trust Inc. as depositor (the “Depositor”), Xxxxxx Loan
Servicing LP as servicer (the “Servicer”), the Trust Administrator and U.S. Bank
National Association as trustee (the “Trustee”), relating to the Citigroup
Mortgage Loan Trust 2007-AMC3 (the “Trust”), Asset-Backed Pass-Through
Certificates, Series 2007-AMC3 (the “Certificates”), or in the related
Indenture, as the case may be, as in effect on the date hereof.
2.
Cap
Trust.
There
is hereby established a separate trust (the “Cap Trust”), into which the Cap
Trustee shall deposit the Cap Contract. The Cap Trust shall be maintained by
the
Cap Trustee and administered on its behalf by the Cap Administrator. The sole
assets of the Cap Trust shall be the Cap Contract and the Cap Trust Account.
For
the avoidance of doubt, the parties hereto acknowledge and agree that all
functions of the Cap Trustee hereunder shall be performed on its behalf by
the
Cap Administrator.
3.
Cap
Trustee.
(a) The
Cap
Trustee is hereby irrevocably appointed to receive all funds paid to the Cap
Trustee by the Cap Provider under the Cap Contract (including any Cap
Termination Payment) and the Cap Trustee accepts such appointment and hereby
agrees to receive such amounts, deposit such amounts into the Cap Trust Account
and to distribute on each Distribution Date such amounts in the following order
of priority:
(i) first,
for deposit into the Cap Account (established under the Pooling and Servicing
Agreement), an amount equal to the aggregate amount required for distribution
to
the holders of the Floating Rate Certificates pursuant to Section 4.01(a)(6)(i)
through 4.01(a)(6)(vi) of the Pooling and Servicing Agreement;
(ii) second,
to the Class CE-1 Holder, as majority holder of the Class CE-1 Certificates,
or
its designee, any amounts remaining after payment of (i) above, provided,
however,
upon the
issuance of notes by an issuer (the “Trust”), secured by all or a portion of the
Class CE-1 Certificates and the Class P Certificates (the “NIM Notes”), the
Class CE-1 Holder, as majority holder of the Class CE-1 Certificates, or its
designee, hereby instructs the Cap Trustee to make any payments under this
clause 3(a)(ii):
(A) to
the
Indenture Trustee for the Trust, for deposit into the Note Account (each as
defined in the related Indenture), for distribution in accordance with the
terms
of the Indenture until satisfaction and discharge of the Indenture;
and
(B) after
satisfaction and discharge of the Indenture, to the Holders of the Class CE-1
Certificates, pro
rata
based on
the outstanding Notional Amount of each such Certificate.
(b) The
Cap
Trustee agrees to hold any amounts received from the Cap Provider in trust
upon
the terms and conditions and for the exclusive use and benefit of the Trust
Administrator (in turn for the benefit of the Certificateholders, the
Noteholders and the Class CE-1 Holder) as set forth herein. The rights, duties
and liabilities of the Cap Trustee in respect of this Agreement shall be as
follows:
(i) The
Cap
Trustee shall have the full power and authority to do all things not
inconsistent with the provisions of this Agreement that may be deemed advisable
in order to enforce the provisions hereof. The Cap Trustee shall not be
answerable or accountable except for its own bad faith, willful misconduct
or
negligence. The Cap Trustee shall not be required to take any action to exercise
or enforce any of its rights or powers hereunder which, in the opinion of the
Cap Trustee, shall be likely to involve expense or liability to the Cap Trustee,
unless the Cap Trustee shall have received an agreement satisfactory to it
in
its sole discretion to indemnify it against such liability and
expense.
(ii) The
Cap
Trustee shall not be liable with respect to any action taken or omitted to
be
taken by it in good faith in accordance with the direction of any party hereto,
or otherwise as provided herein, relating to the time, method and place of
conducting any proceeding for any remedy available to the Cap Trustee or
exercising any right or power conferred upon the Cap Trustee under this
Agreement.
(iii) The
Cap
Trustee may perform any duties hereunder either directly or by or through agents
or attorneys of the Cap Trustee. The Cap Trustee shall not be liable for the
acts or omissions of its agents or attorneys so long as the Cap Trustee chose
such Persons with due care.
4. Cap
Trust Account.
The Cap
Trustee shall segregate and hold all funds received from the Cap Provider
(including any Cap Termination Payment) separate and apart from any of its
own
funds and general assets and shall establish and maintain in the name of the
Cap
Trustee one or more segregated accounts (the “Cap Trust Account”).
| 5. |
[Reserved].
|
6. Representations
and Warranties of Citibank.
Citibank represents and warrants as follows:
(a) Citibank
is duly organized and validly existing as a national trust company under the
laws of the United States and has all requisite power and authority to execute
and deliver this Agreement and to perform its obligations as Cap Trustee
hereunder.
(b) The
execution, delivery and performance of this Agreement by Citibank as Cap Trustee
have been duly authorized in the Pooling and Servicing Agreement.
(c) This
Agreement has been duly executed and delivered by Citibank as Cap Trustee,
Cap
Administrator and Trust Administrator and is enforceable against Citibank in
such capacities in accordance with its terms, except as enforceability may
be
affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights
generally, general equitable principles (whether considered in a proceeding
in
equity or at law).
| 7. |
Replacement
of Cap Trustee.
|
Any
corporation, bank, trust company or association into which the Cap Trustee
may
be merged or converted or with which it may be consolidated, or any corporation,
bank, trust company or association resulting from any merger, conversion or
consolidation to which the Cap Trustee shall be a party, or any corporation,
bank, trust company or association succeeding to all or substantially all the
corporate trust business of the Cap Trustee, shall be the successor of the
Cap
Trustee hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, except to the extent that
assumption of its duties and obligations, as such, is not effected by operation
of law.
No
resignation or removal of the Cap Trustee and no appointment of a successor
Cap
Trustee shall become effective until the appointment by CGMRC or its designee
of
a successor Cap Trustee. Any successor Cap Trustee shall execute such documents
or instruments necessary or appropriate to vest in and confirm to such successor
Cap Trustee all such rights and powers conferred by this Agreement.
The
Cap
Trustee may resign at any time by giving written notice thereof to the other
parties hereto. If a successor cap trustee shall not have accepted the
appointment hereunder within 30 days after the giving by the resigning Cap
Trustee of such notice of resignation, the resigning Cap Trustee may petition
any court of competent jurisdiction for the appointment of a successor Cap
Trustee.
In
the
event of a resignation or removal of the Cap Trustee, CGMRC or its designee
shall promptly appoint a successor Cap Trustee.
| 8. |
Cap
Trustee Obligations.
|
Whenever
the Cap Trustee, as a party to the Cap Contract, has the option or is requested
in such capacity, whether such request is by the Cap Provider, to take any
action or to give any consent, approval or waiver that it is on behalf of the
Cap Trust entitled to take or give in such capacity, including, without
limitation, in connection with an amendment of such agreement or the occurrence
of a default or termination event thereunder, the Cap Trustee shall promptly
notify the parties hereto, of such request in such detail as is available to
it
and, shall, on behalf of the parties hereto, take such action in connection
with
the exercise and/or enforcement of any rights and/or remedies available to
it in
such capacity with respect to such request as CGMRC or its designee shall direct
in writing; provided that if no such direction is received prior to the date
that is established for taking such action or giving such consent, approval
or
waiver (notice of which date shall be given by the Cap Trustee to the parties
hereto, if any), the Cap Trustee may abstain from taking such action or giving
such consent, approval or waiver.
The
Cap
Trustee shall forward to the parties hereto, on the Distribution Date following
its receipt thereof, copies of any and all notices, statements, reports and/or
other material communications and information (collectively, the “Cap Reports”)
that it receives in connection with the Cap Contract or from the counterparty
thereto.
| 9. |
Miscellaneous.
|
(a) This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York.
(b) Any
action or proceeding against any of the parties hereto relating in any way
to
this Agreement may be brought and enforced in the courts of the State of New
York sitting in the borough of Manhattan or of the United States District Court
for the Southern District of New York and the Cap Trustee irrevocably submits
to
the jurisdiction of each such court in respect of any such action or proceeding.
The Cap Trustee waives, to the fullest extent permitted by law, any right to
remove any such action or proceeding by reason of improper venue or inconvenient
forum.
(c) This
Agreement may be amended, supplemented or modified in writing by the parties
hereto, but only with the consent of CGMRC.
(d) This
Agreement may not be assigned or transferred without the prior written consent
of CGMRC and the NIMS Insurer, if any; provided, however, the parties hereto
acknowledge and agree to the assignment of the rights of the Class CE-1 Holder,
as majority holder of the Class CE-1 Certificates, or its designee, pursuant
to
the Sale Agreement, the Trust Agreement and the Indenture.
(e) This
Agreement may be executed by one or more of the parties to this Agreement on
any
number of separate counterparts (including by facsimile transmission), and
all
such counterparts taken together shall be deemed to constitute one and the
same
instrument.
(f) Any
provision of this Agreement which is prohibited 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 shall not invalidate or render unenforceable such provision in
any
other jurisdiction.
(g) The
representations and warranties made by the parties to this Agreement shall
survive the execution and delivery of this Agreement. No act or omission on
the
part of any party hereto shall constitute a waiver of any such representation
or
warranty.
(h) The
article and section headings herein are for convenience of reference only,
and
shall not limit or otherwise affect the meaning hereof.
(i) The
representations and warranties made by the parties to this Agreement shall
survive the execution and delivery of this Agreement. No act or omission on
the
part of any party hereto shall constitute a waiver of any such representation
or
warranty.
10. Third-Party
Beneficiary.
The
Indenture Trustee, if any, shall be deemed a third-party beneficiary of this
Agreement to the same extent as if it were a party hereto, and shall have the
right to enforce the provisions of this Agreement.
11. Cap
Trustee and Trustee Rights.
The Cap
Trustee and the Cap Administrator shall be entitled to the same rights,
protections and indemnities afforded to the Trust Administrator under the
Pooling and Servicing Agreement, as if specifically set forth herein with
respect to the Cap Trustee and the Cap Administrator.
12. Limited
Recourse.
It is
expressly understood and agreed by the parties hereto that this Agreement is
executed and delivered by the Trust Administrator, not in its individual
capacity but solely as Trust Administrator under the Pooling and Servicing
Agreement. Notwithstanding any other provisions of this Agreement, the
obligations of the Trust Administrator under this Agreement are non-recourse
to
the Trust Administrator, its assets and its property, and shall be payable
solely from the assets of the Trust Fund, and following realization of such
assets, any claims of any party hereto shall be extinguished and shall not
thereafter be reinstated. No recourse shall be had against any principal,
director, officer, employee, beneficiary, shareholder, partner, member, agent
or
affiliate of the Trust Administrator or any person owning, directly or
indirectly, any legal or beneficial interest in the Trust Administrator, or
any
successors or assigns of any of the foregoing (the “Exculpated Parties”) for the
payment of any amount payable under this Agreement. The parties hereto shall
not
enforce the liability and obligations of the Trust Administrator to perform
and
observe the obligations contained in this Agreement by any action or proceeding
wherein a money judgment establishing any personal liability shall be sought
against the Trust Administrator, subject to the following sentence, or the
Exculpated Parties. The agreements in this paragraph shall survive termination
of this Agreement and the performance of all obligations hereunder.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and
delivered as of the day and year first above written.
|
CITIGROUP
GLOBAL MARKETS REALTY CORP.
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CITIBANK,
N.A., as Trust Administrator and as Cap Administrator
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
CITIBANK,
N.A., as
Cap Trustee
|
|
|
By:
|
|
|
Name:
Title:
|
|
EXHIBIT
A
FORM
OF
INTEREST RATE CAP CONTRACT
EXHIBIT
K
FORM
OF
POWER OF ATTORNEY
RECORDING
REQUESTED BY
AND
WHEN
RECORDED MAIL TO
XXXXXX
LOAN SERVICING LP
0000
Xxxx
Xxxxxxx Xxxxx
Xxxxxxx,
Xxxxx 00000
Attn:
_________________________________
LIMITED
POWER OF ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that U.S. Bank National Association, having its principal
place of business at 0 Xxx Xxxx Xxxxx, 0xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000-0000, as Trustee (the “Trustee”) pursuant to that
Pooling and Servicing Agreement among Citigroup Mortgage Loan Trust Inc. as
depositor (the “Depositor”), Xxxxxx Loan Servicing LP as servicer (the
“Servicer”), Citibank, N.A. as trust administrator (the “Trust Administrator”)
and the Trustee, dated as of April 1, 2007 (the “Pooling and Servicing
Agreement”), hereby constitutes and appoints the Servicer, by and through the
Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the
Trustee’s name, place and stead and for the Trustee’s benefit, in connection
with all mortgage loans serviced by the Servicer pursuant to the Pooling and
Servicing Agreement for the purpose of performing all acts and executing all
documents in the name of the Trustee as may be customarily and reasonably
necessary and appropriate to effectuate the following enumerated transactions
in
respect of any of the mortgages or deeds of trust (the “Mortgages” and the
“Deeds of Trust”, respectively) and promissory notes secured thereby (the
“Mortgage Notes”) for which the undersigned is acting as Trustee for various
certificateholders (whether the undersigned is named therein as mortgagee or
beneficiary or has become mortgagee by virtue of endorsement of the Mortgage
Note secured by any such Mortgage or Deed of Trust) and for which the Servicer
is acting as servicer, all subject to the terms of the Pooling and Servicing
Agreement.
This
appointment shall apply to the following enumerated transactions
only:
1. The
modification or re-recording of a Mortgage or Deed of Trust, where said
modification or re-recordings is for the purpose of correcting the Mortgage
or
Deed of Trust to conform same to the original intent of the parties thereto
or
to correct title errors discovered after such title insurance was issued and
said modification or re-recording, in either instance, does not adversely affect
the lien of the Mortgage or Deed of Trust as insured.
2. The
subordination of the lien of a Mortgage or Deed of Trust to an easement in
favor
of a public utility company of a government agency or unit with powers of
eminent domain; this section shall include, without limitation, the execution
of
partial satisfactions/releases, partial reconveyances or the execution or
requests to trustees to accomplish same.
3. The
conveyance of the properties to the mortgage insurer, or the closing of the
title to the property to be acquired as real estate owned, or conveyance of
title to real estate owned.
4. The
completion of loan assumption agreements.
5.
The full
satisfaction/release of a Mortgage or Deed of Trust or full conveyance upon
payment and discharge of all sums secured thereby, including, without
limitation, cancellation of the related Mortgage Note.
6. The
assignment of any Mortgage or Deed of Trust and the related Mortgage Note,
in
connection with the repurchase of the mortgage loan secured and evidenced
thereby.
7. The
full
assignment of a Mortgage or Deed of Trust upon payment and discharge of all
sums
secured thereby in conjunction with the refinancing thereof, including, without
limitation, the assignment of the related Mortgage Note.
8. With
respect to a Mortgage or Deed of Trust, the foreclosure, the taking of a deed
in
lieu of foreclosure, or the completion of judicial or non-judicial foreclosure
or termination, cancellation or rescission of any such foreclosure, including,
without limitation, any and all of the following acts:
a. the
substitution of trustee(s) serving under a Deed of Trust, in accordance with
state law and the Deed of Trust;
b. the
preparation and issuance of statements of breach or
non-performance;
c. the
preparation and filing of notices of default and/or notices of
sale;
d. the
cancellation/rescission of notices of default and/or notices of
sale;
e. the
taking of a deed in lieu of foreclosure; and
f. the
preparation and execution of such other documents and performance of such other
actions as may be necessary under the terms of the Mortgage, Deed of Trust
or
state law to expeditiously complete said transactions in paragraphs 8.a. through
8.e., above.
The
undersigned gives said Attorney-in-Fact full power and authority to execute
such
instruments and to do and perform all and every act and thing necessary and
proper to carry into effect the power or powers granted by or under this Limited
Power of Attorney as fully as the undersigned might or could do, and hereby
does
ratify and confirm to all that said Attorney-in-Fact shall lawfully do or cause
to be done by authority hereof.
This
Power of Attorney is effective for one (1) year from the date hereof or the
earlier of (i) revocation by the Bank, (ii) the Attorney shall no longer be
retained on behalf of the Bank or an affiliate of the Bank; or (iii) the
expiration of one year from the date of execution.
The
authority granted to the attorney-in-fact by the Power of Attorney is not
transferable to any other party or entity.
IN
WITNESS WHEREOF, U.S. Bank National Association as Trustee pursuant to that
Pooling and Servicing Agreement among the Depositor, the Servicer, the Trust
Administrator and the Trustee, dated as of April 1, 2007 (Citigroup Mortgage
Loan Trust, Series 2007-AMC3, Asset-Backed Pass-Through Certificates), has
caused its corporate seal to be hereto affixed and these presents to be signed
and acknowledged in its name and behalf by _______ its duly elected and
authorized ______________ this _____ day of ______, 200__.
|
As
Trustee for Citigroup Mortgage Loan Trust, Series 2007-AMC3, Asset-Backed
Pass-Through Certificates
|
||||||||||||
|
By:
|
||||||||||||
|
STATE
OF_____________
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF___________
|
)
|
On
___________, 200__, before me, the undersigned, a Notary Public in and for
said
state, personally appeared ___________, Vice President of U.S. Bank National
Association as Trustee for Citigroup Mortgage Loan Trust, Series 2007-AMC3
Asset-Backed Pass-Through Certificates, personally known to me to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed that same in his/her authorized capacity, and that by his/her
signature on the instrument the entity upon behalf of which the person acted
and
executed the instrument.
WITNESS
my hand and official seal.
(SEAL)
| Notary Public |
My
Commission Expires ________________________
SCHEDULE
1
MORTGAGE
LOAN SCHEDULE
lmsid servicernm lendernm amorttype group lien secmtgcd frstmtgbal secmtgbal modified grade ----- ---------- -------- --------- ----- ---- -------- ---------- --------- -------- ----- 222098505 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 166800 0 1 222352960 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222352962 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 6700 1 222098394 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 79998 1 222098407 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 70765 1 222352835 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098251 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 109000 1 222098252 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222098253 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 D 222098523 XXXXXX AMC P AND I FIXED -30 1 N 0 0 2A 222098242 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098248 XXXXXX ARGENT P AND I FIXED -30 2 N 99200 0 1 222352644 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 144000 0 1 222235547 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 48750 1 222098621 XXXXXX ARGENT P AND I FIXED -30 2 N 240000 0 1 222098622 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098636 XXXXXX ARGENT P AND I FIXED -30 2 N 197600 0 1 222098637 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098644 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 192000 0 1 222098652 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098395 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 148800 0 1 222352824 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 120000 1 222098412 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222352841 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222098422 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 80785 1 222352867 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 82000 1 222352872 XXXXXX AMC P AND I FIXED -25 or Less 1 N 0 0 5A 222352876 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 77800 1 222098417 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 64000 1 222352859 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 47510 1 222098436 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 66000 1 222098447 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 70000 1 222352898 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098467 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222352903 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222098477 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 49000 1 222098482 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222237826 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222098256 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 107980 1 222098268 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 45600 1 222098280 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 33800 1 222238412 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098282 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098297 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222352705 XXXXXX AMC P AND I FIXED -30 1 N 0 0 2A 222098312 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 127800 1 222098329 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 223200 0 1 222098354 XXXXXX ARGENT P AND I FIXED -30 2 N 248000 0 1 222098506 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222098511 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098513 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 95200 0 1 222352972 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 28000 1 222098439 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 2 222098441 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098451 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 50000 1 222098456 XXXXXX ARGENT P AND I FIXED -30 2 N 236000 0 1 222098526 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 43600 1 222098531 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222352887 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 81000 1 222098464 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 87980 1 222098534 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 88800 1 222236697 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 Y 0 110800 1 222098541 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098548 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222352915 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 153000 1 222238110 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 103180 1 222098553 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 102000 1 222098489 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222352944 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 13500 1 222098571 XXXXXX ARGENT P AND I FIXED -30 2 N 164720 0 1 222352950 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222098733 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 324000 0 1 222098572 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222353054 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 2 222098591 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 34500 1 222098745 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 1 N 0 0 1 222098752 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222353282 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 284000 0 1 222098616 XXXXXX ARGENT INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 44000 1 222353300 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 156000 0 1 222353315 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 15000 1 222098854 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 560000 0 1 222353321 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353327 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 59000 1 222098801 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098804 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 86000 1 222352963 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 35600 1 222352974 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 55980 1 222098528 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353008 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222353017 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 2A 222098556 XXXXXX AMC P AND I FIXED -30 1 N 0 0 6A 222353024 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 130000 1 222353036 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 124000 1 222353040 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 60000 1 222353049 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 39380 1 222353061 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098584 XXXXXX ARGENT P AND I FIXED -30 2 N 125600 0 1 222353079 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 37500 1 222098607 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 72000 1 222353083 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098612 XXXXXX ARGENT P AND I FIXED -30 2 N 532000 0 1 222353091 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 100000 1 222098839 XXXXXX ARGENT P AND I FIXED -30 2 N 137200 0 1 222098853 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098855 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 35000 1 222353424 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 464000 0 1 222235465 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 24000 1 222098283 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 29000 1 222352682 XXXXXX ARGENT P AND I FIXED -00 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222352677 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222352681 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222352706 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 39600 1 222098311 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 50000 1 222098322 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 97000 1 222352711 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 41000 1 222352733 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 154000 1 222098320 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 36000 1 222098323 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 61800 1 222352758 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 98000 1 222098355 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 17800 1 222098338 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222352747 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 37980 1 222098361 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098368 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222352787 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 33800 1 222352949 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 13500 1 222352763 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222098544 XXXXXX ARGENT P AND I FIXED -30 2 N 134235 0 1 222353023 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222352961 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 32250 1 222352971 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 56250 1 222352977 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222352654 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 57800 1 222098618 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098267 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098271 XXXXXX ARGENT P AND I FIXED -30 2 N 208000 0 1 222353025 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 32800 1 222098560 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 153600 1 222098527 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222352987 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 97800 1 222098272 XXXXXX ARGENT INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 72000 1 222098620 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 61000 1 222098625 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222353037 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222098569 XXXXXX AMC P AND I FIXED -30 1 N 0 0 6A 222098573 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 44600 1 222098626 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 15000 1 222353109 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 31980 1 222098580 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222098629 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 45000 1 222353125 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 96000 1 222098650 XXXXXX ARGENT P AND I FIXED -30 2 N 292000 0 1 222098660 XXXXXX AMC P AND I FIXED -30 1 N 0 0 5A 222098661 XXXXXX AMC P AND I FIXED -30 1 N 0 0 5A 222353143 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 44600 1 222098669 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 52000 1 222353156 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 52600 1 222098671 XXXXXX ARGENT P AND I FIXED -25 or Less 1 N 0 0 1 222353160 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 66980 1 222098643 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -00 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 83000 1 222353170 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 Y 0 48800 1 222098655 XXXXXX ARGENT P AND I FIXED -30 2 N 631200 0 1 222098657 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222098658 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353144 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 54398 1 222353094 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222098845 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 61000 1 222236824 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 2A 222353401 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 77000 1 222098687 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 63000 1 222098704 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222353415 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353420 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -00 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 89977 1 222353218 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353227 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353148 XXXXXX AMC P AND I FIXED -25 or Less 1 N 0 0 3A 222098664 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 356000 0 1 222098882 XXXXXX ARGENT P AND I FIXED -30 2 N 134320 0 1 222353232 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222353236 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 54000 1 222098676 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 Y 0 62400 1 222098684 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 44000 1 222098960 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 73500 1 222098965 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098977 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 44800 1 222098692 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 Y 0 99000 1 222098889 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222353192 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353200 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 31980 1 222353201 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098484 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 72500 1 222353212 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 144200 1 222353215 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 76000 1 222237008 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 70000 1 222098487 XXXXXX ARGENT P AND I FIXED -30 2 N 247200 0 1 222352933 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 65000 1 222353228 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 15000 1 222098947 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222235383 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222098494 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098726 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 51998 1 222353253 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 12945 1 222353561 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 37600 1 222098399 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 330000 1 222098735 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 41000 1 222098744 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098749 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 4 222353297 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 116400 1 222098789 XXXXXX ARGENT P AND I FIXED -30 2 N 332000 0 1 222098409 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 49000 1 222098420 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 49840 1 222098790 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098791 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222352852 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 208000 0 1 222352856 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353328 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 69000 1 222098803 XXXXXX ARGENT P AND I FIXED -30 2 N 308000 0 1 222353334 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 48000 1 222352888 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222098483 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 184000 0 1 222353575 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 236000 0 1 222098815 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222098810 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098486 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 54500 1 222352929 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 26400 1 222352935 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222353349 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 43300 1 222353358 XXXXXX AMC P AND I FIXED -30 1 N 0 0 6A 222098500 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 85000 1 222098740 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353269 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 56000 1 222098822 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 180000 0 1 222353369 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 114000 1 222098758 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098774 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 130696 1 222353672 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 17500 1 222238112 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222353372 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 82000 1 222353316 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 21600 1 222098838 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099075 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099065 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 47000 1 222353683 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099074 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 37000 1 222099083 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099095 XXXXXX ARGENT P AND I FIXED -30 2 N 131000 0 1 222099096 XXXXXX AMC P AND I FIXED -30 1 N 0 0 A 222353718 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 156000 0 1 222099110 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 91380 1 222099112 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353694 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353697 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 39780 1 222098654 XXXXXX ARGENT P AND I FIXED -30 2 N 184000 0 1 222098659 XXXXXX ARGENT P AND I FIXED -30 2 N 292000 0 1 222099120 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 98000 1 222098663 XXXXXX ARGENT INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353164 XXXXXX AMC P AND I FIXED -30 1 N 0 0 5A 222099141 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 120000 0 1 222353769 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 328000 0 1 222098682 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222098689 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222098694 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 29800 1 222098703 XXXXXX ARGENT P AND I FIXED -30 2 N 248000 0 1 222099161 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353790 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 25980 1 222353800 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 3 222238000 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222353223 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353532 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098942 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 22400 1 222098949 XXXXXX AMC P AND I FIXED -30 1 N 0 0 7A 222098950 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 488000 0 1 222098954 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 39000 1 222098546 XXXXXX ARGENT INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353020 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353550 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098964 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 13250 1 222353578 XXXXXX AMC P AND I FIXED -30 1 N 0 0 B 222238866 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 69882.06 1 222237662 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 55600 1 222353057 XXXXXX ARGENT P AND I FIXED -00 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 103000 1 222098608 XXXXXX ARGENT P AND I FIXED -30 2 N 554400 0 1 222353386 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 43380 1 222353397 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222236687 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098875 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353446 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 43000 1 222240349 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222238006 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 A 222098903 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222098245 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 135000 1 222098257 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222352648 XXXXXX AMC INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222098266 XXXXXX ARGENT P AND I FIXED -30 2 N 180000 0 1 222098274 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353099 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222098628 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 80000 1 222098634 XXXXXX ARGENT P AND I FIXED -30 2 N 104000 0 1 222098672 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 68200 1 222353175 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222353183 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 121000 1 222098711 XXXXXX ARGENT P AND I FIXED -30 2 N 336000 0 1 222353219 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222353220 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 129900 1 222098718 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098720 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 94000 1 222353237 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 55400 1 222353533 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 186400 0 1 222353562 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098975 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 75000 1 222353573 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353598 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098730 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 46600 1 222353245 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222098741 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222098747 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 34070 1 222236360 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222235690 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 5 222353296 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 127200 0 1 222353306 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 31000 1 222353324 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 3 222098825 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 29980 1 222098829 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 Y 0 72000 1 222353374 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 76000 1 222353377 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 19100 1 222353380 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222238168 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222353679 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 21000 1 222099070 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222099071 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222234197 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 25001 1 222099062 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222353691 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098859 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 53980 1 222098868 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 106000 1 222234340 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 2950 1 222098885 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222353455 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 22200 1 222353465 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098906 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222098909 XXXXXX AMC INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353505 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 169000 1 222098932 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0000 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354106 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 50000 1 222099430 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 24000 1 222354129 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222236880 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099460 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 55000 1 222354175 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 43400 1 222099494 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354201 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 336000 0 1 222353708 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 28000 1 222099084 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099086 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098918 XXXXXX AMC P AND I FIXED -30 1 N 0 0 6A 222098919 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222353511 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353518 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 58980 2 222354104 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 63980 1 222099432 XXXXXX AMC P AND I FIXED -30 1 N 0 0 6A 222353805 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098912 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222098930 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222353526 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 112000 1 222354130 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 87000 1 222099448 XXXXXX ARGENT P AND I FIXED -30 2 N 140800 0 1 222099453 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222354148 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222237903 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222235210 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099455 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 25000 1 222353625 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 29900 1 222353633 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 101000 1 222353723 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 46000 1 222099104 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 34400 1 222353572 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222098988 XXXXXX AMC P AND I FIXED -30 1 N 0 0 D 222353585 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 135920 0 1 222235602 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 42000 1 222099139 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222099480 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 43100 1 222099497 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 19450 1 222099500 XXXXXX ARGENT P AND I FIXED -30 2 N 408000 0 1 222354197 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222237273 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 70000 1 222098991 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 62700 1 222354210 XXXXXX AMC P AND I FIXED -30 1 N 0 0 5A 222354216 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099666 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 49980 1 222099025 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354397 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 184000 0 1 222353764 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099151 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 83000 1 222099174 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 78000 1 222099558 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 81000 1 222354405 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 79000 1 222099674 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099680 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099040 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 57000 1 222099049 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 41000 1 222099061 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 45000 1 222354415 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353984 XXXXXX AMC P AND I HYBRID 2 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 52000 1 222353579 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 81000 1 222099339 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353992 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 303200 0 1 222099560 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 287200 0 1 222099568 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 64980 1 222235835 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354008 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 83000 1 222099576 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 50000 1 222099578 XXXXXX ARGENT P AND I FIXED -30 2 N 388000 0 1 222099579 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 47400 1 222099583 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 90000 1 222354294 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 36000 1 222354027 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222354043 XXXXXX AMC P AND I FIXED -30 1 N 0 0 A 222354060 XXXXXX AMC P AND I FIXED -30 1 N 0 0 4A 222099015 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 40000 1 222099028 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 463200 0 1 222099395 XXXXXX ARGENT P AND I FIXED -30 2 N 148000 0 1 222354072 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 74000 1 222099405 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099412 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099598 XXXXXX ARGENT P AND I FIXED -30 2 N 272000 0 1 222099600 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 104000 1 222353702 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 70000 1 222099090 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222353636 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353724 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099115 XXXXXX ARGENT P AND I FIXED -30 2 N 113200 0 1 222099129 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 96000 1 222099132 XXXXXX AMC INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 7A 222353753 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 103000 1 222099147 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 67000 1 222099609 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 78000 1 222099613 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 109800 1 222099159 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 16000 1 222099166 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 Y 0 30200 1 222354347 XXXXXX AMC INTEREST ONLY FIXED -00 XX 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354350 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099634 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222354261 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099642 XXXXXX ARGENT P AND I FIXED -30 2 N 364000 0 1 222353635 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 126000 1 222354263 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099567 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 80000 1 222099571 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 255200 0 1 222099050 XXXXXX ARGENT P AND I FIXED -30 2 N 416000 0 1 222353661 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 92000 1 222099047 XXXXXX AMC P AND I FIXED -30 1 N 0 0 6A 222099051 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 33000 1 222238614 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 64000 1 222353670 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 78600 1 222099318 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099586 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 18300 1 222099587 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 14200 1 222354313 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 89000 1 222099321 XXXXXX ARGENT P AND I FIXED -00 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222099335 XXXXXX AMC INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 3A 222099333 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353988 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353993 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099356 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099624 XXXXXX AMC INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222354019 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 82695 1 222099361 XXXXXX ARGENT P AND I FIXED -30 2 N 240000 0 1 222099343 XXXXXX ARGENT P AND I FIXED -30 2 N 512000 0 1 222354005 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 49000 1 222099353 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 39800 1 222099657 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 264000 0 1 222354012 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222354015 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 44000 1 222099371 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 59000 1 222099372 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 11200 1 222099380 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099392 XXXXXX ARGENT P AND I FIXED -30 2 N 95200 0 1 222099365 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099377 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222099401 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099381 XXXXXX ARGENT P AND I FIXED -30 2 N 380000 0 1 222099382 LITTON ARGENT P AND I FIXED -30 2 N 183200 0 1 222099386 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099387 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099415 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099417 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099419 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 53600 1 222354098 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354058 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099394 LITTON AMC P AND I FIXED -30 1 N 0 0 3A 222236683 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 3A 222354075 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 50598 1 222099787 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222099791 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354541 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222099793 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 54000 1 222099406 LITTON ARGENT P AND I FIXED -30 2 N 464800 0 1 222237081 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222352788 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099801 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099805 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099806 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 59200 1 222099811 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222098371 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222098372 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 4A 222098375 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222352797 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222099812 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354574 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099818 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 76000 1 222354581 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222352798 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222352799 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 51558 1 222099189 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 15750 2 222353823 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222353485 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 62000 1 222098908 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222353492 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222353495 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099193 LITTON AMC P AND I FIXED -30 1 N 0 0 3A 222099199 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222353835 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222099201 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222238172 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 A 222099897 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 140000 1 222099899 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 Y 0 47000 1 222354212 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222098913 LITTON AMC P AND I FIXED -30 1 N 0 0 8A 222098917 LITTON ARGENT P AND I FIXED -30 2 N 289600 0 1 222098923 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222098924 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222099204 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099213 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222353855 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099229 LITTON ARGENT P AND I FIXED -30 2 N 116040 0 1 222099518 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 50400 1 222099524 LITTON ARGENT P AND I FIXED -30 2 N 382400 0 1 222235885 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099530 LITTON ARGENT P AND I FIXED -30 2 N 504000 0 1 222099233 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 17900 1 222353880 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353883 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099243 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222098936 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222353523 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 4 222353527 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099425 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222099533 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222354233 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099536 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099540 LITTON ARGENT P AND I FIXED -30 2 N 360000 0 1 222353886 LITTON ARGENT P AND I FIXED -30 1 Y 0 32000 1 222099244 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099245 LITTON AMC INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 5A 222353894 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 5A 222354241 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354392 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099668 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099670 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 3 222354110 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354119 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354123 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222354127 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 25500 1 222099251 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222353900 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222099269 LITTON ARGENT P AND I FIXED -30 2 N 114000 0 1 222099272 LITTON ARGENT P AND I FIXED -30 2 N 536000 0 1 222354138 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099461 LITTON ARGENT P AND I FIXED -30 2 N 337600 0 1 222099464 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099469 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099276 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099277 LITTON ARGENT P AND I FIXED -30 2 N 196000 0 1 222099286 LITTON ARGENT P AND I FIXED -30 2 N 466000 0 1 222099289 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354157 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 A 222099478 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354168 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 45000 1 222354169 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 110000 1 222354408 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099677 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222099679 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222237056 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099685 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 22800 1 222099689 LITTON ARGENT P AND I FIXED -30 1 Y 0 69000 1 222354427 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222099484 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222354184 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 Y 0 106000 1 222354195 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 55000 1 222099502 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099703 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099710 LITTON AMC P AND I FIXED -30 1 N 0 0 D 222237060 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099290 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099294 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 48342 1 222353948 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 54400 1 222099307 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099717 LITTON ARGENT P AND I FIXED -30 1 N 0 0 2 222099718 LITTON ARGENT P AND I FIXED -30 2 N 122080 0 1 222099724 LITTON AMC P AND I FIXED -30 1 N 0 0 3A 222354474 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099311 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222354825 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 52169 1 222354827 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 44400 1 222099999 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099508 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099522 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099525 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099526 LITTON AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 3A 222354229 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354242 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099671 LITTON ARGENT P AND I FIXED -30 2 N 448000 0 1 222354402 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222099726 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222354477 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 25926 1 222354482 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222099733 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222354403 LITTON AMC P AND I FIXED -30 1 N 0 0 C 222099676 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354413 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222099694 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 48000 1 222099734 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354489 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 39000 1 222099746 LITTON ARGENT P AND I FIXED -30 2 N 267200 0 1 222099749 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 112000 1 222354445 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099715 LITTON ARGENT P AND I FIXED -30 2 N 171200 0 1 222099716 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 82720 1 222099755 LITTON AMC P AND I HYBRID 2 YRS FIXED 1 N 0 0 B 222354507 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099762 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 50800 1 222099763 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 52000 1 222354463 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222354466 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099719 LITTON ARGENT P AND I FIXED -30 2 N 268000 0 1 222099768 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099776 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354532 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222354969 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 34432 1 222098376 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222352802 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222098383 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 163000 1 222099188 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 2 222099190 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 92000 1 222353837 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222099207 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222353846 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100117 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 47000 1 222100125 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100126 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 76800 1 222098358 LITTON AMC P AND I FIXED -30 1 N 0 0 8A 222352770 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222098362 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222098364 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099216 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 66000 1 222099226 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099234 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222353871 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222352778 LITTON AMC P AND I FIXED -30 1 N 0 0 B 222352779 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 70000 1 222236412 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222352803 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100001 LITTON ARGENT P AND I FIXED -30 2 N 372000 0 1 222100005 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222354447 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222354455 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222354457 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 51400 1 222354461 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222354467 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099720 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099238 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099241 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222353884 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099248 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222098384 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222098386 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222099191 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099198 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099250 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099253 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 57800 1 222353909 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099266 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222099721 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354484 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 25200 1 222354492 LITTON AMC P AND I FIXED -30 1 N 0 0 C 222099742 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 4 222099268 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099273 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222099283 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 78800 1 222353933 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222099765 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222354519 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222234745 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099305 LITTON ARGENT P AND I FIXED -30 2 N 272000 0 1 222099310 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222354826 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 C 222099990 LITTON AMC P AND I HYBRID 2 YRS FIXED 1 N 0 0 A 222100116 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222100122 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100124 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 25000 1 222354981 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 86000 1 222353831 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222353832 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 111545 1 222099203 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 80000 1 222099212 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 50000 1 222100131 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222100132 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354990 LITTON ARGENT P AND I FIXED -30 1 Y 0 32550 1 222100136 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100000 LITTON AMC P AND I FIXED -30 1 N 0 0 8A 222354842 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354843 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222354845 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354994 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354997 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 100000 1 222100145 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355006 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 91000 1 222099219 LITTON ARGENT P AND I FIXED -30 2 N 608000 0 1 222099227 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099235 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 50400 1 222355008 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 1 222355009 LITTON ARGENT P AND I FIXED -30 1 Y 0 23000 1 222355011 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355014 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354849 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100009 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222100015 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 B 222100016 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222353874 LITTON AMC P AND I FIXED -30 1 N 0 0 D 222353895 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 71800 1 222237990 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099252 LITTON ARGENT P AND I FIXED -30 2 N 340800 0 1 222355016 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222100154 LITTON AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 C 222100158 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222355025 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354865 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100026 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222354876 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 47398 1 222100038 LITTON ARGENT P AND I FIXED -30 2 N 195200 0 1 222100160 LITTON ARGENT P AND I FIXED -30 2 N 222400 0 1 222100165 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355047 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 57000 1 222100173 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355054 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 98000 1 222355060 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100179 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222355066 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353903 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099256 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099259 LITTON AMC P AND I FIXED -30 1 N 0 0 7A 222353910 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099270 LITTON ARGENT P AND I FIXED -30 1 Y 0 42200 1 222099271 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099275 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099285 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222353937 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 34800 1 222353939 LITTON ARGENT P AND I FIXED -30 1 Y 0 90000 1 222099296 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222353943 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 2A 222353946 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 123000 1 222353947 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 2A 222354824 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 47400 1 222354828 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 89600 1 222099994 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099998 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222354850 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 57800 1 222100014 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222099467 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354159 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222354166 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099481 LITTON ARGENT P AND I FIXED -30 2 N 208000 0 1 222099488 LITTON AMC P AND I FIXED -30 1 N 0 0 C 222354181 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354185 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222354190 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 C 222099496 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 83000 1 222099510 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099514 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099523 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099531 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354226 LITTON ARGENT P AND I FIXED -30 1 Y 0 47200 1 222099535 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099541 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099542 LITTON AMC P AND I FIXED -30 1 N 0 0 B 222354239 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354240 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354244 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099548 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099549 LITTON AMC P AND I FIXED -30 1 N 0 0 3A 222099665 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099667 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222099684 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222352668 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 73600 1 222352672 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222352679 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222234561 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 B 222352687 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222098291 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222352690 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 39000 1 222098299 LITTON ARGENT P AND I FIXED -30 2 N 175600 0 1 222098300 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 59000 5 222352699 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222098304 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222098310 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 65980 1 222352712 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 58200 1 222352714 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 50000 1 222098314 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222352720 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 A 222098325 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222352738 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 69980 1 222352739 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 28700 1 222098336 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 28000 1 222098337 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222352753 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222098346 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 96200 1 222098349 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222098351 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222352772 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222098370 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222352795 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222099187 LITTON ARGENT P AND I FIXED -30 2 N 140400 0 1 222353821 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222099200 LITTON ARGENT P AND I FIXED -30 2 N 440800 0 1 222353848 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099220 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 63320 1 222099225 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 34600 1 222099228 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 134000 1 222353869 LITTON ARGENT P AND I FIXED -30 1 Y 0 33000 1 222099237 LITTON ARGENT P AND I FIXED -30 2 N 159200 0 1 222353875 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099239 LITTON ARGENT P AND I FIXED -30 2 N 372000 0 1 222353879 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099242 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222234870 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353891 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 22940 2 222099105 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099113 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222353735 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 Y 0 59200 1 222099118 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099126 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 21000 1 222099128 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099134 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222099136 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099144 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099148 LITTON ARGENT P AND I FIXED -30 1 N 0 0 4 222353782 LITTON AMC P AND I FIXED -30 1 N 0 0 C 222353784 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099167 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 45700 1 222099172 LITTON AMC INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 5A 222353801 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222234915 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 8495 1 222099175 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099176 LITTON ARGENT P AND I FIXED -30 2 N 184000 0 1 222099182 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099555 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 160000 1 222354253 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 45000 1 222099566 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 99300 1 222354269 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 35000 1 222099569 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 87000 1 222099574 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222099575 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099582 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 20000 1 222099588 LITTON ARGENT P AND I FIXED -30 2 N 244000 0 1 222099593 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354311 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 32000 1 222099604 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099605 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099606 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 21450 1 222354326 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 35200 1 222099611 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 30000 1 222354330 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099619 LITTON ARGENT P AND I FIXED -30 1 N 0 0 2 222099620 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 2 222099621 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099630 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099636 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354354 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 135000 1 222098999 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 32000 1 222353600 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099006 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 78800 1 222099013 LITTON ARGENT P AND I FIXED -30 2 N 256000 0 1 222353617 LITTON AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 5A 222099018 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222099026 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099027 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222353634 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 38000 1 222353651 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222099042 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222099044 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 69000 1 222099052 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222353961 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 97800 1 222353962 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 1 222099320 LITTON ARGENT P AND I FIXED -30 2 N 324000 0 1 222099331 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222353979 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222353983 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222353985 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 124720 1 222099337 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 3 222099340 LITTON ARGENT P AND I FIXED -30 2 N 158400 0 1 222099342 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099344 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222236358 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099363 LITTON ARGENT P AND I FIXED -30 2 N 116800 0 1 222099364 LITTON ARGENT P AND I FIXED -30 1 Y 0 13990 1 222354032 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 3 222099370 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 66950 1 222354038 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099385 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222354056 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099389 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222099393 LITTON AMC P AND I FIXED -30 1 N 0 0 C 222354082 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354086 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222099414 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354097 LITTON ARGENT P AND I FIXED -30 1 N 0 0 3 222099420 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 124000 1 222354540 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222354543 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222354544 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222354547 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354419 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099688 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099693 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099695 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099696 LITTON ARGENT P AND I FIXED -30 2 N 668000 0 1 222099697 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099706 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222099709 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222235399 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099727 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099728 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222354479 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099730 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222354485 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099735 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 29700 1 222099740 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099753 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099758 LITTON ARGENT P AND I FIXED -30 2 N 212720 0 1 222099759 LITTON AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 8A 222099761 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099773 LITTON ARGENT P AND I FIXED -30 2 N 105600 0 1 222099774 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099775 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 83800 1 222099781 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099785 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 38500 1 222100140 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100142 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 74000 1 222100153 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355021 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 70000 1 222236471 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 A 222355038 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 35461 1 222355039 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100167 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 86000 1 222355044 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100177 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100189 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355079 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 28000 1 222355080 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 B 222100195 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222355089 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355099 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 69000 1 222236588 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 7A 222099798 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 30400 1 222100188 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 37500 1 222100190 LITTON ARGENT P AND I FIXED -30 2 N 227600 0 1 222100204 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222354093 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099799 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 61000 1 222354561 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222099809 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 83000 1 222354567 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099418 LITTON ARGENT P AND I FIXED -30 2 N 377600 0 1 222354100 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 43200 1 222099788 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 24000 1 222354542 LITTON ARGENT P AND I FIXED -30 1 Y 0 27300 1 222100039 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 37409 1 222354091 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354092 LITTON AMC P AND I FIXED -30 1 N 0 0 3A 222354101 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099819 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 56000 1 222354580 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099822 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222099827 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 37400 1 222099421 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099790 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 38000 1 222099794 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 50000 1 222354551 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222354546 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 5A 222099797 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222237933 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222236530 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099814 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099815 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222354577 LITTON AMC P AND I FIXED -30 1 N 0 0 3A 222354553 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099803 LITTON ARGENT P AND I FIXED -30 1 N 0 0 4 222354557 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099807 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099840 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 66000 1 222099841 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354609 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222354562 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222354570 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099817 LITTON ARGENT P AND I FIXED -30 2 N 479920 0 1 222354591 LITTON AMC P AND I FIXED -30 1 N 0 0 C 222099846 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 102000 1 222099847 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099852 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099853 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099855 LITTON ARGENT P AND I FIXED -30 2 N 284000 0 1 222099859 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222099868 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 119000 1 222099869 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222236454 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 B 222354594 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222099832 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354611 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 44000 1 222354652 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354659 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222354662 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 76000 1 222099880 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222354617 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099849 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354619 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099854 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099881 LITTON ARGENT P AND I FIXED -30 2 N 127200 0 1 222354669 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 66000 1 222354672 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 2 222099890 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354628 LITTON AMC P AND I FIXED -30 1 N 0 0 3A 222354636 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222234820 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 7A 222354654 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 43900 1 222354678 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100338 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100341 LITTON ARGENT P AND I FIXED -30 2 N 143200 0 1 222355270 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099875 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099876 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354657 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222354666 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100040 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099739 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354500 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222099769 LITTON ARGENT P AND I FIXED -30 2 N 88000 0 1 222354524 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 1 222354530 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222099778 LITTON ARGENT P AND I FIXED -30 2 N 198160 0 1 222100120 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355271 LITTON AMC P AND I FIXED -30 1 N 0 0 C 222100348 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222236972 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 A 222355288 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355313 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222100385 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222100394 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 142000 1 222353811 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100345 LITTON ARGENT P AND I FIXED -30 1 Y 0 29400 1 222100346 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222100359 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355300 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 33980 1 222099551 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 50000 1 222354250 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099553 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222354257 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100382 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222355312 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 67000 1 222100387 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 133000 1 222355317 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 C 222099561 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354275 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099577 LITTON AMC P AND I FIXED -30 1 N 0 0 C 222099580 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100388 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100392 LITTON ARGENT P AND I FIXED -30 1 N 0 0 2 222100412 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355338 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 67800 1 222100123 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354978 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 150000 1 222100128 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354982 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100413 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100419 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100133 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222354989 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 2A 222100129 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222355001 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355004 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100155 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 2 222100139 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 55980 1 222354993 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 124800 1 222354998 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100144 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222355019 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100159 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222236572 LITTON ARGENT P AND I FIXED -30 1 Y 0 11800 1 222355041 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100157 LITTON ARGENT P AND I FIXED -30 2 N 196000 0 1 222355024 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 67000 1 222100162 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354293 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354296 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099589 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 8A 222354315 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 43400 1 222355036 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222100168 LITTON AMC INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 6A 222237492 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222355055 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 50000 1 222100175 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222100176 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100180 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100183 LITTON ARGENT P AND I FIXED -30 2 N 110400 0 1 222100182 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222235550 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 8A 222355074 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355093 LITTON AMC P AND I FIXED -30 1 N 0 0 3A 222100185 LITTON ARGENT P AND I FIXED -30 2 N 496000 0 1 222100191 LITTON ARGENT P AND I FIXED -30 2 N 604000 0 1 222355087 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 103000 1 222355092 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 129000 1 222355094 LITTON ARGENT P AND I FIXED -30 1 Y 0 28800 1 222355115 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100220 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222100224 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222100212 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100213 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100214 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222100216 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100227 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 34000 1 222100228 LITTON ARGENT P AND I FIXED -30 2 N 304880 0 1 222100229 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355135 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 8550 1 222355108 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222355110 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100218 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355118 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222354319 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 46786 1 222099610 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 2 222354328 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100234 LITTON ARGENT P AND I FIXED -30 2 N 272000 0 1 222100237 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 41200 1 222355139 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 6985 1 222100245 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 96000 1 222355123 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100226 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 54000 1 222355151 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222355159 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 77998 1 222354335 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 A 222354342 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099628 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 C 222099629 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100261 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 38000 1 222234504 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355197 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222355199 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099639 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099647 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099652 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222238166 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 A 222100251 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100252 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 2 222100256 LITTON ARGENT P AND I FIXED -30 1 Y 0 44400 1 222355165 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354385 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 10595 1 222099894 LITTON AMC P AND I FIXED -30 1 N 0 0 B 222099898 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222099900 LITTON ARGENT P AND I FIXED -30 2 N 164800 0 1 222355200 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 27780 1 222100289 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 44900 1 222100292 LITTON ARGENT P AND I FIXED -30 2 N 668000 0 1 222100303 LITTON ARGENT P AND I FIXED -30 2 N 104000 0 1 222099903 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 34980 1 222099904 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 1 222099906 LITTON ARGENT P AND I FIXED -30 2 N 272000 0 1 222354701 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 14500 1 222100266 LITTON ARGENT P AND I FIXED -30 2 N 377600 0 1 222100268 LITTON ARGENT P AND I FIXED -30 2 N 488000 0 1 222100271 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 35000 1 222100273 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222355223 LITTON ARGENT P AND I FIXED -30 1 Y 0 69000 1 222100307 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355229 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 86000 1 222355245 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 68600 1 222100275 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 27800 1 222100276 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100279 LITTON AMC P AND I FIXED -30 1 N 0 0 C 222100290 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 8000 1 222100295 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 1 222100297 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100298 LITTON AMC INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 3A 222100304 LITTON AMC P AND I FIXED -30 1 N 0 0 8A 222235923 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222100306 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 5A 222355232 LITTON AMC P AND I FIXED -30 1 N 0 0 3A 222100317 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 4 222099915 LITTON ARGENT P AND I FIXED -30 2 N 158320 0 1 222354713 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 6A 222099923 LITTON ARGENT P AND I FIXED -30 2 N 342400 0 1 222099926 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222100322 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222234215 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 4000 1 222100674 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222355698 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 60000 1 222355246 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100323 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222355253 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 44000 1 222100679 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355703 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222100710 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222100736 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099932 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 88000 1 222099934 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099936 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 3A 222355694 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222355704 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222355710 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222100687 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354750 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099944 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099945 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222354762 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222355715 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100703 LITTON ARGENT P AND I FIXED -30 2 N 426400 0 1 222100708 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100741 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222100754 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355785 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 92500 1 222100759 LITTON AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 2A 222100722 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222355751 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100730 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 116000 1 222355762 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 221627653 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 8000 1 222355096 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222100208 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222355104 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222355792 XXXXXX AMC P AND I FIXED -30 1 N 0 0 5A 222355794 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100772 XXXXXX AMC P AND I FIXED -30 1 N 0 0 2A 222100737 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100753 XXXXXX ARGENT P AND I FIXED -30 2 N 174400 0 1 222100773 XXXXXX ARGENT P AND I FIXED -30 2 N 186720 0 1 222100774 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222355810 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222238257 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355818 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100758 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 104000 1 222100761 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222235015 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 99000 1 222100264 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222355804 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355839 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0000 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222238545 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222355218 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 Y 0 32000 1 222100803 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 54900 1 222100812 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 35980 1 222355867 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100814 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100832 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100833 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 54600 1 222100835 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100815 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 42400 1 222100816 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355879 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222355883 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222355884 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100834 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 81600 1 222100845 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 40000 1 222100848 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 176000 0 1 222100847 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 91400 1 222355897 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 540000 0 1 222100866 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100869 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 176000 0 1 222100861 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222355930 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 145323 1 222100891 XXXXXX ARGENT P AND I FIXED -30 2 N 121765 0 1 222355918 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 170000 1 222100874 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355934 XXXXXX ARGENT P AND I FIXED -00 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 87980 1 222356033 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222356042 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100964 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222100966 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 51000 1 222356063 XXXXXX ARGENT INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 46000 1 222356002 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100982 XXXXXX ARGENT P AND I FIXED -30 2 N 146800 0 1 222100985 XXXXXX ARGENT INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 94000 1 222356012 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 268000 0 1 222100949 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100952 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222356037 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 62000 1 222356108 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 736000 0 1 222100970 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 161600 0 1 222101017 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100984 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222100986 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 36000 1 222100994 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101033 XXXXXX AMC P AND I FIXED -30 1 N 0 0 2A 222101041 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101012 XXXXXX ARGENT P AND I FIXED -30 2 N 512000 0 1 222101025 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 179600 1 222101029 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 100000 1 222101058 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101065 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 68000 1 222355697 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 39980 1 222101080 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101098 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101106 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 150000 0 1 222100694 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101108 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101128 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101036 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 42000 1 222356153 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222101059 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 45000 1 222356250 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101137 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101062 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101153 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 84000 1 222101086 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 38980 1 222101099 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 244000 0 1 222356275 XXXXXX ARGENT INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 222400 0 1 222101171 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 122000 1 222101176 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 68000 1 222100715 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 272000 0 1 222101182 XXXXXX AMC INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 142320 0 1 222100727 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 231920 0 1 222101183 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222356313 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 62980 1 222101187 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 29609 1 222100732 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100733 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 32500 1 222100735 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 155550 1 222355766 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222354688 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 66000 1 222355767 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 103000 1 222355769 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 30000 1 222099912 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 00000 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 10000 1 222100755 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100756 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 48450 1 222099916 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222100768 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 56000 1 222355811 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100789 XXXXXX ARGENT P AND I FIXED -30 2 N 256000 0 1 222100792 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100797 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 172320 1 222099921 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 Y 0 94000 1 222099931 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0000 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222354742 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 Y 0 114980 1 222356215 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 55844 1 222099941 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101132 XXXXXX AMC INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222101146 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 2A 222101152 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 86600 1 222100819 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 36900 1 222354789 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 51800 1 222234532 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222356413 XXXXXX AMC P AND I FIXED -30 1 N 0 0 A 222356430 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 1 N 0 0 1 222356436 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 56000 1 222101166 XXXXXX ARGENT P AND I FIXED -30 2 N 236000 0 1 222101173 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 158400 0 1 222100840 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 109980 1 222355896 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 28950 1 222356466 XXXXXX ARGENT P AND I FIXED -00 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 39200 1 222100851 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 75000 1 222101175 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222101179 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222100873 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 83000 1 222100888 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222356478 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222356479 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 73000 1 222100907 XXXXXX AMC INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 53800 1 222100429 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100434 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 199200 0 1 222100449 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 51800 1 222356326 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 54080 1 222101195 XXXXXX ARGENT P AND I FIXED -30 2 N 287200 0 1 222355377 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 1 N 0 0 1 222099651 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100465 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100573 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 97600 0 1 222100916 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 77000 1 222355986 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 80000 1 222100918 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 149600 0 1 222100579 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 95800 1 222100600 XXXXXX ARGENT P AND I FIXED -30 2 N 174400 0 1 222100605 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222356023 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222356028 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 52000 1 222356029 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222236500 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100609 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354391 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 82000 1 222100614 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 52530 1 222100619 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354690 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355602 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 28580 1 222100622 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100628 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 48800 1 222099918 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 45000 1 222099925 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0000 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 437920 0 1 222356045 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 108000 0 1 222099927 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 56000 1 222354755 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 143619 0 1 222100634 XXXXXX ARGENT P AND I FIXED -30 2 N 113200 0 1 222236286 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 130000 1 222354778 XXXXXX AMC P AND I HYBRID 2 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 160000 0 1 222100644 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 39750 1 222355652 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 150000 1 222355655 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099964 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0000 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 45000 1 222354796 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100651 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222100042 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222354817 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 144000 1 222354890 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 73000 1 222100065 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 93058 1 222100070 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 Y 0 72000 1 222354923 XXXXXX ARGENT P AND I FIXED -00 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 23800 1 222100979 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100983 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100993 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 91000 1 222100089 XXXXXX ARGENT INTEREST ONLY FIXED -30 IO 1 Y 0 72500 1 222354942 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 45900 1 222101013 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 29080 1 222100097 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222354953 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 35000 1 222236814 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 365600 0 1 222356411 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 59000 1 222100100 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 17000 1 222100104 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101265 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 69842 1 222356421 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 27400 1 222356112 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355407 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 104980 1 222239808 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222356425 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 32000 1 222101277 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222355431 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100500 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 69800 1 222356446 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 119980 1 222101287 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 106000 1 222355452 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222355462 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222099828 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222236325 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 95000 1 222100517 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 52000 1 222355486 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 62000 1 222100523 XXXXXX ARGENT P AND I FIXED -30 2 N 241600 0 1 222100527 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 8A 222100537 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 79000 1 222101068 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 35200 1 222100555 XXXXXX ARGENT P AND I FIXED -30 2 N 184000 0 1 222100564 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 114000 1 222101092 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099836 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 222320 0 1 222099839 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222356208 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354848 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 79600 1 222099856 XXXXXX ARGENT P AND I FIXED -30 2 N 372000 0 1 222100018 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 62000 1 222100021 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 224000 0 1 222099863 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099870 XXXXXX ARGENT P AND I FIXED -30 2 N 330400 0 1 222354650 XXXXXX AMC P AND I FIXED -30 1 N 0 0 A 222354674 XXXXXX AMC P AND I FIXED -30 1 N 0 0 4A 222354886 XXXXXX AMC INTEREST ONLY FIXED -00 XX 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222100056 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100328 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0000 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 49800 1 222100062 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100350 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100077 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 50600 1 222100369 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 43500 1 222100407 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 156590 1 222100409 XXXXXX ARGENT P AND I FIXED -30 2 N 468000 0 1 222100420 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 47000 1 222100113 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 268000 0 1 222355404 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 49400 1 222100441 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 200000 0 1 222355417 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 311200 0 1 222355424 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 99800 1 222100493 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222236474 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222355550 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 2A 222100588 XXXXXX AMC P AND I FIXED -30 1 N 0 0 4A 222354884 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100057 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 34000 1 222100063 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100498 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100505 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222355457 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 46000 1 222100073 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100080 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 115100 1 222355473 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 53000 1 222100529 XXXXXX ARGENT P AND I FIXED -30 2 N 228000 0 1 222354949 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 31000 1 222354957 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 99000 1 222355400 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 95000 1 222100470 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 37400 1 222235990 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 548000 0 1 222100474 XXXXXX ARGENT P AND I FIXED -30 2 N 180400 0 1 222100476 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100492 XXXXXX ARGENT P AND I FIXED -30 2 N 204000 0 1 222100499 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 48980 1 222100509 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222235618 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 100600 1 222100532 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 53000 1 222100535 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100540 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 44000 1 222100547 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 9150 1 222236685 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 Y 0 36600 1 222355519 XXXXXX AMC P AND I FIXED -25 or Less 1 N 0 0 B 222100551 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 88000 1 222100562 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101496 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 30000 1 222099831 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 26200 1 222354616 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222099864 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099871 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222354660 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 53700 1 222099886 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 36000 1 222099888 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100332 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222100336 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 42800 1 222100342 XXXXXX AMC P AND I FIXED -30 1 N 0 0 5A 222100347 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100358 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100361 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0000 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100366 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 46600 1 222100371 XXXXXX ARGENT P AND I FIXED -30 2 N 212800 0 1 222100378 XXXXXX ARGENT P AND I FIXED -30 2 N 264000 0 1 222100379 XXXXXX ARGENT P AND I FIXED -30 2 N 116000 0 1 222100381 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 15990 2 222100386 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100536 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 40000 1 222355498 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 58400 1 222100541 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 120000 0 1 222099257 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101498 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100602 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 54000 1 222101488 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 92800 1 222355668 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100417 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 32000 1 222100418 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 38640 1 222355611 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 A 222100630 XXXXXX AMC P AND I FIXED -30 1 N 0 0 C 222100633 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 212000 0 1 222100639 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 95000 1 222100665 XXXXXX ARGENT P AND I FIXED -30 2 N 146400 0 1 222100668 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222356840 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 52000 1 222355374 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222356841 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101621 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 95984 1 222356868 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 41550 1 222355644 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 91200 1 222100648 XXXXXX ARGENT P AND I FIXED -00 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 130000 1 222100654 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 79554 1 222355682 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 44400 1 222100669 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 50000 1 222356843 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 47600 1 222101665 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222356898 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 11100 1 222355398 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 143080 0 1 222100598 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101673 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222356907 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 61000 1 222356918 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 5 YRS FIXED 1 Y 0 49400 1 222100617 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101630 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 87400 1 222101644 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 49000 1 222100626 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101658 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222238163 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222355635 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222101685 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100645 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 111529 1 222100650 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -00 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222100658 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 35000 1 222101716 XXXXXX ARGENT P AND I FIXED -30 2 N 320000 0 1 222101721 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 50000 1 222355677 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101616 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101617 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 120000 0 1 222356863 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 90300 1 222237046 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 35000 1 222101642 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 415200 0 1 222240002 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101746 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222101748 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 73000 1 222356922 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357015 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357019 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 000000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 80000 1 222356936 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101687 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 46000 1 222101689 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101694 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101697 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 84000 1 222356942 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 71000 1 222101700 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 43000 1 222356949 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 648000 0 1 222101701 XXXXXX ARGENT P AND I FIXED -30 2 N 340000 0 1 222101702 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 42000 1 222356966 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222101726 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 216000 0 1 222356982 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101732 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101765 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101772 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 45800 1 222356993 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 56250 1 222356994 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101741 XXXXXX ARGENT P AND I FIXED -25 or Less 2 N 420000 0 1 222101745 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101762 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 117000 1 222101776 XXXXXX AMC INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 5A 222101777 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 224000 0 1 222101787 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222237746 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 240000 0 1 222357074 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222357081 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222353954 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0000 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 49800 1 222234806 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 93600 1 222100010 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100019 XXXXXX ARGENT P AND I FIXED -30 2 N 312000 0 1 222100022 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100029 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 34500 1 222236852 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222234960 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 151360 1 222100046 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222100053 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 78900 1 222100066 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222354925 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 18500 1 222100085 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 Y 0 48980 1 222100099 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100112 XXXXXX ARGENT P AND I FIXED -30 2 N 176000 0 1 222100467 XXXXXX ARGENT P AND I FIXED -30 2 N 132800 0 1 222100469 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 33400 1 222101705 XXXXXX ARGENT P AND I FIXED -30 2 N 276000 0 1 222101707 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 39000 1 222101712 XXXXXX ARGENT INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101719 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 109250 1 222101735 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222356992 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 214000 0 1 222357053 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 102000 1 222357058 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 143200 0 1 222357065 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101795 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101751 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 28000 1 222101752 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222357075 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 170000 1 222357034 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 200000 0 1 222101779 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222235271 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222236188 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 160000 1 222101826 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222357086 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101813 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 Y 0 93000 1 222235350 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 110000 1 222101823 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101848 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 107200 1 222101857 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 37800 1 222101825 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 44500 1 222101833 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 172000 0 1 222357150 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357151 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 33400 1 222101868 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 28000 1 222101842 XXXXXX ARGENT P AND I FIXED -30 2 N 416000 0 1 222101845 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 176000 0 1 222101859 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357162 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 53000 1 222101875 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 27136 1 222357167 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 135200 0 1 222238395 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 50000 1 222357165 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222357178 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 23000 1 222101892 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101893 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 29800 1 222101901 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101925 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222101930 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101933 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222357246 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100219 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 64000 1 222355125 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 88000 1 222100243 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 46980 1 222100248 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 78000 1 222100250 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222100270 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 480000 0 1 222100286 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 163000 1 222355203 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 368000 0 1 222239572 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100301 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222355222 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355233 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100671 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 256000 0 1 222100684 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222355730 XXXXXX ARGENT P AND I FIXED -00 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 44000 1 222100712 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 54350 1 222101495 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 137000 1 222356711 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222356721 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222240008 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100714 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 312000 0 1 222100718 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222355505 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101512 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 128000 0 1 222356729 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101520 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222236793 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 163000 1 222356736 XXXXXX ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222101524 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222356733 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101526 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222356756 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 124000 0 1 222101550 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 144000 1 222101560 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222235363 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 70000 1 222356762 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222356766 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101574 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 42000 1 222101580 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 40380 1 222100570 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 51000 1 222101489 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101493 XXXXXX ARGENT P AND I FIXED -30 2 N 200000 0 1 222101551 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 50000 1 222356713 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 145600 0 1 222236183 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 78867 1 222101588 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101515 XXXXXX ARGENT P AND I FIXED -30 2 N 455592 0 1 222101518 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222101519 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 39531 1 222356789 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 75000 1 222101528 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 170000 1 222356836 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 53000 1 222356837 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101537 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 91400 1 222356767 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 101200 1 222101573 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 5 YRS FIXED IO 1 Y 0 50000 1 222356818 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222357434 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 137800 1 222101595 XXXXXX ARGENT P AND I FIXED -30 2 N 100000 0 1 222356830 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 48000 1 222101555 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101556 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101567 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 383936 0 1 222357423 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 111800 1 222102084 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101582 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101583 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101584 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222356816 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 55000 1 222101591 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101593 LITTON AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 3A 222356823 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102085 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 33000 1 222102095 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 1 222102096 LITTON ARGENT P AND I FIXED -30 2 N 160000 0 1 222102103 LITTON ARGENT P AND I FIXED -30 2 N 202400 0 1 222101613 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 4 222357416 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 89800 1 222102087 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222234408 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222102102 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222357448 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102121 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102123 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102107 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 2A 222102113 LITTON ARGENT P AND I FIXED -30 2 N 216000 0 1 222357454 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222357475 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222102134 LITTON ARGENT P AND I FIXED -30 2 N 516000 0 1 222102135 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357478 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102106 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 116000 1 222102125 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222102128 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102137 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 77800 1 222102138 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 164000 1 222237998 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 4A 222102141 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222355748 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100731 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 94700 1 222355758 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355759 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222355764 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100744 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 1 222100752 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222100760 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100763 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222100771 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 59000 1 222355805 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355812 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 115000 1 222100788 LITTON ARGENT P AND I FIXED -30 1 Y 0 26000 1 222100799 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100800 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222100807 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100811 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222100817 LITTON ARGENT P AND I FIXED -30 2 N 180000 0 1 222355859 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222355881 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222235921 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 A 222100854 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100859 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 1 222100868 LITTON ARGENT P AND I FIXED -30 2 N 255920 0 1 222100871 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 65800 1 222239061 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100872 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100875 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355941 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100887 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222355948 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222100896 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100897 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100903 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 11900 1 222355967 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100904 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100906 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100910 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100914 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222102146 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 A 222102153 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102160 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102163 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102130 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102136 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222357097 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101831 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101832 LITTON ARGENT P AND I FIXED -30 2 N 415920 0 1 222236365 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 2800 1 222101837 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222357124 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222101899 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101903 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101907 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222101908 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102115 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222357459 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222357460 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 108000 1 222101844 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222101850 LITTON AMC P AND I FIXED -30 1 N 0 0 3A 222357147 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222357155 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222357265 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101952 LITTON AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 A 222101955 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222357272 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357159 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101879 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357171 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101881 LITTON AMC INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 4A 222357274 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 1 222101985 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222357307 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357316 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101887 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222236088 LITTON AMC P AND I FIXED -30 1 N 0 0 C 222357182 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 118000 1 222357186 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 4 222102010 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 42400 1 222357331 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 2 222102019 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101914 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101915 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101917 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222101923 LITTON ARGENT P AND I FIXED -30 2 N 718400 0 1 222357225 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222101924 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222357228 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357230 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357348 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102036 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102040 LITTON ARGENT P AND I FIXED -30 2 N 98400 0 1 222102042 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222101895 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357192 LITTON AMC INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 3A 222357201 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101906 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102044 LITTON ARGENT P AND I FIXED -30 2 N 152000 0 1 222102046 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222357371 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357374 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222357236 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101932 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222101936 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222357256 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102051 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102052 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102057 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222236030 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101909 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222101912 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222101913 LITTON ARGENT P AND I FIXED -30 2 N 192000 0 1 222102061 LITTON ARGENT P AND I FIXED -30 2 N 575920 0 1 222102063 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 81000 1 222102068 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222357403 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222101945 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101953 LITTON AMC P AND I HYBRID 2 YRS FIXED 1 N 0 0 5A 222101962 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222357283 LITTON ARGENT P AND I FIXED -30 1 Y 0 70000 1 222357216 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222357219 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101921 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222240361 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357290 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357296 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 80000 1 222101989 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101991 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101941 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222235984 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222357263 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222101961 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222101992 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222357308 LITTON ARGENT P AND I FIXED -30 1 N 0 0 2 222101994 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357315 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101970 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 71400 1 222101981 LITTON ARGENT P AND I FIXED -30 1 Y 0 9600 1 222101982 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101984 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 36800 1 222102003 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 59000 1 222357323 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102006 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102071 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222357704 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222357711 LITTON AMC P AND I FIXED -30 1 N 0 0 C 222357713 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222357325 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102014 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102025 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222357346 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222357299 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102015 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 2 222102020 LITTON ARGENT P AND I FIXED -30 2 N 463200 0 1 222102029 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 23000 1 222357717 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222102344 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 100000 1 222102358 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 8600 1 222102362 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102364 LITTON ARGENT P AND I FIXED -30 2 N 112000 0 1 222357745 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 29000 1 222357756 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 18900 1 222102380 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102032 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 76000 1 222102038 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102039 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 60600 1 222357364 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102384 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 84400 1 222102385 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102389 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102398 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222102049 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 9850 1 222102050 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357378 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222357379 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222357383 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357388 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222102058 LITTON ARGENT P AND I FIXED -30 2 N 555920 0 1 222102059 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222357401 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222102070 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102073 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 87000 1 222102341 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222102357 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 109000 1 222357742 LITTON ARGENT P AND I FIXED -30 1 Y 0 9000 2 222102372 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102375 LITTON ARGENT P AND I FIXED -30 2 N 320000 0 1 222237007 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 B 222102377 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102393 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102397 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102400 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 53000 1 222102402 LITTON ARGENT P AND I FIXED -30 1 Y 0 69000 1 222102405 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102410 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102414 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102416 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357798 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357806 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102435 LITTON ARGENT P AND I FIXED -30 2 N 476000 0 1 222102439 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102443 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222357829 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102451 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 66800 1 222102452 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102458 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102465 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102466 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102467 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 101000 1 222357859 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 2 222102472 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357870 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222357873 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222237161 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100915 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100919 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 5A 222100920 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222355993 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222237970 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222356001 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222356014 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 40600 1 222100941 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 83000 1 222100942 LITTON ARGENT P AND I FIXED -30 1 Y 0 50000 1 222356022 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100947 LITTON ARGENT P AND I FIXED -30 2 N 396000 0 1 222356035 LITTON AMC INTEREST ONLY FIXED -30 IO 1 N 0 0 3A 222356040 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222100973 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100975 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222100978 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222356076 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222356079 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 36768 1 222356080 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 5A 222356081 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 40000 1 222100990 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222100991 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100998 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 126000 1 222101002 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222101005 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222101008 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101009 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222356113 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 46000 1 222101024 LITTON ARGENT P AND I FIXED -30 2 N 140800 0 1 222101031 LITTON ARGENT P AND I FIXED -30 2 N 251151 0 1 222101032 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222356136 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222356138 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101038 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222356146 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222101044 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101047 LITTON ARGENT P AND I FIXED -30 1 Y 0 23400 1 222101049 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222356159 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222356180 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101071 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101074 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222356188 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222356190 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222356192 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101085 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102401 LITTON ARGENT P AND I FIXED -30 2 N 344000 0 1 222102403 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222102126 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102131 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 63000 1 222102132 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222357473 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 56198 1 222102133 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357485 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102477 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222357877 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222357879 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102152 LITTON ARGENT P AND I FIXED -25 or Less 2 N 336000 0 1 222357501 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102158 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 46000 1 222102164 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 67000 1 222357359 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 41000 1 222102041 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 86600 1 222102043 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 42800 1 222102142 LITTON ARGENT P AND I FIXED -30 2 N 213920 0 1 222102145 LITTON AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 C 222102148 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357499 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102167 LITTON ARGENT INTEREST ONLY FIXED -25 or Less IO 1 N 0 0 1 222102166 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 Y 0 31800 1 222102168 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222357518 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222234720 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 A 222102170 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 59000 1 222102174 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 20000 1 222102176 LITTON ARGENT P AND I FIXED -30 1 N 0 0 4 222357527 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222357528 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357536 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 39400 1 222357540 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102189 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102196 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102201 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222357584 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102218 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102221 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102222 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357594 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222102190 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222102203 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102205 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 80000 1 222357567 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102224 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102225 LITTON ARGENT P AND I FIXED -30 2 N 364000 0 1 222357599 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102232 LITTON ARGENT P AND I FIXED -30 1 Y 0 98000 1 222357512 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 47000 1 222357520 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222357521 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357524 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222102249 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357623 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102258 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102265 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 103800 1 222102270 LITTON ARGENT P AND I FIXED -30 1 Y 0 104000 1 222102277 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102282 LITTON AMC P AND I FIXED -30 2 N 207200 0 6A 222102284 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 37300 1 222357530 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222357537 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102186 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 109492 1 222357549 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222102290 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222102300 LITTON ARGENT P AND I FIXED -30 2 N 179200 0 1 222357666 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102313 LITTON AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 6A 222102191 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102194 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102198 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 C 222102199 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102206 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222234849 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102212 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222236042 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 37500 1 222102200 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357568 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102208 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102211 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102213 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 71200 1 222357590 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 123580 1 222102223 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102317 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 3 222102325 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102226 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222102242 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222102250 LITTON ARGENT P AND I FIXED -30 2 N 147200 0 1 222102253 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102326 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222357700 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222102336 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357994 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 62600 1 222357625 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222102259 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222236689 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 A 222357636 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222102267 LITTON ARGENT P AND I FIXED -30 2 N 344000 0 1 222102273 LITTON AMC P AND I FIXED -30 1 N 0 0 B 222357645 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222102220 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357596 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357600 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 1 222102244 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102288 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 4 222102289 LITTON ARGENT P AND I FIXED -30 2 N 480000 0 1 222102296 LITTON ARGENT P AND I FIXED -30 2 N 150000 0 1 222102298 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102247 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357614 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102254 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 24800 1 222102255 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 39200 1 222102256 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102257 LITTON AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 A 222102266 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102268 LITTON AMC P AND I HYBRID 2 YRS FIXED 1 N 0 0 C 222357642 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 78400 1 222102279 LITTON ARGENT P AND I FIXED -30 2 N 146400 0 1 222102280 LITTON AMC P AND I FIXED -30 1 N 0 0 B 222102286 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102292 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222357668 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102307 LITTON ARGENT P AND I FIXED -30 2 N 260000 0 1 222357992 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102580 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222357996 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102593 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222358042 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102619 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102620 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222102626 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222101093 LITTON ARGENT P AND I FIXED -30 2 N 307200 0 1 222101094 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101103 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101107 LITTON ARGENT P AND I FIXED -30 2 N 178400 0 1 222236092 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 2A 222101134 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101135 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101139 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222356263 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 Y 0 66000 1 222356280 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222101167 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101168 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101186 LITTON ARGENT P AND I FIXED -30 2 N 412000 0 1 222356321 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101191 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101197 LITTON ARGENT P AND I FIXED -30 2 N 200000 0 1 222101208 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222356346 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222101211 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222356357 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101223 LITTON ARGENT P AND I FIXED -30 1 Y 0 61400 1 222101229 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101231 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 31400 1 222356375 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 74000 1 222356376 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222101240 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222356391 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222356392 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222356393 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 A 222101247 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 120000 1 222356399 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101252 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 43980 1 222101254 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101255 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 26580 1 222356407 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 108000 1 222101389 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102582 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 37800 1 222102586 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222358004 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099951 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222099952 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222099953 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222099956 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222354780 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222099962 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222236095 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222099967 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 2 222099968 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222357662 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102299 LITTON ARGENT P AND I FIXED -30 2 N 219200 0 1 222356491 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 A 222101331 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102628 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222358053 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 13700 2 222358057 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222356457 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222356460 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101299 LITTON ARGENT P AND I FIXED -30 2 N 217600 0 1 222101303 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222101308 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 3 222356505 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 60000 1 222101340 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 4000 1 222356526 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 65220 1 222101350 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222356476 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 85000 1 222101311 LITTON AMC P AND I FIXED -30 1 N 0 0 3A 222356482 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 119800 1 222356483 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222101351 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 3 222101353 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222101354 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 3 222235791 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 A 222356487 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101320 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222101339 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101357 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102700 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 46000 1 222102701 LITTON AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 3A 222358142 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222354793 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222354798 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222354799 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222099975 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222358144 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102704 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102705 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102706 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 11000 1 222099979 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222354812 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 46000 1 222099989 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222101266 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102709 LITTON ARGENT P AND I FIXED -30 2 N 104000 0 1 222102711 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102712 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 80000 1 222102724 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101267 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 27000 1 222356422 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 19800 1 222101270 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 79198 1 222235142 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222101275 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101279 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 69990 1 222356444 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222356448 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102727 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102744 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102747 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102748 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101289 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222356454 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 B 222101297 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222238578 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 1 222102769 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 90000 1 222102770 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222102772 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102789 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 62000 1 222101341 LITTON ARGENT P AND I FIXED -30 2 N 430400 0 1 222101342 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222356516 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 90000 1 222237543 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358242 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 34395 1 222102796 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222102797 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102803 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222356518 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101345 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 84000 1 222356524 LITTON AMC P AND I FIXED -30 1 N 0 0 B 222101358 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222358260 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 89000 1 222102813 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 50000 1 222102817 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102823 LITTON AMC P AND I FIXED -30 1 N 0 0 8A 222101360 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222356541 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 5A 222101369 LITTON ARGENT P AND I FIXED -30 1 Y 0 7700 1 222101372 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102824 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222102825 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222102827 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 2 222358284 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101306 LITTON ARGENT P AND I FIXED -30 2 N 216000 0 1 222101315 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222101322 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101324 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 3 222236804 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222239904 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101327 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222101329 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 24500 1 222102698 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 75000 1 222102718 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102721 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 221632045 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222237713 LITTON ARGENT P AND I FIXED -30 1 Y 0 3550 1 222101330 LITTON ARGENT P AND I FIXED -30 2 N 248000 0 1 222101333 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 118000 1 222101336 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102728 LITTON ARGENT P AND I FIXED -30 1 Y 0 42800 1 222102735 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 7800 1 222358182 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102737 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 23600 1 222101344 LITTON ARGENT P AND I FIXED -30 2 N 216000 0 1 222101349 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222101352 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 2 222101359 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 53600 1 222102742 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222102746 LITTON AMC INTEREST ONLY FIXED -30 IO 1 N 0 0 4A 222102753 LITTON ARGENT P AND I FIXED -30 2 N 704000 0 1 222102757 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101363 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222101365 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222358136 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222358139 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222102759 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 87000 1 222102761 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 42600 1 222102764 LITTON AMC P AND I FIXED -30 1 N 0 0 7A 222102766 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222358150 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102720 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222102726 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222358169 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102732 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222358177 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102734 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 61228 1 222358185 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222358186 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222358193 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222358195 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102749 LITTON ARGENT P AND I FIXED -30 2 N 152000 0 1 222358197 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102767 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 14250 1 222358216 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102776 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102782 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102783 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222358238 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102801 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102806 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 58000 1 222358261 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102812 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 75600 1 222102820 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222102828 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 69980 1 222358288 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102833 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102837 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 39000 1 222358302 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102841 LITTON ARGENT P AND I FIXED -30 2 N 276000 0 1 222102846 LITTON ARGENT P AND I FIXED -30 2 N 216000 0 1 222358311 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222102852 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102856 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102864 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222099643 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099644 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222099646 LITTON ARGENT P AND I FIXED -30 2 N 252000 0 1 222354375 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 53400 1 222099659 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 50000 1 222354381 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222354387 LITTON ARGENT P AND I FIXED -30 1 Y 0 26000 1 222354389 LITTON AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 B 222354716 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 35000 1 222099917 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222354722 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 49000 1 222354723 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222354728 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 6A 222099939 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222099942 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222236282 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 A 222099961 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 1 222354785 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222354787 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222235966 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222354804 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222354805 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222099976 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099978 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222099980 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 15555 1 222099982 LITTON ARGENT P AND I FIXED -30 2 N 276800 0 1 222101264 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222356416 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101269 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222356426 LITTON ARGENT P AND I FIXED -30 1 Y 0 25350 1 222356437 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222101281 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101293 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101294 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101298 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222356468 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101307 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 35710 1 222101314 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222356486 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222239213 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101325 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101326 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 24500 1 222356507 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222356522 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222101346 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101347 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222356533 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 3A 222356535 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222355413 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100475 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100479 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222358286 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 4 222358289 LITTON AMC P AND I HYBRID 2 YRS FIXED 1 N 0 0 3A 222358292 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102858 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 108000 1 222358212 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102768 LITTON ARGENT P AND I FIXED -30 2 N 262400 0 1 222237055 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358225 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102785 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102792 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222358239 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 77000 1 222102798 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 56600 1 222358320 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222102860 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 C 222358322 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 53400 1 222358328 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102804 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222358259 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222102815 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 74000 1 222102819 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222102876 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 37800 1 222102879 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 58998 1 222102885 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 131000 1 222358347 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222358272 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 36000 1 222102822 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358282 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222102831 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222358350 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222358351 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102889 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102890 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358367 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 Y 0 64500 1 222102900 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222236091 LITTON AMC P AND I HYBRID 2 YRS FIXED 1 N 0 0 B 222102911 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222358295 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102849 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102855 LITTON ARGENT P AND I FIXED -30 2 N 181600 0 1 222102870 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222358385 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 32000 1 222358392 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102924 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102927 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102871 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222358337 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 5A 222102880 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222236067 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 3A 222235926 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 8A 222358407 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222358408 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102939 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 107000 1 222358349 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102891 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102892 LITTON ARGENT P AND I FIXED -30 2 N 149638 0 1 222358364 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222358414 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102953 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222235392 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102956 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102898 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222358375 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 78000 1 222102925 LITTON ARGENT P AND I FIXED -30 2 N 224000 0 1 222102931 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102958 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 28300 1 222102966 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 83700 1 222358453 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222358461 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 69000 1 222358478 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102989 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102992 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222102940 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222102943 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 130000 1 222358415 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102946 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102998 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 11400 1 222103002 LITTON AMC P AND I FIXED -25 or Less 1 Y 0 25200 4A 222103006 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222103009 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222358419 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222102947 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 46000 1 222102951 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222102954 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222358511 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222103020 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222103024 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222358526 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222358428 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222358434 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222102959 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 39000 1 222102960 LITTON ARGENT P AND I FIXED -30 2 N 402400 0 1 222102964 LITTON ARGENT P AND I FIXED -30 1 Y 0 35000 1 222102967 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102968 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 88000 1 222358457 LITTON AMC P AND I FIXED -30 1 N 0 0 6A 222100480 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100483 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100487 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222100490 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 72800 1 222100494 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100496 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222355446 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222355450 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100504 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222355456 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100506 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222355461 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222355466 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222355479 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100519 LITTON ARGENT P AND I FIXED -30 2 N 256000 0 1 222355482 LITTON AMC P AND I FIXED -30 1 N 0 0 2A 222355483 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222355485 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222100525 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100544 LITTON AMC P AND I FIXED -30 1 N 0 0 3A 222355507 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 44400 1 222355511 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100553 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222100558 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 68000 1 222100560 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222100566 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222356699 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 91800 1 222101499 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222356716 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 56000 1 222101509 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222356734 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101527 LITTON ARGENT P AND I FIXED -30 2 N 439920 0 1 222101530 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222235662 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222101531 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222356751 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222356760 LITTON AMC INTEREST ONLY FIXED -30 IO 1 N 0 0 4A 222101554 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222101557 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222239609 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222100396 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222100398 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100403 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222358533 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222358538 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102302 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 164000 1 222102306 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222237653 LITTON AMC P AND I FIXED -30 1 N 0 0 A 222102875 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102884 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102888 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102309 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 78400 1 222357676 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102312 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222239065 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 5A 222358459 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358065 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102641 LITTON AMC P AND I FIXED -30 1 N 0 0 C 222102646 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102321 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 46200 1 222357695 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102581 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102651 LITTON AMC P AND I FIXED -30 1 N 0 0 7A 222102652 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102653 LITTON ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 135489 1 222358080 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102596 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222102600 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222358017 LITTON AMC P AND I FIXED -30 1 Y 0 13284 4A 222358019 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 51509 1 222102585 LITTON ARGENT P AND I FIXED -30 2 N 452000 0 1 222358018 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102605 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102655 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 6A 222102657 LITTON ARGENT P AND I FIXED -30 2 N 255200 0 1 222102658 LITTON AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 4A 222102664 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222358029 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102612 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222358034 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 41000 1 222358036 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 100000 1 222102670 LITTON AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 C 222102674 LITTON ARGENT P AND I FIXED -25 or Less 1 N 0 0 1 222102678 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358114 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222358039 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 55000 1 222102622 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 71000 1 222358047 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102623 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222358126 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222358127 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102693 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 6155 1 222358135 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102624 LITTON AMC P AND I FIXED -30 1 N 0 0 3A 222358062 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222358066 LITTON ARGENT P AND I FIXED -30 1 Y 0 3075 1 222102659 LITTON AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 A 222358020 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102608 LITTON ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102609 LITTON AMC P AND I FIXED -30 1 N 0 0 5A 222102614 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 6A 222102667 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102671 LITTON ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222102673 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102676 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222358035 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358055 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 32000 1 222102634 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102635 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102690 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222358122 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 3 222358129 LITTON AMC P AND I FIXED -30 1 N 0 0 3A 222102694 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 36500 1 222102640 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 4 222102643 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222358070 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222102648 LITTON AMC P AND I FIXED -30 1 N 0 0 C 222358712 LITTON ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 107280 1 222358720 LITTON ARGENT P AND I FIXED -30 1 N 0 0 1 222103186 LITTON ARGENT P AND I FIXED -30 2 N 252000 0 1 222358758 LITTON AMC P AND I HYBRID 2 YRS FIXED 1 N 0 0 2A 222102654 LITTON ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102660 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222102662 LITTON AMC P AND I FIXED -25 or Less 1 N 0 0 3A 222102665 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222103217 LITTON ARGENT P AND I FIXED -30 1 Y 0 115000 1 222103220 LITTON AMC INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 5A 222358775 LITTON ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 71800 1 222358790 LITTON ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 74700 1 222102668 LITTON AMC P AND I FIXED -30 1 N 0 0 4A 222102679 LITTON ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222358107 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222237127 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 54000 1 222103181 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222358134 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 40000 1 222103174 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 332000 0 1 222103182 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 160000 0 1 222358734 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 64356 1 222235842 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 21325 1 222103184 XXXXXX ARGENT P AND I FIXED -30 2 N 149600 0 1 222103185 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222103192 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 50000 1 222103206 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222358743 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 101000 1 222358772 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358777 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222103204 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 55000 1 222358755 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 52600 1 222103233 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 89000 1 222100414 XXXXXX ARGENT P AND I FIXED -30 2 N 391372 0 1 222236606 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222100421 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 59000 1 222236653 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222100432 XXXXXX ARGENT P AND I FIXED -30 2 N 272000 0 1 222100435 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222100453 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 Y 0 52000 1 222100584 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 31000 1 222236475 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 Y 0 91400 1 222100594 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 50000 1 222100595 XXXXXX ARGENT P AND I FIXED -00 0 X 0 0000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 90000 1 222355600 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222355653 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 88000 1 222355674 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 60000 1 222103212 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222103219 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 138800 0 1 222358361 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101632 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222356865 XXXXXX AMC P AND I FIXED -30 1 N 0 0 6A 222358365 XXXXXX AMC P AND I FIXED -30 1 N 0 0 A 222358373 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222358819 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 79990 1 222103284 XXXXXX ARGENT P AND I FIXED -30 2 N 260000 0 1 222102971 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 Y 0 37000 1 222102941 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 33800 1 222358412 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 54000 1 222102961 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0000 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 300000 0 1 222358580 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 105000 1 222103087 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 71000 1 222103106 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222102973 XXXXXX AMC P AND I FIXED -30 1 N 0 0 4A 222358469 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 45400 1 222102980 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 43800 1 222102988 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 100800 1 222358494 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 58000 1 222103128 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 39000 1 222358652 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 5 YRS FIXED IO 1 Y 0 37600 1 222103013 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222103140 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 25000 1 222358665 XXXXXX AMC INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 25000 1 222103000 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222358666 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 78000 1 222239182 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 82400 1 222103008 XXXXXX ARGENT INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 111400 1 222358508 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 112000 1 222358512 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 110990 1 222358677 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222235127 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 124000 1 222103023 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222103026 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 56980 1 222234840 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 A 222103063 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222358535 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222103036 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 46400 1 222103042 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 54000 1 222358563 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222358584 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222358562 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358590 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222358597 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222103090 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 292000 0 1 222103094 XXXXXX ARGENT P AND I FIXED -30 2 N 400000 0 1 222103108 XXXXXX AMC P AND I FIXED -30 1 N 0 0 4A 222103110 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 248360 0 1 222358614 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222358620 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358624 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 59500 1 222358631 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 29800 1 222358636 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358638 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 85200 1 222103124 XXXXXX AMC P AND I FIXED -30 1 N 0 0 4A 222358648 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222358651 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 56200 1 222103147 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222358643 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 49350 1 222358667 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358669 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 24000 1 222103148 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 40000 1 222358681 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222358692 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101633 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222101636 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101649 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 59000 1 222101672 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101681 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 38400 1 222356916 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 216000 0 1 222101709 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 9750 1 222101717 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222356978 XXXXXX AMC P AND I FIXED -30 1 N 0 0 3A 222356997 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 1 N 0 0 5A 222356998 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 46000 1 222357003 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222357024 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222357029 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357062 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101800 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 50000 1 222101804 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101809 XXXXXX ARGENT P AND I FIXED -30 2 N 105200 0 1 222234794 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222357128 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 69000 1 222103166 XXXXXX ARGENT P AND I FIXED -30 2 N 212000 0 1 222103167 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357140 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 63000 1 222357375 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 45000 1 222357389 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 89000 1 222102060 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 360000 0 1 222102075 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358706 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222103173 XXXXXX AMC INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 68000 1 222102347 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222357728 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102350 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102360 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 60000 1 222102408 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 154400 0 1 222102417 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102422 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357805 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 66000 1 222102430 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 42750 1 222357762 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 50600 1 222102441 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 123600 1 222357830 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102381 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222357773 XXXXXX AMC P AND I FIXED -30 1 N 0 0 4A 222238511 XXXXXX AMC P AND I FIXED -30 1 N 0 0 3A 222102446 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 35100 1 222102455 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222357787 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357869 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 400000 0 1 222102426 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222102433 XXXXXX AMC P AND I FIXED -30 1 N 0 0 2A 222357833 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 399200 0 1 222102480 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 116000 1 222102490 XXXXXX ARGENT INTEREST ONLY FIXED -30 IO 1 Y 0 102000 1 222357902 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 25275 1 222357845 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 43000 1 222102503 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222102507 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 157600 1 222357892 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 45100 1 222102489 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 52380 1 222102497 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 108534 1 222102552 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222236167 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101872 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101873 XXXXXX AMC INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 37700 1 222101882 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 156000 0 1 222101896 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 140000 1 222357194 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222101920 XXXXXX AMC P AND I FIXED -30 1 N 0 0 6A 222101928 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222357244 XXXXXX AMC P AND I HYBRID 2 YRS FIXED 1 Y 0 18778.92 3A 222357245 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101942 XXXXXX ARGENT P AND I FIXED -30 2 N 144000 0 1 222101943 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 54000 1 222357258 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222357270 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101960 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 17500 1 222357287 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101993 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 127000 1 222101999 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 9650 1 222102011 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102013 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 23398 1 222357338 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222357341 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222234416 XXXXXX AMC P AND I FIXED -30 1 N 0 0 8A 222102034 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 25760 1 222102511 XXXXXX ARGENT P AND I FIXED -30 2 N 106320 0 1 222102512 XXXXXX AMC P AND I HYBRID 2 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357922 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102518 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -00 0 X 0 0000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 69000 1 222357945 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 21400 1 222357948 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 33580 1 222102543 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 67600 1 222102559 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222357970 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 61200 1 222357891 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222357905 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 86000 1 222357908 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 1 222102533 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101575 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222356805 XXXXXX AMC INTEREST ONLY HYBRID 3 YRS FIXED IO 1 N 0 0 3A 222101594 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 77000 1 222101608 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 77000 1 222102082 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 32700 1 222102098 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 64200 1 222102101 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 Y 0 103400 1 222102117 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222357492 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 300000 0 1 222235697 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 221296 0 1 222102177 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 30580 1 222357533 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 60800 1 222357535 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 97000 1 222357538 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 65000 1 222102185 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 67200 1 222357354 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 36000 1 222102035 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222235768 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222235623 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 403200 0 1 222357404 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222357411 XXXXXX AMC INTEREST ONLY FIXED -00 XX 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 97000 1 222357716 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 00000 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 22500 1 222102356 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222357739 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102379 XXXXXX AMC P AND I FIXED -30 1 N 0 0 A 222357765 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 239600 0 1 222102396 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 115000 1 222102412 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 58000 1 222102424 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222357808 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102444 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 82970 1 222357832 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 102000 1 222357840 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 118000 1 222102453 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102459 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 39600 1 222357854 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 236000 0 1 222357862 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 128000 1 222357867 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 73000 1 222102479 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222237372 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102233 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 43400 1 222237298 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 146000 1 222102246 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358806 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 38160 1 222103271 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 40000 1 222357626 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 95200 1 222357665 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102574 XXXXXX ARGENT P AND I FIXED -30 2 N 516000 0 1 222102577 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222358830 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222103228 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 131000 1 222103234 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 90000 1 222103244 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 258720 0 1 222103246 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222103248 XXXXXX AMC P AND I FIXED -30 1 N 0 0 5A 222103256 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 42980 1 222358811 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 75000 1 222103261 XXXXXX ARGENT P AND I FIXED -30 2 N 175200 0 1 222103263 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 182800 0 1 222102310 XXXXXX ARGENT P AND I FIXED -00 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 119000 1 222357681 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 37000 1 222102314 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 403571 0 1 222357690 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102328 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 82410 1 222102334 XXXXXX AMC INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102588 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 117000 1 222102594 XXXXXX ARGENT P AND I FIXED -30 2 N 377360 0 1 222102601 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 1 N 0 0 D 222102604 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 52000 1 222102617 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 129600 1 222102621 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102636 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 57000 1 222358060 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222102638 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 28400 1 222102645 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222358084 XXXXXX AMC INTEREST ONLY FIXED -30 IO 1 N 0 0 4A 222358090 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222358143 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 47000 1 222358155 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102719 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 77000 1 222358176 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358181 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102739 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358189 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222358190 XXXXXX AMC INTEREST ONLY FIXED -00 XX 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 5935 1 222236822 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 206000 0 1 222102762 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 114000 1 222102774 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 49000 1 222102778 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102779 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222358240 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 95576 1 222102799 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 83800 1 222102810 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222358274 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 21544.24 1 222358290 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 54000 1 222237023 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 118400 0 1 222358306 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102857 XXXXXX AMC P AND I FIXED -30 1 N 0 0 8A 222102865 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102869 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222358345 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222102915 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102919 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 10550 1 222102922 XXXXXX ARGENT P AND I FIXED -30 2 N 116000 0 1 222358391 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 80000 1 222102950 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222358436 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 75000 1 222358439 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 49900 1 222238762 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222102982 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 35300 1 222102997 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 107600 1 222103017 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 9100 1 222103018 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222103032 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 63000 1 222358537 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 1 Y 0 25000 1 222234326 XXXXXX AMC P AND I FIXED -30 1 N 0 0 5A 222103044 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 Y 0 55000 1 222103066 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222102681 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222358109 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222358120 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 54000 1 222358697 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358698 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222358713 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 54000 1 222358739 XXXXXX ARGENT P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222103207 XXXXXX AMC P AND I FIXED -25 or Less 1 N 0 0 5A 222103210 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222103230 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 00000 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222103236 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 Y 0 36400 1 222103250 XXXXXX ARGENT P AND I FIXED -30 2 N 200000 0 1 222103251 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 27355 1 222103254 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222103266 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 74900 1 222103269 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222103286 XXXXXX AMC P AND I FIXED -30 1 N 0 0 B 222103289 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 43000 1 222358568 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 77000 1 222358575 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 85000 1 222358582 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 40182 1 222103085 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 135600 1 222103088 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 56000 1 222358599 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222103098 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222103099 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 1 Y 0 136000 1 222103132 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 55000 1 222358679 XXXXXX ARGENT P AND I FIXED -30 1 Y 0 21000 1 222103152 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 16300 1 222103171 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 187200 0 1 222102494 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 58000 1 222357897 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222357903 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 93000 1 222102537 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 78000 1 222102540 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 14500 1 222102542 XXXXXX ARGENT P AND I FIXED -30 2 N 244000 0 1 222357951 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222102553 XXXXXX AMC P AND I FIXED -25 or Less 1 N 0 0 A 222102554 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 1 Y 0 73000 1 222102564 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222357977 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 2 222238963 XXXXXX AMC P AND I HYBRID 5 YRS FIXED 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 109894 1 222101118 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222356236 XXXXXX AMC P AND I HYBRID 2 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 176000 1 222101150 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 1 N 0 0 1 222103169 XXXXXX AMC P AND I FIXED -25 or Less 1 N 0 0 B 222358711 XXXXXX AMC INTEREST ONLY FIXED -00 XX 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 39080 1 222356336 XXXXXX ARGENT INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222356269 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 84000 1 222356287 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 100000 1 222101188 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101204 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 1 Y 0 65600 1 222356306 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222356349 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 36600 1 222101222 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101198 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 224000 0 1 222101224 XXXXXX ARGENT P AND I FIXED -30 2 N 129600 0 1 222101230 XXXXXX ARGENT INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 37800 1 222356379 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101239 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222356388 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 129580 1 222356389 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 100000 1 222356406 XXXXXX ARGENT INTEREST ONLY FIXED -30 IO 1 N 0 0 1 222101377 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 YRS FIXED 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 85200 1 222356565 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 50000 1 222356570 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222101398 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222356577 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 46600 1 222101397 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 74240 1 222101406 XXXXXX ARGENT P AND I FIXED -30 2 N 384000 0 1 222101403 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222356597 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222356622 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222356668 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 N 0 0 1 222101467 XXXXXX AMC P AND I HYBRID 3 YRS FIXED 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 1 N 0 0 1 222101470 XXXXXX AMC P AND I FIXED -30 1 N 0 0 4A 222101192 XXXXXX AMC P AND I FIXED -30 0 X 0 0 X 000000000 XXXXXX XXXXXX P AND I FIXED -00 0 X 0 00000 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 3 YRS FIXED IO 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101213 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 Y 0 26500 1 222101215 XXXXXX ARGENT P AND I FIXED -30 1 N 0 0 1 222356358 XXXXXX AMC P AND I FIXED -25 or Less 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED DUAL AM 40/20 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 39800 1 222101243 XXXXXX ARGENT P AND I FIXED -30 2 N 145600 0 1 222101244 XXXXXX ARGENT P AND I FIXED -25 or Less 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 N 0 0 1 222101381 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 3 YRS FIXED 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 155000 1 222356581 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I HYBRID 2 Y RS DUAL AM 40/20 1 Y 0 74360 1 222101396 XXXXXX ARGENT P AND I FIXED -30 2 N 155200 0 1 222356590 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222101423 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX P AND I FIXED -30 1 Y 0 20000 1 222356621 XXXXXX ARGENT P AND I HYBRID 2 Y RS DUAL AM 40/20 1 N 0 0 1 222356623 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX P AND I FIXED -30 2 N 177600 0 1 222356654 XXXXXX ARGENT P AND I FIXED -30 0 X 0 0 0 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 52500 1 222101453 XXXXXX ARGENT P AND I FIXED -30 2 N 190400 0 1 222101455 XXXXXX ARGENT P AND I HYBRID 3 YRS FIXED 1 N 0 0 1 222356659 XXXXXX AMC P AND I FIXED -30 0 X 0 0 0X 000000000 XXXXXX XXXXXX INTEREST ONLY HYBRID 2 YRS FIXED IO 1 Y 0 48060 1 222356599 XXXXXX ARGENT P AND I HYBRID 3 YRS DUAL AM 40/20 1 N 0 0 1 222101416 XXXXXX ARGENT P AND I HYBRID 2 YRS FIXED 1 Y 0 17990 1 222101419 XXXXXX ARGENT P AND I FIXED -30 2 N 279200 0 1 222356632 XXXXXX ARGENT P AND 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00000 SINGFAM 1 222098782 656 / / XXXXXXX XXXX XX 00000 SINGFAM 1 222353315 571 / / XXXXXX XXXXX XX 00000 SINGFAM 1 222353385 702 / / XXXXXXX XX 00000 2FAM 2 222353395 567 / / XXXXXX XX 00000 SINGFAM 1 222098849 633 / / XXXXX XXX XX 00000 SINGFAM 1 222098854 519 / / XXXXXXXX XX 00000 SINGFAM 1 222098795 693 / / XXXXXXXX XX 00000 XXX 0 000000000 000 / / XXXXXXXXXX NJ 7063 SINGFAM 1 222098798 541 / / XXXXXXXX XX 00000 SINGFAM 1 222353327 619 / / XXXXX XX 00000 CONDO 1 222098801 664 / / XXXXXXXXXX XX 00000 SINGFAM 1 222353331 574 / / XXXXXXX XX 00000 SINGFAM 1 222098804 639 / / XXXXXXXX XX 00000 SINGFAM 1 222098807 640 / / XXXXXXXXXX XX 00000 SINGFAM 1 222352963 689 / / XXXXX XX 00000 SINGFAM 1 222098512 654 / / XXXXXXXXXX XXXX XX 00000 2FAM 2 222098516 609 / / XXXXXXXXXX XX 00000 SINGFAM 1 222352969 617 / / XXXXXXXXXX XX 00000 CONDO 1 222352974 658 / / XXXXX XXXX XXXXX XX 00000 CONDO 1 222098528 702 / / XXX XXXXXXX XX 00000 SINGFAM 1 222352997 653 / / XXXXXX XX 00000 PUD 1 222353008 650 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1 222353384 655 / / XXXXXXXXX XX 00000 PUD 1 222098839 628 / / XXXXXXXX XXXX XX 00000 PUD 1 222098853 583 / / XXXXXX XX 00000 SINGFAM 1 222098855 620 / / XXXXXX XX 00000 SINGFAM 1 222353419 599 / / XXXXXXXX XX 0000 SINGFAM 1 222353424 691 / / XXXXX XX 00000 SINGFAM 1 222098883 561 / / XXX XXXXXX XX 00000 SINGFAM 1 222238013 638 / / XXXXXXXX XXXX XX 00000 SINGFAM 1 222353443 611 / / XXXXX XXXX XX 00000 SINGFAM 1 222098887 501 / / XXXXXX XX 00000 SINGFAM 1 222353457 605 / / XXXXXX XX 00000 SINGFAM 1 222353458 535 / / XXXXXXXXXXXX XX 00000 SINGFAM 1 222098893 622 / / XXXX XXXXXX XX 00000 SINGFAM 1 222235465 546 / / XXXXX XXXXX XX 00000 CONDO 1 222352891 579 / / XXXXXXXXX XX 00000 SINGFAM 1 222098463 507 / / XXXXXX XX 00000 SINGFAM 1 222352912 640 / / XXXXXXXXXXX XX 00000 PUD 1 222352917 620 / / XXXXXXXXX XX 00000 SINGFAM 1 222353479 622 / / XXXXX XX 00000 SINGFAM 1 222098283 613 / / XXXXXXXX XX 00000 SINGFAM 1 222352682 709 / / XXXXXXX XXXXX XX 00000 SINGFAM 1 222098288 637 / / XXXX XXXXX XX 00000 SINGFAM 1 222352677 607 / / XXXXXXXXX XX 00000 SINGFAM 1 222098285 621 / / XXXXXXX XX 00000 PUD 1 222352681 658 / / XXXXXXXX XX 00000 SINGFAM 1 222098287 669 / / XXXXXXXXXXX XX 00000 SINGFAM 1 222098292 601 / / XXXXXXXX XX 00000 SINGFAM 1 222352700 534 / / XXXXXXXXX XX 00000 SINGFAM 1 222098307 548 / / XXXXXXX XX 00000 SINGFAM 1 222352706 657 / / XXXXXXXX XXXX XX 00000 SINGFAM 1 222098296 528 / / XXXXXXX XX 00000 SINGFAM 1 222098303 615 / / XXXXXXX XX 00000 CONDO 1 222098311 603 / / XXXXXXXXXX XX 00000 SINGFAM 1 222098322 627 / / XXXXXXX XX 00000 PUD 1 222352711 545 / / XXXXX XXXXXX XX 00000 SINGFAM 1 222352715 508 / / CLINTON CT 6413 SINGFAM 1 222098315 643 / / XXXXXXX XX 00000 SINGFAM 1 222098316 603 / / XXXXXXXX XX 00000 SINGFAM 1 222098324 655 / / XXXXXX XXXXX XX 00000 SINGFAM 1 222098327 547 / / XXXX XXXXXX XX 00000 SINGFAM 1 222352731 640 / / XXXXXXXXX XX 00000 PUD 1 222352733 672 / / XXX XXXXXXX XX 00000 SINGFAM 1 222098320 657 / / XXXXXXX XX 00000 SINGFAM 1 222098323 609 / / XXXXXXX XX 00000 SINGFAM 1 222098332 519 / / XXXXXXXXXX XX 00000 SINGFAM 1 222098334 546 / / XXXXX XXXXXX XX 00000 SINGFAM 1 222098335 632 / / XXXXXXX XX 00000 SINGFAM 1 222352758 641 / / XXXXXXXXXXX XX 00000 SINGFAM 1 222098355 548 / / XXXXXXX XX 00000 SINGFAM 1 222098356 594 / / PINSON AL 35126 PUD 1 222098338 625 / / XXXXXXXXXXXX XX 00000 SINGFAM 1 222352747 538 / / TRUMBULL CT 6611 SINGFAM 1 222098339 644 / / XXXXXXX XX 00000 SINGFAM 1 222098347 604 / / XXXXXXXXX XX 00000 PUD 1 222098361 631 / / XXXXX XX 00000 SINGFAM 1 222098368 611 / / XXXXXXXXXXX XX 00000 SINGFAM 1 222352787 659 / / XXXXXXXXXXXX XX 00000 SINGFAM 1 222098533 636 / / XXX XXXXXXX XX 00000 SINGFAM 1 222352930 605 / / XXXXXX XXXX XX 00000 SINGFAM 1 222352931 608 / / XXX XXXXXX XX 00000 SINGFAM 1 222352949 641 / / XXXXX XX 00000 SINGFAM 1 222352951 633 / / XXXXXX XX 00000 2FAM 2 222352763 686 / / XXXXX XXXXX XX 00000 SINGFAM 1 222235095 622 / / XXXXXXXXX XX 00000 SINGFAM 1 222352781 569 / / XXXXXXX XX 00000 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XXXXXXXXXX XX 00000 CONDO 1 222098706 000 / / XXXXX XXX XXXXX XX 00000 CONDO 1 222098708 657 / / XXXXX XX 00000 SINGFAM 1 222098709 624 / / XXXXX XX 00000 SINGFAM 1 222353212 634 / / XXXXXXXXX XX 00000 SINGFAM 1 222353215 712 / / XXXXXX XXXXXX XX 00000 SINGFAM 1 222237008 574 / / XXXXXXX XX 00000 SINGFAM 1 222098715 603 / / XXXXXX XX 00000 SINGFAM 1 222352925 657 / / XXXXXXXXXXX XX 00000 SINGFAM 1 222098487 651 / / XXX XXXXX XX 00000 PUD 1 222352933 641 / / XXX XXXXXXX XX 00000 SINGFAM 1 222352934 660 / / XXX XXXXX XX 00000 SINGFAM 1 222353228 535 / / XXXX XX 00000 SINGFAM 1 222098947 576 / / XXXXXXX XX 00000 SINGFAM 1 222235383 578 / / XXXX XXXXXXX XX 00000 SINGFAM 1 222353555 605 / / XXXXXXXX XX 00000 SINGFAM 1 222098494 544 / / XXXXXX XX 00000 SINGFAM 1 222098726 563 / / XXXXX XX 00000 SINGFAM 1 222353248 612 / / XXX XXXXX XX 00000 CONDO 1 222353253 592 / / XXXXXXXX XX 00000 PUD 1 222353561 628 / / XXXXXXXXXX XX 00000 SINGFAM 1 222098974 604 / / XXXXXXXXXX XX 00000 SINGFAM 1 222098399 574 / / XXX XXXXX XX 00000 SINGFAM 1 222098401 764 / / XXXXXXXXXX XXXXXXX XX 0000 PUD 1 222098735 544 / / XXXXXXX XX 00000 SINGFAM 1 222098743 634 / / XXXXXXXXXX XX 00000 SINGFAM 1 222098744 554 / / XXX XXXXXXX XX 00000 SINGFAM 1 222098749 604 / / XXXXX XX 00000 SINGFAM 1 222098759 505 / / XXXXXXX XX 00000 SINGFAM 1 222353287 634 / / XXXXXXX XX 00000 SINGFAM 1 222098769 000 / / XXXXX XXXXX XX 0000 SINGFAM 1 222353297 602 / / XXXXXXX XXXXXXX XX 00000 PUD 1 222098783 639 / / XXXX XX 00000 SINGFAM 1 222098787 736 / / XXXX XXXXXXXXXX XX 00000 2FAM 2 222098789 687 / / XXX XXXXXXX XX 00000 CONDO 1 222098409 621 / / XXXXXXXXXXX XX 00000 SINGFAM 1 222098420 567 / / XXXXXXXXXXX XX 00000 SINGFAM 1 221625514 510 / / XXXXXXXX XX 00000 SINGFAM 1 222098423 670 / / XXXXXXXXXXX XX 00000 SINGFAM 1 222098790 000 / / XXXXX XXX XXXXX XX 00000 CONDO 1 222098791 596 / / TEANECK NJ 7666 SINGFAM 1 222098793 000 / / XXXXXXXX XX XXXXXXXX XX 00000 SINGFAM 1 222098796 595 / / XXXXX XX 00000 3FAM 3 222352852 665 / / XXXXXXXXXX XX 00000 2FAM 2 222098426 511 / / XXXXXXXX XX 00000 PUD 1 222098428 681 / / PROVIDENCE RI 2908 SINGFAM 1 222352856 635 / / XXXXXXXX XX 00000 SINGFAM 1 222098449 689 / / XXXXXXXXX XX 00000 SINGFAM 1 222098450 629 / / XXXXXXXX XX 00000 CONDO 1 222098452 629 / / XXXXX XX 00000 2FAM 2 222098453 534 / / XXXXXX XXXXXX XX 00000 SINGFAM 1 222353328 612 / / XXXXXXXXXXXX XX 0000 SINGFAM 1 222353329 651 / / XXXXXXX XX 00000 SINGFAM 1 222098803 692 / / XXXXX XX 00000 SINGFAM 1 222353334 622 / / XXXXX XX 00000 SINGFAM 1 222352888 547 / / XXXX XXXXXX XX 00000 SINGFAM 1 222352890 633 / / XXXXXXXX XXXX XX 00000 PUD 1 222098483 664 / / XXXX XXXXXX XX 00000 SINGFAM 1 222098978 635 / / XXXXXXXXX XX 00000 SINGFAM 1 222353575 624 / / XXXXXX XX 00000 SINGFAM 1 222098814 649 / / XXXXXXXX XX 00000 SINGFAM 1 222098815 632 / / XXXXXX XXXXXXX XX 00000 SINGFAM 1 222098808 600 / / XXX XXXXX XX 00000 SINGFAM 1 222098809 537 / / XXXXXXX XX 00000 SINGFAM 1 222098810 671 / / XXXXXXXX XX 00000 SINGFAM 1 221625944 514 / / XXXXXXXX XX 00000 PUD 1 222352921 507 / / XXXXX XXXXX XXXXX XX 00000 CONDO 1 222098486 566 / / XXXXXX XXXXX XXXXXXX XX 00000 PUD 1 222352929 652 / / XXXX XX 00000 SINGFAM 1 222352935 636 / / XXX XXX XX 00000 SINGFAM 1 222098817 587 / / XXXX XXXXX XXXXX XX 00000 SINGFAM 1 222353349 608 / / XXXXXXX XX 00000 2FAM 2 222353355 687 / / XXXXXXXXX XX 00000 SINGFAM 1 222353358 669 / / XXXXXXX XX 00000 SINGFAM 1 222098500 511 / / XXXX X XXXXX XX 00000 PUD 1 222098502 655 / / XXXXXXX XX 00000 XXXXXXX 0 000000000 000 / / XXXXX IL 60417 SINGFAM 1 222353269 580 / / XXXXXXXXXX XX 00000 SINGFAM 1 222353353 622 / / XXXXXXX XX 00000 SINGFAM 1 222098822 576 / / XXXXXX XX 00000 SINGFAM 1 222098831 638 / / XXXXXXXXXX XX 00000 SINGFAM 1 222353369 627 / / XXXXXXXX XX 00000 SINGFAM 1 222098758 660 / / XXXXXXX XX 00000 SINGFAM 1 222098771 616 / / XXXXXXX XX 00000 SINGFAM 1 222098774 539 / / XXXXXXXX XX 00000 SINGFAM 1 222098824 612 / / XXXXXXX XX 00000 SINGFAM 1 221625961 608 / / XXXXX XXXXX XX 00000 SINGFAM 1 222098832 661 / / XXXXXXXX XX 00000 SINGFAM 1 222098834 516 / / XXXXXXXXXX XX 00000 SINGFAM 1 222098836 720 / / XXXXXXXXX XX 00000 PUD 1 222353672 623 / / XXXXXXXX XX 00000 SINGFAM 1 222099064 557 / / BRUNSWICK ME 4011 SINGFAM 1 222238112 600 / / XXXXXXXXXXXX XX 00000 SINGFAM 1 222353372 668 / / XXXXX XX 00000 SINGFAM 1 222353373 523 / / XXX XXXXXXX XX 00000 SINGFAM 1 222353375 626 / / XXXXX XX 00000 PUD 1 222098835 603 / / XXXXX XX 00000 SINGFAM 1 222353316 649 / / CODEN AL 36523 SINGFAM 1 222098799 793 / / XXXXXXXXXX XX 00000 SINGFAM 1 222098805 661 / / XXXXXXXXX XX 00000 SINGFAM 1 222098838 661 / / XXXXXXX XX 00000 SINGFAM 1 222353681 608 / / XXX XXXXX XX 00000 PUD 1 222353682 551 / / XXXXXXXXXX XX 0000 SINGFAM 1 222099075 683 / / GLENDALE AZ 85301 SINGFAM 1 222099065 610 / / BRIGHTON CO 80601 PUD 1 222353683 622 / / CHULA VISTA CA 91911 CONDO 1 222099074 691 / / AURORA IL 60505 SINGFAM 1 222099080 677 / / EAGLE MOUNTAIN UT 84005 SINGFAM 1 222099083 522 / / NORTH LAUDERDALE FL 33068 SINGFAM 1 222353707 554 / / EWA BEACH HI 96706 SINGFAM 1 222099095 626 / / BALTIMORE MD 21229 SINGFAM 1 222099096 568 / / SALT LAKE CITY UT 84106 SINGFAM 1 222353718 629 / / LAKELAND FL 33801 SINGFAM 1 222099109 677 / / TACOMA WA 98404 SINGFAM 1 222099110 738 / / MODESTO CA 95355 SINGFAM 1 222099112 667 / / FORT MYERS FL 33967 SINGFAM 1 222098811 632 / / SALISBURY MD 21801 SINGFAM 1 222098812 640 / / LAUREL MD 20708 SINGFAM 1 222353346 615 / / PALATINE IL 60067 CONDO 1 222098828 520 / / SPRING VALLEY CA 91977 SINGFAM 1 222353694 589 / / COLGATE WI 53017 SINGFAM 1 222353697 635 / / WHEELING IL 60090 CONDO 1 222098654 614 / / BLOOMINGTON MN 55425 SINGFAM 1 222098659 682 / / MIAMI FL 33144 SINGFAM 1 222099120 570 / / GAINESVILLE GA 30506 SINGFAM 1 222099122 519 / / WILLIAMSTOWN NJ 8094 SINGFAM 1 222239577 659 / / OOLOGAH OK 74053 SINGFAM 1 222353745 558 / / LAWNDALE CA 90260 CONDO 1 222098662 682 / / SANTA CLARITA CA 91350 SINGFAM 1 222098663 608 / / HEMPSTEAD NY 11550 SINGFAM 1 222098668 539 / / SAN JACINTO CA 92583 SINGFAM 1 222353164 649 / / DUNMORE PA 18512 SINGFAM 1 222099141 674 / / BIRMINGHAM AL 35235 SINGFAM 1 222099142 639 / / MILWAUKEE WI 53221 SINGFAM 1 222353769 612 / / ROSEBURG OR 97470 SINGFAM 1 222099146 614 / / BUCKEYE AZ 85326 PUD 1 222098681 667 / / ALTADENA CA 91001 SINGFAM 1 222098682 536 / / FORT WORTH TX 76105 3FAM 3 222098688 545 / / WHITEHOUSE TX 75791 SINGFAM 1 222098689 626 / / VILLAS NJ 8251 SINGFAM 1 222353773 727 / / SAN ANTONIO TX 78244 SINGFAM 1 222353775 510 / / ROCHELLE PARK NJ 7662 SINGFAM 1 222099153 533 / / RANCHO CUCAMONGA CA 91730 SINGFAM 1 222353785 617 / / DUNDALK MD 21222 SINGFAM 1 222098691 610 / / AUDUBON NJ 8106 2FAM 2 222098694 644 / / FORT WASHINGTON MD 20744 SINGFAM 1 222098695 652 / / SCHERERVILLE IN 46375 SINGFAM 1 222098703 641 / / COLORADO SPRINGS CO 80918 PUD 1 222099161 663 / / KINGMAN AZ 86401 SINGFAM 1 222353790 690 / / CHICAGO IL 60652 SINGFAM 1 222353791 605 / / WILLIAMSTON SC 29697 SINGFAM 1 222353800 566 / / RALEIGH NC 27603 SINGFAM 1 222098705 556 / / LONG BEACH CA 90805 SINGFAM 1 222238000 672 / / LOS ANGELES CA 90039 SINGFAM 1 222353217 586 / / BOWIE MD 20721 PUD 1 222353223 608 / / RIVERSIDE CA 92503 SINGFAM 1 222353224 633 / / SHERBORN MA 1770 SINGFAM 1 222353233 522 / / ROWLETT TX 75088 SINGFAM 1 222098940 671 / / NORWALK CA 90650 SINGFAM 1 222353532 562 / / PASADENA CA 91106 CONDO 1 222098942 719 / / MESQUITE TX 75150 SINGFAM 1 222098944 549 / / WINONA MN 55987 SINGFAM 1 222098945 611 / / MAURICE LA 70555 SINGFAM 1 222098949 698 / / BASKING RIDGE NJ 7920 SINGFAM 1 222098950 665 / / RIDGEWOOD NJ 7450 SINGFAM 1 222098951 627 / / LOS ANGELES CA 91403 SINGFAM 1 222098954 581 / / TWNSP OF LIVINGSTON NJ 7039 SINGFAM 1 222098959 630 / / ALBUQUERQUE NM 87123 SINGFAM 1 222098546 596 / / POMONA CA 91766 SINGFAM 1 222353013 527 / / CALEXICO CA 92231 SINGFAM 1 222353020 550 / / BALTIMORE MD 21206 SINGFAM 1 222353026 625 / / PHOENIX AZ 85042 SINGFAM 1 222353550 632 / / BOWIE MD 20715 PUD 1 222098961 596 / / GRAND RAPIDS MI 49508 SINGFAM 1 222098964 651 / / ANSONIA CT 6401 SINGFAM 1 222098968 615 / / NAPERVILLE IL 60565 PUD 1 222098971 652 / / MONEE IL 60449 SINGFAM 1 222353578 527 / / HAZLETON PA 18201 SINGFAM 1 222238866 549 / / SCOTIA NY 12302 CONDO 1 222353589 633 / / DENTON TX 76209 SINGFAM 1 222353596 732 / / RESEDA CA 91335 SINGFAM 1 222353612 572 / / SUGAR LAND TX 77478 PUD 1 222099014 612 / / PARLIN NJ 8859 SINGFAM 1 222238056 623 / / SIKESTON MO 63801 PUD 1 222353030 561 / / ABINGTON TOWNSHIP PA 19001 SINGFAM 1 222353042 627 / / SEATTLE WA 98108 SINGFAM 1 222237662 697 / / MABLETON GA 30126 SINGFAM 1 222098575 718 / / LAS VEGAS NV 89129 SINGFAM 1 222353057 641 / / RIO RANCHO NM 87144 SINGFAM 1 222098585 664 / / CHICAGO IL 60629 2FAM 2 222098606 709 / / MADISON TN 37115 2FAM 2 222353084 609 / / LOS ANGELES CA 91324 SINGFAM 1 222098608 735 / / SAN JOSE CA 95125 SINGFAM 1 222353386 698 / / JACKSONVILLE FL 32246 CONDO 1 222353397 657 / / MEMPHIS TN 38107 SINGFAM 1 222353404 544 / / GOOSE CREEK SC 29445 SINGFAM 1 222236687 607 / / PHOENIX AZ 85042 SINGFAM 1 222098862 788 / / CORONA NY 11368 2FAM 2 222098865 597 / / MILWAUKEE WI 53208 2FAM 2 222098875 590 / / TACOMA WA 98409 SINGFAM 1 222098880 577 / / GAGES LAKE IL 60030 SINGFAM 1 222353446 726 / / PHOENIX AZ 85035 SINGFAM 1 222240349 622 / / ALBUQUERQUE NM 87102 SINGFAM 1 222098891 602 / / SAN BERNARDINO CA 92404 SINGFAM 1 222238006 559 / / SOLEDAD CA 93960 SINGFAM 1 222098903 647 / / NEWARK NJ 7106 SINGFAM 1 222353480 775 / / WAUKEGAN IL 60085 SINGFAM 1 222353483 714 / / SAN BERNARDINO CA 92407 SINGFAM 1 222353487 501 / / LAUDERHILL FL 33351 CONDO 1 222098245 640 / / ANCHORAGE AK 99502 SINGFAM 1 222098246 729 / / PEMBROKE PINES FL 33029 PUD 1 222098257 562 / / BROOKLYN NY 11233 2FAM 2 222352648 660 / / STOUGHTON MA 2072 SINGFAM 1 222098265 611 / / MIAMI FL 33167 SINGFAM 1 222098266 606 / / GLOCESTER RI 2814 SINGFAM 1 222098274 614 / / CHICAGO IL 60617 SINGFAM 1 222353099 618 / / MORENO VALLEY CA 92557 SINGFAM 1 222353103 541 / / WEST JORDAN UT 84088 SINGFAM 1 222098628 540 / / HOPKINS MN 55343 CONDO 1 222098633 605 / / FARMINGVILLE NY 11738 SINGFAM 1 222098634 643 / / BARABOO WI 53913 SINGFAM 1 222098672 607 / / PORT RICHEY FL 34668 SINGFAM 1 222353162 562 / / ESCONDIDO CA 92027 SINGFAM 1 222098675 658 / / PLAYA DEL REY CA 90293 CONDO 1 222353175 601 / / RICHTON PARK IL 60471 SINGFAM 1 222353183 694 / / SAN BERNARDINO CA 92407 SINGFAM 1 222098707 682 / / HAYWARD CA 94544 SINGFAM 1 222098711 656 / / SAN BERNARDINO CA 92407 SINGFAM 1 222353219 651 / / BROOKLYN NY 11216 2FAM 2 222353220 607 / / LAVEEN AZ 85339 PUD 1 222098713 618 / / IRVINE CA 92602 CONDO 1 222098718 591 / / SAINT PETERSBURG FL 33702 SINGFAM 1 222098719 611 / / SPRING HILL FL 34608 SINGFAM 1 222098720 570 / / MUSKEGON MI 49441 SINGFAM 1 222353235 674 / / ANTIOCH CA 94509 SINGFAM 1 222353237 661 / / JACKSONVILLE FL 32246 SINGFAM 1 222098938 618 / / MURRAY UT 84123 SINGFAM 1 222353533 598 / / HOUSTON TX 77072 SINGFAM 1 222098957 537 / / PANAMA CITY BEACH FL 32408 SINGFAM 1 222098963 677 / / MIAMI FL 33145 CONDO 1 222353562 504 / / LONG BEACH CA 90805 SINGFAM 1 222098975 645 / / FREEHOLD NJ 7728 CONDO 1 222353573 504 / / SELMA AL 36701 SINGFAM 1 222098982 547 / / RANCHO CUCAMONGA CA 91737 SINGFAM 1 222353598 665 / / SHELBURNE VT 5482 SINGFAM 1 222098725 597 / / WESTMINSTER MD 21158 SINGFAM 1 222098730 634 / / BARTOW FL 33830 SINGFAM 1 222353245 561 / / READING PA 19611 SINGFAM 1 222098736 506 / / FORT LAUDERDALE FL 33311 SINGFAM 1 222098741 553 / / MIAMI FL 33169 SINGFAM 1 222098742 630 / / SUGAR LAND TX 77479 PUD 1 222353270 657 / / FOREST HILL MD 21050 PUD 1 222098747 651 / / SAN MATEO CA 94404 SINGFAM 1 222353272 632 / / PHOENIX AZ 85009 SINGFAM 1 222353273 514 / / BALTIMORE MD 21215 SINGFAM 1 222236360 627 / / BALTIMORE MD 21230 SINGFAM 1 222235690 541 / / RACINE WI 53402 SINGFAM 1 222353290 693 / / SOUTH HOLLAND IL 60473 SINGFAM 1 222353291 609 / / ROUND LAKE IL 60073 PUD 1 222353296 600 / / HOUSTON TX 77095 PUD 1 222098773 526 / / NICHOLASVILLE KY 40356 SINGFAM 1 222098780 645 / / FOUNTAIN CO 80817 PUD 1 222353306 709 / / MISHAWAKA IN 46544 2FAM 2 222098785 614 / / WEST MILWAUKEE WI 53214 2FAM 2 222353323 616 / / HIALEAH FL 33012 CONDO 1 222353324 516 / / FALL RIVER MA 2721 SINGFAM 1 222098800 652 / / MIAMI FL 33165 SINGFAM 1 222098819 607 / / PLANO TX 75025 PUD 1 222098821 504 / / UPPER MARLBORO MD 20772 PUD 1 222098823 551 / / PASADENA CA 91107 SINGFAM 1 222098825 624 / / MIDDLETOWN CT 6457 SINGFAM 1 222098826 634 / / ORLANDO FL 32812 CONDO 1 222098829 619 / / HAZEL CREST IL 60429 SINGFAM 1 222353365 694 / / BRONX NY 10472 2FAM 2 222353370 641 / / PEABODY MA 1960 2FAM 2 222353374 735 / / MIAMI FL 33165 SINGFAM 1 222353377 644 / / CHICAGO IL 60628 2FAM 2 222353380 632 / / MIAMI FL 33178 PUD 1 222238168 563 / / ALEXANDRIA LA 71302 SINGFAM 1 222353676 603 / / HOWELL MI 48843 SINGFAM 1 222353679 666 / / PHILADELPHIA PA 19136 SINGFAM 1 222099068 645 / / HOUSTON TX 77034 PUD 1 222099070 622 / / TUCSON AZ 85730 SINGFAM 1 222099071 642 / / AUGUSTA GA 30909 SINGFAM 1 222353688 603 / / SALISBURY MD 21804 SINGFAM 1 222234197 530 / / HANCOCK NY 13783 SINGFAM 1 222099082 682 / / PERRIS CA 92571 SINGFAM 1 222353381 614 / / THORNTON IL 60476 SINGFAM 1 222099062 558 / / HOMESTEAD FL 33035 CONDO 1 222353691 518 / / BIRMINGHAM AL 35242 SINGFAM 1 222353409 648 / / SACRAMENTO CA 95828 SINGFAM 1 222098859 600 / / MIRAMAR FL 33023 SINGFAM 1 222098868 593 / / CAMBRIA HEIGHTS NY 11411 2FAM 2 222353425 667 / / CHINO HILLS CA 91709 SINGFAM 1 222234340 630 / / MEMPHIS TN 38112 SINGFAM 1 222098885 636 / / GAFFNEY SC 29341 SINGFAM 1 222353445 614 / / PEEKSKILL NY 10566 PUD 1 222098888 523 / / COMPTON CA 90222 SINGFAM 1 222353455 597 / / SEARSPORT ME 4974 SINGFAM 1 222238903 544 / / ROCHESTER MN 55901 SINGFAM 1 222353464 633 / / YUKON OK 73099 SINGFAM 1 222353465 580 / / POSEN IL 60469 SINGFAM 1 222098896 602 / / MORENO VALLEY CA 92551 SINGFAM 1 222098897 681 / / SPARKS NV 89431 SINGFAM 1 222098900 557 / / SOUTH HOLLAND IL 60473 SINGFAM 1 222098906 611 / / PHOENIX AZ 85033 SINGFAM 1 222098909 686 / / LAURETON NY 11422 SINGFAM 1 222353497 534 / / HOUSTON TX 77016 SINGFAM 1 222098921 576 / / GAINESVILLE FL 32608 SINGFAM 1 222353505 631 / / ORLANDO FL 32837 PUD 1 222098925 652 / / ALISO VIEJO CA 92656 PUD 1 222098932 546 / / APOLLO PA 15613 SINGFAM 1 222098937 602 / / SAN JOSE CA 95123 2FAM 2 222354106 570 / / SOUTH EL MONTE CA 91733 SINGFAM 1 222354111 624 / / WESLEY CHAPEL FL 33543 PUD 1 222099430 609 / / BREMERTON WA 98337 SINGFAM 1 222354116 539 / / SEVERN MD 21144 SINGFAM 1 222099436 535 / / GARY TX 75643 SINGFAM 1 222354129 557 / / HAGERSTOWN MD 21740 SINGFAM 1 222236880 622 / / WILMERDING PA 15148 SINGFAM 1 222099456 504 / / CASTRO VALLEY CA 94546 SINGFAM 1 222099460 552 / / ANTIOCH IL 60002 PUD 1 222354165 673 / / FORT LAUDERDALE FL 33313 SINGFAM 1 222354175 548 / / GROVES TX 77619 SINGFAM 1 222099485 658 / / OWINGS MILLS MD 21117 CONDO 1 222099494 529 / / NORWALK CT 6854 SINGFAM 1 222354196 604 / / PALMDALE CA 93552 SINGFAM 1 222354201 540 / / NEW WINDSOR NY 12553 SINGFAM 1 222099507 694 / / MANTECA CA 95336 SINGFAM 1 222353708 652 / / MIAMI FL 33179 CONDO 1 222099084 540 / / SUNRISE FL 33313 SINGFAM 1 222099086 584 / / LOS ANGELES CA 91303 SINGFAM 1 222098916 529 / / ODENTON MD 21113 SINGFAM 1 222098918 661 / / NIANTIC CT 6357 SINGFAM 1 222098919 670 / / SPRECKELS CA 93962 SINGFAM 1 222353507 511 / / MIRAMAR FL 33023 SINGFAM 1 222353508 522 / / COLUMBIAVILLE MI 48421 SINGFAM 1 222353511 575 / / SALT LAKE CITY UT 84116 SINGFAM 1 222098926 564 / / SALINAS CA 93905 SINGFAM 1 222353518 639 / / FLANDERS NY 11901 SINGFAM 1 222098935 602 / / LANCASTER CA 93534 SINGFAM 1 222354104 527 / / SAN JACINTO CA 92583 SINGFAM 1 222099428 608 / / COUNTRY CLUB HILLS IL 60478 SINGFAM 1 222099431 636 / / OWINGS MILLS MD 21117 PUD 1 222099432 668 / / MEDFORD NY 11763 SINGFAM 1 222353805 643 / / PARACHUTE CO 81635 SINGFAM 1 222099178 502 / / MONTCLAIR NJ 7042 CONDO 1 222234738 590 / / CHICAGO IL 60652 SINGFAM 1 222098912 529 / / MILLERTON NY 12546 SINGFAM 1 222098915 592 / / QUEENS VILLAGE NY 11428 2FAM 2 222098930 604 / / MILWAUKEE WI 53206 SINGFAM 1 222353516 598 / / BALTIMORE MD 21229 SINGFAM 1 221626128 623 / / FRANKLIN NJ 8873 SINGFAM 1 222353526 638 / / OCALA FL 34473 SINGFAM 1 222099437 702 / / WYLIE TX 75098 SINGFAM 1 222099447 646 / / LOS ANGELES CA 90062 SINGFAM 1 222354130 587 / / PAIA HI 96779 SINGFAM 1 222099448 646 / / ESSEX MD 21221 SINGFAM 1 222099453 548 / / CHESTERFIELD MI 48051 SINGFAM 1 222099457 625 / / PHOENIX AZ 85033 SINGFAM 1 222099459 654 / / MODESTO CA 95350 SINGFAM 1 222354145 685 / / HUMBLE TX 77346 PUD 1 222099462 664 / / LAKEVILLE MN 55044 SINGFAM 1 222354148 620 / / JOPPA MD 21085 SINGFAM 1 222099509 755 / / GRANADA HILLS CA 91344 SINGFAM 1 222099513 625 / / JOHNSTON RI 2919 SINGFAM 1 222237903 632 / / MARLBOROUGH MA 1752 2FAM 2 222354155 653 / / FAIRFIELD CT 6824 SINGFAM 1 222099472 547 / / STREAMWOOD IL 60107 SINGFAM 1 222099473 605 / / HOLYOKE MA 1040 2FAM 2 222235210 622 / / KENEFIC OK 74748 SINGFAM 1 222099449 604 / / DALLAS TX 75218 SINGFAM 1 222354134 546 / / MYRTLE BEACH SC 29588 SINGFAM 1 222354136 577 / / MORGAN HILL CA 95037 SINGFAM 1 222099455 565 / / WESLACO TX 78596 SINGFAM 1 222099022 665 / / KALAMAZOO MI 49007 4FAM 4 222353625 607 / / MILWAUKEE WI 53218 SINGFAM 1 222353633 595 / / ALLENTOWN PA 18103 SINGFAM 1 222099099 592 / / BETHANY OK 73008 SINGFAM 1 222099101 645 / / WAUKESHA WI 53189 SINGFAM 1 222099102 691 / / LOS ANGELES CA 91335 SINGFAM 1 222353723 602 / / ABERDEEN MD 21001 SINGFAM 1 222099104 643 / / BARSTOW CA 92311 SINGFAM 1 222353572 528 / / RINCON GA 31326 SINGFAM 1 222098985 601 / / RAMONA CA 92065 PUD 1 222098988 516 / / PROVIDENCE RI 2908 SINGFAM 1 222353585 584 / / DICKINSON TX 77539 SINGFAM 1 222099114 636 / / PORT RICHEY FL 34668 PUD 1 222235602 545 / / SCOTTSBORO AL 35768 SINGFAM 1 222353750 605 / / ELK RIVER MN 55330 PUD 1 222099139 519 / / BROOKLYN NY 11234 2FAM 2 222099480 668 / / BEAR DE 19701 SINGFAM 1 222099486 607 / / ELGIN IL 60123 SINGFAM 1 222354187 672 / / CAROL STREAM IL 60188 SINGFAM 1 222354188 660 / / LONGWOOD FL 32779 CONDO 1 222099497 564 / / CHESTERFIELD NH 3443 SINGFAM 1 222099500 680 / / WAIANAE HI 96792 PUD 1 222354197 559 / / GLOCESTER RI 2814 SINGFAM 1 222237273 619 / / CUMBERLAND RI 2864 SINGFAM 1 222098989 635 / / HEMET CA 92545 SINGFAM 1 222098991 649 / / NAPERVILLE IL 60564 PUD 1 222098994 568 / / LAKE ELSINORE CA 92530 SINGFAM 1 222098996 624 / / HYATTSVILLE MD 20782 SINGFAM 1 222354210 647 / / LOMBARD IL 60148 SINGFAM 1 222354216 674 / / CARSON CITY NV 89706 SINGFAM 1 222099532 501 / / LAFAYETTE LA 70506 SINGFAM 1 222099666 520 / / MESA AZ 85208 SINGFAM 1 222099001 637 / / AZUSA CA 91702 SINGFAM 1 222099004 613 / / INGLEWOOD CA 90303 SINGFAM 1 222353613 654 / / MESA AZ 85204 SINGFAM 1 222099025 582 / / SAINT CHARLES MO 63304 PUD 1 222354397 594 / / NORCROSS GA 30093 SINGFAM 1 222099669 650 / / CHICAGO IL 60632 2FAM 2 222099672 612 / / UNIONDALE NY 11553 SINGFAM 1 222099673 644 / / PEMBERTON TOWNSHIP NJ 8015 SINGFAM 1 222353764 509 / / ORLANDO FL 32807 SINGFAM 1 222099143 519 / / ONTARIO CA 91761 SINGFAM 1 222099145 552 / / PATTERSON CA 95363 SINGFAM 1 222099151 625 / / HYANNIS MA 2601 SINGFAM 1 222099171 641 / / OAKLAND CA 94603 SINGFAM 1 222099174 623 / / SUMMERVILLE SC 29485 SINGFAM 1 222099184 678 / / LOMPOC CA 93436 SINGFAM 1 222099558 632 / / HIALEAH FL 33015 PUD 1 222354405 629 / / LOS ANGELES CA 90063 SINGFAM 1 222099674 656 / / MORENO VALLEY CA 92551 SINGFAM 1 222099678 658 / / HENDERSON NV 89012 CONDO 1 222099680 683 / / SAN ANTONIO TX 78213 SINGFAM 1 222353641 586 / / MIAMI FL 33015 PUD 1 222099040 527 / / HESPERIA CA 92345 SINGFAM 1 222353654 618 / / MARRERO LA 70072 SINGFAM 1 222099046 614 / / CHICO CA 95926 SINGFAM 1 222099049 610 / / JOHNSTOWN CO 80534 PUD 1 222099061 566 / / BOLIVAR MO 65613 SINGFAM 1 222099324 594 / / EL MIRAGE AZ 85335 SINGFAM 1 222099327 664 / / MIAMI FL 33054 SINGFAM 1 222354415 553 / / MARRERO LA 70072 SINGFAM 1 222099691 547 / / MIDWEST CITY OK 73110 SINGFAM 1 222354435 601 / / CHICAGO IL 60623 3FAM 3 222099701 738 / / WAYNE IL 60184 SINGFAM 1 222099330 608 / / MIAMI FL 33165 SINGFAM 1 222099334 728 / / WHEATON IL 60187 SINGFAM 1 222353984 582 / / STATEN ISLAND NY 10302 SINGFAM 1 222353986 539 / / WESTERLY RI 2891 2FAM 2 222236396 576 / / LEXINGTON OK 73051 SINGFAM 1 222354446 655 / / AURORA CO 80012 SINGFAM 1 222353579 539 / / VICTORIA TX 77904 SINGFAM 1 222353582 623 / / FONTANA CA 92336 SINGFAM 1 222099339 655 / / CLINTON MD 20735 SINGFAM 1 222353992 599 / / GOSHEN IN 46528 SINGFAM 1 222354000 512 / / PEMBROKE PINES FL 33028 SINGFAM 1 222099348 689 / / NEWBURGH NY 12550 SINGFAM 1 222099560 606 / / HAINES CITY FL 33844 SINGFAM 1 222099565 670 / / SAN BERNARDINO CA 92405 SINGFAM 1 222099568 643 / / KEY LARGO FL 33037 SINGFAM 1 222354273 595 / / BALTIMORE MD 21206 SINGFAM 1 222353586 642 / / SAN JACINTO CA 92583 SINGFAM 1 222235835 609 / / WEST ALLIS WI 53214 2FAM 2 222353601 523 / / BALTIMORE MD 21239 SINGFAM 1 222353611 534 / / ROXBURY MA 2119 2FAM 2 222099350 577 / / MIAMI FL 33183 PUD 1 222354008 564 / / LEOMINSTER MA 1453 SINGFAM 1 222099352 631 / / UMATILLA FL 32784 SINGFAM 1 222354013 655 / / WEST PALM BEACH FL 33407 CONDO 1 222099576 643 / / COOPER CITY FL 33328 SINGFAM 1 222099578 667 / / SAN DIMAS CA 91773 SINGFAM 1 222099579 547 / / WEST HARTFORD CT 6119 SINGFAM 1 222099583 626 / / LOS ANGELES CA 91406 SINGFAM 1 222099354 513 / / JOLIET IL 60431 SINGFAM 1 222099355 662 / / LAS VEGAS NV 89147 SINGFAM 1 222099360 630 / / BEAUMONT CA 92223 PUD 1 222354294 604 / / TEMPLE HILLS MD 20748 SINGFAM 1 222354300 619 / / PISCATAWAY NJ 8854 SINGFAM 1 222099592 657 / / WINTER PARK FL 32792 CONDO 1 222099594 615 / / TOWNSHIP OF WINSLOW NJ 8081 SINGFAM 1 222354027 526 / / MILWAUKEE WI 53210 2FAM 2 222099376 617 / / CHICAGO IL 60618 2FAM 2 222354043 564 / / HIGH POINT NC 27265 SINGFAM 1 222354060 633 / / BROOKLYN NY 11203 SINGFAM 1 222099015 696 / / GRANTS PASS OR 97527 SINGFAM 1 222099016 626 / / WEST PALM BEACH FL 33407 PUD 1 222099028 580 / / PHILADELPHIA PA 19126 SINGFAM 1 222099029 633 / / LOS ANGELES CA 90744 SINGFAM 1 222099395 600 / / COMMERCE GA 30530 SINGFAM 1 222354072 609 / / HIALEAH FL 33010 SINGFAM 1 222099405 613 / / WEST COVINA CA 91790 SINGFAM 1 222099412 690 / / CHICAGO IL 60617 SINGFAM 1 222354306 608 / / BOSTON MA 2122 CONDO 1 222099598 623 / / UNION CITY CA 94587 CONDO 1 222099600 595 / / EL PASO TX 79924 SINGFAM 1 222099602 672 / / PALMDALE CA 93552 SINGFAM 1 222353702 638 / / CHICAGO IL 60618 SINGFAM 1 222238226 635 / / GURNEE IL 60031 PUD 1 222099088 608 / / ATLANTA GA 30331 SINGFAM 1 222099090 585 / / ANCHORAGE AK 99502 SINGFAM 1 222353636 569 / / PHILADELPHIA PA 19154 SINGFAM 1 222353640 551 / / WEST LAFAYETTE IN 47906 SINGFAM 1 222099045 649 / / SAN FRANCISCO CA 94112 SINGFAM 1 222236463 590 / / ONTARIO CA 91764 SINGFAM 1 222353724 602 / / COCOA FL 32927 SINGFAM 1 222099106 504 / / NORTH CHARLESTON SC 29418 SINGFAM 1 222099107 608 / / FORT WAYNE IN 46818 SINGFAM 1 222099115 650 / / CORPUS CHRISTI TX 78414 SINGFAM 1 222099129 649 / / RANCHO CUCAMONGA CA 91730 SINGFAM 1 222099132 689 / / OLD BRIDGE NJ 8857 SINGFAM 1 222353753 655 / / ROGERS AR 72756 SINGFAM 1 222099133 713 / / CALEXICO CA 92231 SINGFAM 1 222353768 639 / / FONTANA CA 92336 SINGFAM 1 222099147 666 / / SOUTHPORT NC 28461 SINGFAM 1 222099150 583 / / YORK PA 17402 CONDO 1 222353779 707 / / LATHROP CA 95330 SINGFAM 1 222099608 622 / / FONTANA CA 92335 SINGFAM 1 222099609 681 / / LOS ANGELES CA 90002 SINGFAM 1 222099613 593 / / MIAMI FL 33142 SINGFAM 1 222099615 638 / / HUNTINGTON BEACH CA 92646 SINGFAM 1 222099154 631 / / MIAMI BEACH FL 33139 CONDO 1 222099159 661 / / SHERWOOD OR 97140 PUD 1 222099166 605 / / PHOENIX AZ 85035 SINGFAM 1 222099552 629 / / GREELEY CO 80631 SINGFAM 1 222354347 616 / / KAPAA HI 96746 SINGFAM 1 222099631 579 / / SIMI VALLEY CA 93065 CONDO 1 222354350 550 / / WOODRIDGE IL 60517 CONDO 1 222099634 535 / / MELROSE FL 32666 SINGFAM 1 222354256 663 / / BALTIMORE MD 21212 SINGFAM 1 222099559 620 / / SAYREVILLE NJ 8872 SINGFAM 1 222354261 598 / / FRISCO TX 75035 PUD 1 222099562 607 / / KINGSTON NY 12401 SINGFAM 1 222099642 603 / / ORLANDO FL 32832 PUD 1 222353635 654 / / HANOVER PARK IL 60133 SINGFAM 1 222099034 641 / / LOS ANGELES CA 90041 SINGFAM 1 222354263 630 / / RIALTO CA 92376 SINGFAM 1 222099567 770 / / VAIL AZ 85641 PUD 1 222354271 715 / / LOS ANGELES CA 90059 SINGFAM 1 222099571 646 / / HUNTINGTON BEACH CA 92648 SINGFAM 1 222099038 602 / / AUBURN WA 98001 SINGFAM 1 222099050 672 / / PALMDALE CA 93552 SINGFAM 1 222353661 532 / / SAINT PETERSBURG FL 33708 SINGFAM 1 222099315 706 / / LATHROP CA 95330 SINGFAM 1 222099047 665 / / JACKSONVILLE FL 32225 SINGFAM 1 222099051 649 / / LA HABRA CA 90631 SINGFAM 1 222099055 643 / / ALBUQUERQUE NM 87120 SINGFAM 1 222238614 560 / / WOODBRIDGE NJ 7095 SINGFAM 1 222099572 645 / / MIDDLEBORO MA 2346 SINGFAM 1 222099573 575 / / HIALEAH FL 33012 SINGFAM 1 222354286 715 / / SKOKIE IL 60077 CONDO 1 222354291 608 / / SAN MATEO CA 94401 SINGFAM 1 222099058 636 / / BAKERSFIELD CA 93306 SINGFAM 1 222353670
