CITIGROUP MORTGAGE LOAN TRUST INC., Depositor CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC, Sponsor LITTON LOAN SERVICING LP, Servicer and Trustee POOLING AND SERVICING AGREEMENT Dated as of March 1, 2007 2007-CB3 Trust C-BASS Mortgage Loan...
CITIGROUP
MORTGAGE LOAN TRUST INC.,
Depositor
CREDIT-BASED
ASSET SERVICING AND SECURITIZATION LLC,
Sponsor
XXXXXX
LOAN SERVICING LP,
Servicer
and
U.S.
BANK
NATIONAL ASSOCIATION
Trustee
Dated
as
of March 1, 2007
2007-CB3
Trust
C-BASS
Mortgage Loan Asset-Backed Certificates, Series 2007-CB3
TABLE
OF
CONTENTS
|
ARTICLE
I
|
|
|
DEFINITIONS
|
|
|
Section
1.01
|
Defined
Terms.
|
|
Section
1.02
|
Accounting.
|
|
Section
1.03
|
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
by the Trustee.
|
|
Section
2.03
|
Repurchase
or Substitution of Mortgage Loans by the Sponsor.
|
|
Section
2.04
|
Representations
and Warranties of the Sponsor with Respect to the Mortgage
Loans.
|
|
Section
2.05
|
Representations,
Warranties and Covenants of the Servicer.
|
|
Section
2.06
|
Representations
and Warranties of the Depositor.
|
|
Section
2.07
|
Representations
and Warranties of the Sponsor.
|
|
Section
2.08
|
Covenants
of the Sponsor.
|
|
Section
2.09
|
Conveyance
of REMIC 1 Regular Interests and REMIC 2 Regular Interests and
Acceptance
of REMIC 1 and REMIC 2 by the Trustee; Issuance of Certificates
and REMIC
3 Regular Interests.
|
|
Section
2.10
|
Conveyance
of Class B-1 Interest and Acceptance of REMIC 4 by the Trustee;
Issuance
of the Class B-1 Certificates.
|
|
Section
2.11
|
Conveyance
of Class B-2 Interest and Acceptance of REMIC 5 by the Trustee;
Issuance
of the Class B-2 Certificates.
|
|
Section
2.12
|
Conveyance
of Class B-3 Interest and Acceptance of REMIC 6 by the Trustee;
Issuance
of the Class B-3 Certificates.
|
|
Section
2.13
|
Conveyance
of Class B-4 Interest and Acceptance of REMIC 7 by the Trustee;
Issuance
of the Class B-4 Certificates.
|
|
Section
2.14
|
Conveyance
of Class CE-1 Interest and Acceptance of REMIC 8 by the Trustee;
Issuance
of the Class CE-1 Certificates.
|
|
Section
2.15
|
Conveyance
of Class CE-2 Interest and Acceptance of REMIC 9 by the Trustee; Issuance
of the Class CE-2 Certificates.
|
|
Section
2.16
|
Conveyance
of Class P Interest and Acceptance of REMIC 10 by the Trustee;
Issuance of
the Class P Certificates.
|
|
Section
2.17
|
Conveyance
of Class IO Interest and Acceptance of REMIC 11 by the Trustee;
Issuance
of REMIC 11 Regular Interest SWAP IO.
|
|
ARTICLE
III
|
|
|
ADMINISTRATION
AND SERVICING OF THE TRUST FUND
|
|
|
Section
3.01
|
Servicer
to Act as Servicer.
|
|
Section
3.02
|
Collection
of Mortgage Loan Payments.
|
|
Section
3.03
|
Realization
Upon Defaulted Mortgage Loans.
|
|
Section
3.04
|
Collection
Account and Distribution Account.
|
|
Section
3.05
|
Permitted
Withdrawals From the Collection Account.
|
|
Section
3.06
|
Establishment
of Escrow Accounts; Deposits in Escrow Accounts.
|
|
Section
3.07
|
Permitted
Withdrawals From Escrow Account.
|
|
Section
3.08
|
Payment
of Taxes, Insurance and Other Charges; Collections Thereunder.
|
|
Section
3.09
|
Transfer
of Accounts.
|
|
Section
3.10
|
Maintenance
of Hazard Insurance.
|
|
Section
3.11
|
Maintenance
of Mortgage Impairment Insurance Policy.
|
|
Section
3.12
|
Fidelity
Bond, Errors and Omissions Insurance.
|
|
Section
3.13
|
Title,
Management and Disposition of REO Property.
|
|
Section
3.14
|
Due-on-Sale
Clauses; Assumption and Substitution Agreements.
|
|
Section
3.15
|
Notification
of Adjustments.
|
|
Section
3.16
|
Optional
Purchases of Mortgage Loans by Servicer.
|
|
Section
3.17
|
Trustee
to Cooperate; Release of Files.
|
|
Section
3.18
|
Servicing
Compensation.
|
|
Section
3.19
|
Annual
Statement as to Compliance.
|
|
Section
3.20
|
Reports
on Assessment of Compliance and Attestation.
|
|
Section
3.21
|
Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
|
|
Section
3.22
|
Periodic
Filings.
|
|
Section
3.23
|
Obligations
of the Servicer in Respect of Compensating Interest.
|
|
Section
3.24
|
Obligations
of the Servicer in Respect of Mortgage Interest Rates and Monthly
Payments.
|
|
Section
3.25
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
|
Section
3.26
|
Liability
of Servicer; Indemnification.
|
|
Section
3.27
|
Reports
of Foreclosure and Abandonment of Mortgaged Properties.
|
|
Section
3.28
|
Protection
of Assets.
|
|
Section
3.29
|
Net
WAC Rate Carryover Reserve Account.
|
|
Section
3.30
|
Advance
Facility.
|
|
ARTICLE
IV
|
|
|
FLOW
OF FUNDS
|
|
|
Section
4.01
|
Interest
Distributions.
|
|
Section
4.02
|
Distributions
of Principal, Monthly Excess Cashflow Amounts, Net WAC Rate Carryover
Amounts and Net Swap Payments.
|
|
Section
4.03
|
Allocation
of Losses.
|
|
Section
4.04
|
Method
of Distribution.
|
|
Section
4.05
|
Distributions
on Book-Entry Certificates.
|
|
Section
4.06
|
Statements.
|
|
Section
4.07
|
Remittance
Reports; Advances.
|
|
Section
4.08
|
REMIC
Distributions.
|
|
Section
4.09
|
Swap
Account.
|
|
Section
4.10
|
Tax
Treatment of Swap Payments and Swap Termination Payments.
|
|
ARTICLE
V
|
|
|
THE
CERTIFICATES
|
|
|
Section
5.01
|
The
Certificates.
|
|
Section
5.02
|
Registration
of Transfer and Exchange of Certificates.
|
|
Section
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
Section
5.04
|
Persons
Deemed Owners.
|
|
Section
5.05
|
Appointment
of Paying Agent.
|
|
ARTICLE
VI
|
|
|
THE
SPONSOR, THE SERVICER AND THE DEPOSITOR
|
|
|
Section
6.01
|
Liability
of the Sponsor, the Servicer and the Depositor.
|
|
Section
6.02
|
Merger
or Consolidation of, or Assumption of the Obligations of, the Sponsor,
the
Servicer or the Depositor.
|
|
Section
6.03
|
Limitation
on Liability of the Servicer and Others.
|
|
Section
6.04
|
Servicer
Not to Resign.
|
|
Section
6.05
|
Delegation
of Duties.
|
|
ARTICLE
VII
|
|
|
DEFAULT
|
|
|
Section
7.01
|
Servicer
Events of Termination.
|
|
Section
7.02
|
Trustee
to Act; Appointment of Successor.
|
|
Section
7.03
|
Waiver
of Defaults.
|
|
Section
7.04
|
Notification
to Certificateholders.
|
|
Section
7.05
|
Survivability
of Servicer Liabilities.
|
|
ARTICLE
VIII
|
|
|
THE
TRUSTEE
|
|
|
Section
8.01
|
Duties
of Trustee.
|
|
Section
8.02
|
Certain
Matters Affecting the Trustee.
|
|
Section
8.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
|
Section
8.04
|
Trustee
May Own Certificates.
|
|
Section
8.05
|
Sponsor
to Pay Trustee Fees and Expenses.
|
|
Section
8.06
|
Eligibility
Requirements for Trustee.
|
|
Section
8.07
|
Resignation
or Removal of Trustee.
|
|
Section
8.08
|
Successor
Trustee.
|
|
Section
8.09
|
Merger
or Consolidation of Trustee.
|
|
Section
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
Section
8.11
|
Limitation
of Liability.
|
|
Section
8.12
|
Trustee
May Enforce Claims Without Possession of Certificates.
|
|
Section
8.13
|
Suits
for Enforcement.
|
|
Section
8.14
|
Waiver
of Bond Requirement.
|
|
Section
8.15
|
Waiver
of Inventory, Accounting and Appraisal Requirement.
|
|
Section
8.16
|
Compliance
with National Housing Act of 1934.
|
|
ARTICLE
IX
|
|
|
REMIC
ADMINISTRATION
|
|
|
Section
9.01
|
REMIC
Administration.
|
|
Section
9.02
|
Prohibited
Transactions and Activities.
|
|
Section
9.03
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
|
ARTICLE
X
|
|
|
TERMINATION
|
|
|
Section
10.01
|
Termination.
|
|
Section
10.02
|
Additional
Termination Requirements.
|
|
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; Jurisdiction.
|
|
Section
11.05
|
Notices.
|
|
Section
11.06
|
Severability
of Provisions.
|
|
Section
11.07
|
Article
and Section References.
|
|
Section
11.08
|
Notice
to the Rating Agencies.
|
|
Section
11.09
|
Further
Assurances.
|
|
Section
11.10
|
Benefits
of Agreement.
|
|
Section
11.11
|
Acts
of Certificateholders.
|
|
Section
11.12
|
Compliance
with Regulation AB.
|
|
EXHIBITS:
|
|
|
Exhibit
A-1
|
Form
of Class A-1 Certificates
|
|
Exhibit
A-2
|
Form
of Class A-2 Certificates
|
|
Exhibit
A-3
|
Form
of Class A-3 Certificates
|
|
Exhibit
A-4
|
Form
of Class A-4 Certificates
|
|
Exhibit
A-5
|
Form
of Class A-5 Certificates
|
|
Exhibit
B-1
|
Form
of Class B-1 Certificates
|
|
Exhibit
B-2
|
Form
of Class B-2 Certificates
|
|
Exhibit
B-3
|
Form
of Class B-3 Certificates
|
|
Exhibit
B-4
|
Form
of Class B-4 Certificates
|
|
Exhibit
C-1-1
|
Form
of Class R Certificates
|
|
Exhibit
C-1-2
|
Form
of Class R-X Certificates
|
|
Exhibit
C-2
|
Form
of Class M-1 Certificates
|
|
Exhibit
C-3
|
Form
of Class M-2 Certificates
|
|
Exhibit
C-4
|
Form
of Class M-3 Certificates
|
|
Exhibit
C-5
|
Form
of Class M-4 Certificates
|
|
Exhibit
C-6
|
Form
of Class M-5 Certificates
|
|
Exhibit
C-7
|
Form
of Class M-6 Certificates
|
|
Exhibit
C-8-1
|
Form
of Class CE-1 Certificates
|
|
Exhibit
C-8-2
|
Form
of Class CE-2 Certificates
|
|
Exhibit
C-9
|
Form
of Class P Certificates
|
|
Exhibit
D
|
Mortgage
Loan Schedule
|
|
Exhibit
E
|
Form
of Request for Release
|
|
Exhibit
F-1
|
Form
of Trustee’s or Custodian’s Initial Certification
|
|
Exhibit
F-2
|
Form
of Trustee’s or Custodian’s Final Certification
|
|
Exhibit
F-3
|
Form
of Receipt of Mortgage Note
|
|
Exhibit
G
|
Mortgage
Loan Purchase Agreement
|
|
Exhibit
H
|
Form
of Lost Note Affidavit
|
|
Exhibit
I
|
Form
of ERISA Representation
|
|
Exhibit
J-1
|
Form
of Investment Letter Non-Rule 144A
|
|
Exhibit
J-2
|
Form
of Investment Letter Rule 144A
|
|
Exhibit
K
|
Form
of Residual Certificate Transfer Affidavit
|
|
Exhibit
L
|
Form
of Transferor Certificate
|
|
Exhibit
M
|
Monthly
Information Provided by Servicer
|
|
Exhibit
N
|
Form
of Officer’s Certificate with Respect to Prepayments
|
|
Exhibit
O-1
|
Form
of Certification to Be Provided by the Servicer with Form
10-K
|
|
Exhibit
O-2
|
Form
of Backup Certification to Be Provided by the Trustee
|
|
Exhibit
P
|
Form
of Power of Attorney
|
|
Exhibit
Q
|
Form
of Swap Agreement
|
|
Exhibit
R-1
|
Form
1122(d) Servicing Criteria Letter
|
|
Exhibit
R-2
|
Form
of Item 1123 Certification (Servicer)
|
|
Exhibit
S
|
Form
8-K Disclosure
|
|
Exhibit
T
|
Form
10-D Disclosure
|
|
Exhibit
U
|
Form
10-K Disclosure
|
This
Pooling and Servicing Agreement is dated as of March 1, 2007 (the “Agreement”),
among CITIGROUP MORTGAGE LOAN TRUST INC., as depositor (the “Depositor”),
CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC, as Sponsor (the “Sponsor”),
XXXXXX LOAN SERVICING LP, as servicer (the “Servicer”) and U.S. BANK NATIONAL
ASSOCIATION, as trustee (the “Trustee”).
PRELIMINARY
STATEMENT
The
Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple Classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of eighteen Classes of
Certificates, designated as (i) the Class A-1 Certificates, the Class A-2
Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class
A-5 Certificates, (ii) the Class M-1 Certificates, 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, (iii) the Class B-1 Certificates, the Class
B-2
Certificates, the Class B-3 Certificates and the Class B-4 Certificates, (iv)
the Class CE-1 Certificates, the Class CE-2 Certificates (v) the Class P
Certificates and (vi) the Class R Certificates and the Class R-X
Certificates.
REMIC
1
As
provided herein, the Trustee will make an election to treat the segregated
pool
of assets consisting of the Mortgage Loans and certain other related assets
subject to this Agreement (exclusive of the Net WAC Rate Carryover Reserve
Account, the Swap Account, the Supplemental Interest Trust and the Interest
Rate
Swap Agreement) as a real estate investment conduit (a “REMIC”) for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC 1.” The Class R-1 Interest will represent the sole class of “residual
interests” in REMIC 1 for purposes of the REMIC Provisions. The following table
irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through
Rate, the initial Uncertificated Principal Balance, and solely for purposes
of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC 1 Regular Interests. None of the REMIC 1
Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC 1 Pass-
Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
|
I
|
Variable(2)
|
$
|
376,834,526.07
|
February
2047
|
|||
|
I-1-A
|
Variable(2)
|
$
|
1,477,752.50
|
February
2047
|
|||
|
I-1-B
|
Variable(2)
|
$
|
1,477,752.50
|
February
2047
|
|||
|
I-2-A
|
Variable(2)
|
$
|
536,172.50
|
February
2047
|
|||
|
I-2-B
|
Variable(2)
|
$
|
536,172.50
|
February
2047
|
|||
|
I-3-A
|
Variable(2)
|
$
|
1,531,540.00
|
February
2047
|
|||
|
I-3-B
|
Variable(2)
|
$
|
1,531,540.00
|
February
2047
|
|||
|
I-4-A
|
Variable(2)
|
$
|
1,458,566.25
|
February
2047
|
|||
|
I-4-B
|
Variable(2)
|
$
|
1,458,566.25
|
February
2047
|
|||
|
I-5-A
|
Variable(2)
|
$
|
1,389,263.75
|
February
2047
|
|||
|
I-5-B
|
Variable(2)
|
$
|
1,389,263.75
|
February
2047
|
|||
|
I-6-A
|
Variable(2)
|
$
|
1,323,528.75
|
February
2047
|
|||
|
I-6-B
|
Variable(2)
|
$
|
1,323,528.75
|
February
2047
|
|||
|
I-7-A
|
Variable(2)
|
$
|
1,261,118.75
|
February
2047
|
|||
|
I-7-B
|
Variable(2)
|
$
|
1,261,118.75
|
February
2047
|
|||
|
I-8-A
|
Variable(2)
|
$
|
1,201,852.50
|
February
2047
|
|||
|
I-8-B
|
Variable(2)
|
$
|
1,201,852.50
|
February
2047
|
|||
|
I-9-A
|
Variable(2)
|
$
|
1,145,565.00
|
February
2047
|
|||
|
I-9-B
|
Variable(2)
|
$
|
1,145,565.00
|
February
2047
|
|||
|
I-10-A
|
Variable(2)
|
$
|
1,092,100.00
|
February
2047
|
|||
|
I-10-B
|
Variable(2)
|
$
|
1,092,100.00
|
February
2047
|
|||
|
I-11-A
|
Variable(2)
|
$
|
1,041,303.75
|
February
2047
|
|||
|
I-11-B
|
Variable(2)
|
$
|
1,041,303.75
|
February
2047
|
|||
|
I-12-A
|
Variable(2)
|
$
|
993,035.00
|
February
2047
|
|||
|
I-12-B
|
Variable(2)
|
$
|
993,035.00
|
February
2047
|
|||
|
I-13-A
|
Variable(2)
|
$
|
947,170.00
|
February
2047
|
|||
|
I-13-B
|
Variable(2)
|
$
|
947,170.00
|
February
2047
|
|||
|
I-14-A
|
Variable(2)
|
$
|
21,025,531.25
|
February
2047
|
|||
|
I-14-B
|
Variable(2)
|
$
|
21,025,531.25
|
February
2047
|
|||
|
P
|
Variable(2)
|
$
|
100.00
|
February
2047
|
|||
|
I-CE-2
|
Variable(2)
|
N/A(3)
|
February
2047
|
||||
________________
| (1) |
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
| (2) |
Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through
Rate” herein.
|
| (3) |
REMIC
1 Regular Interest I-CE-2 will not have an Uncertificated Principal
Balance, but will accrue interest on its Uncertificated Notional
Amount
described in accordance with the definition of “Uncertificated Notional
Amount” herein.
|
REMIC
2
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the REMIC 1 Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC 2.” The Class R-2 Interest represents the sole class of “residual
interests” in REMIC 2 for purposes of the REMIC Provisions. The following table
irrevocably sets forth the designation, the Uncertificated REMIC 2 Pass-Through
Rate, the initial Uncertificated Principal Balance, and solely for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC 2 Regular Interests. None of the REMIC 2
Regular Interests will be certificated.
|
Designation
|
Uncertificated
REMIC 2 Pass-
Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
|
LT2AA
|
Variable(2)
|
$
|
440,689,855.55
|
February
2047
|
|||
|
LT2A1
|
Variable(2)
|
$
|
2,020,830.00
|
February
2047
|
|||
|
LT2A2
|
Variable(2)
|
$
|
259,680.00
|
February
2047
|
|||
|
LT2A3
|
Variable(2)
|
$
|
768,950.00
|
February
2047
|
|||
|
LT2A4
|
Variable(2)
|
$
|
147,780.00
|
February
2047
|
|||
|
LT2A5
|
Variable(2)
|
$
|
355,250.00
|
February
2047
|
|||
|
LT2M1
|
Variable(2)
|
$
|
161,890.00
|
February
2047
|
|||
|
LT2M2
|
Variable(2)
|
$
|
146,150.00
|
February
2047
|
|||
|
LT2M3
|
Variable(2)
|
$
|
87,690.00
|
February
2047
|
|||
|
LT2M4
|
Variable(2)
|
$
|
78,690.00
|
February
2047
|
|||
|
LT2M5
|
Variable(2)
|
$
|
71,950.00
|
February
2047
|
|||
|
LT2M6
|
Variable(2)
|
$
|
53,960.00
|
February
2047
|
|||
|
LT2B1
|
Variable(2)
|
$
|
40,470.00
|
February
2047
|
|||
|
LT2B2
|
Variable(2)
|
$
|
38,230.00
|
February
2047
|
|||
|
LT2B3
|
Variable(2)
|
$
|
49,460.00
|
February
2047
|
|||
|
LT2B4
|
Variable(2)
|
$
|
80,950.00
|
February
2047
|
|||
|
LT2ZZ
|
Variable(2)
|
$
|
4,631,740.52
|
February
2047
|
|||
|
LT2IO
|
Variable(2)
|
(3)
|
February
2047
|
||||
|
LT2P
|
Variable(2)
|
$
|
100.00
|
February
2047
|
|||
|
LT2CE2
|
(4)
|
(5)
|
February
2047
|
||||
________________
| (1) |
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
| (2) |
Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through
Rate” herein.
|
| (3) |
REMIC
2 Regular Interest LT2IO will not have an Uncertificated Principal
Balance, but will accrue interest on its Uncertificated Notional
Amount,
as defined herein.
|
| (4) |
REMIC
2 Regular Interest LT2CE2 will not have an Uncertificated REMIC 2
Remittance Rate, but will be entitled to 100% of the amounts distributed
on REMIC 1 Regular Interest I-CE-2.
|
| (5) |
For
federal income tax purposes, the REMIC 2 Regular Interest LT2CE2
will not
have an Uncertificated Principal Balance, but will have an Uncertificated
Notional Amount equal to the Uncertificated Notional Amount of REMIC
1
Regular Interest I-CE-2.
|
REMIC
3
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC 3.” The Class R-3 Interest represents the sole class of “residual
interests” in REMIC 3 for purposes of the REMIC Provisions. The following table
sets forth the Class designation, Pass-Through Rate and Original Class
Certificate Principal Balance for each Class of Certificates or REMIC 3 Regular
Interests that represents one or more of the “regular interests” in REMIC 3
created hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
||||
|
Class
A-1
|
5.766%
per annum
(2)
|
$
|
202,083,000.00
|
February
2047
|
|||
|
Class
A-2
|
5.588%
per annum
(2)
|
$
|
25,968,000.00
|
February
2047
|
|||
|
Class
A-3
|
5.731%
per annum
(2)
|
$
|
76,895,000.00
|
February
2047
|
|||
|
Class
A-4
|
5.971%
per annum
(2)
|
$
|
14,778,000.00
|
February
2047
|
|||
|
Class
A-5
|
5.817%
per annum
(2)
|
$
|
35,525,000.00
|
February
2047
|
|||
|
Class
M-1
|
Variable(3)
|
$
|
16,189,000.00
|
February
2047
|
|||
|
Class
M-2
|
Variable(3)
|
$
|
14,615,000.00
|
February
2047
|
|||
|
Class
M-3
|
Variable(3)
|
$
|
8,769,000.00
|
February
2047
|
|||
|
Class
M-4
|
Variable(3)
|
$
|
7,869,000.00
|
February
2047
|
|||
|
Class
M-5
|
Variable(3)
|
$
|
7,195,000.00
|
February
2047
|
|||
|
Class
M-6
|
Variable(3)
|
$
|
5,396,000.00
|
February
2047
|
|||
|
Class
B-1 Interest
|
Variable(3)
|
$
|
4,047,000.00
|
February
2047
|
|||
|
Class
B-2 Interest
|
Variable(3)
|
$
|
3,823,000.00
|
February
2047
|
|||
|
Class
B-3 Interest
|
Variable(3)
|
$
|
4,946,000.00
|
February
2047
|
|||
|
Class
B-4 Interest
|
7.000%
per annum(2)
|
$
|
8,095,000.00
|
February
2047
|
|||
|
Class
CE-1 Interest
|
Variable(4)
|
$
|
13,490,526.07
|
February
2047
|
|||
|
Class
CE-2 Interest
|
N/A(5)
|
N/A(6)
|
February
2047
|
||||
|
Class
P Interest
|
N/A(7)
|
$
|
100.00
|
February
2047
|
|||
|
Class
IO Interest
|
(8)
|
(9)
|
February
2047
|
||||
| (1) |
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
| (2) |
Subject
to increase and subject to a cap in accordance with the definition
of
“Pass-Through Rate” herein.
|
| (3) |
Calculated
in accordance with the definition of “Pass-Through Rate”
herein.
|
| (4) |
The
Class CE-1 Interest will accrue interest at its variable Pass-Through
Rate
on the Notional Amount of the Class CE-1 Interest outstanding
from time to
time which shall equal the aggregate of the Uncertificated
Principal
Balances of the REMIC 2 Regular Interests (other than the REMIC
II Regular
Interest LT2P and LT2IO. The Class CE-1 Interest will not accrue
interest
on its Certificate Principal Balance.
|
| (5) |
The
Class CE-2 Interest is an interest only class and for each
Distribution
Date the Class CE-2 Interest will be entitled to receive 100%
of the
amounts distributed on REMIC 2 Regular Interest
LT2CE2.
|
| (6) |
For
federal income tax purposes, the Class CE-2 Interest will not
have a
Certificate Principal Balance, but will have an Uncertificated
Notional
Amount equal to the Uncertificated Notional Amount of REMIC
2 Regular
Interest LT2CE2.
|
| (7) |
The
Class P Interest will not accrue
interest.
|
| (8) |
For
federal income tax purposes, the Class IO Interest will not
have a
Pass-Through Rate, but will be entitled to 100% of the amounts
distributed
on REMIC 2 Regular Interest LTIO.
|
| (9) |
For
federal income tax purposes, the Class IO Interest will not
have a
Certificate Principal Balance, but will have a notional amount
equal to
the Uncertificated Notional Amount of REMIC 2 Regular Interest
LTIO.
|
REMIC
4
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class B-1 Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 4.”
The Class R-4 Interest represents the sole class of “residual interests” in
REMIC 4 for purposes of the REMIC Provisions. The following table sets forth
the
Class designation, Pass-Through Rate and Original Class Certificate Principal
Balance for the Class of Certificates that represent the “regular interest” in
REMIC 4 created hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|||
|
Class
B-1
|
Variable
(2)
|
$4,047,000.00
|
February
2047
|
__________________
| (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.
|
REMIC
5
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class B-2 Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 5.”
The Class R-5 Interest represents the sole class of “residual interests” in
REMIC 5 for purposes of the REMIC Provisions. The following table sets forth
the
Class designation, Pass-Through Rate and Original Class Certificate Principal
Balance for the Class of Certificates that represent the “regular interest” in
REMIC 5 created hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|||
|
Class
B-2
|
Variable
(2)
|
$3,823,000.00
|
February
2047
|
__________________
| (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.
|
REMIC
6
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class B-3 Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 6.”
The Class R-6 Interest represents the sole class of “residual interests” in
REMIC 6 for purposes of the REMIC Provisions. The following table sets forth
the
Class designation, Pass-Through Rate and Original Class Certificate Principal
Balance for the Class of Certificates that represent the “regular interest” in
REMIC 6 created hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|||
|
Class
B-3
|
Variable
(2)
|
$4,946,000.00
|
February
2047
|
__________________
| (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.
|
REMIC
7
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class B-4 Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 7.”
The Class R-7 Interest represents the sole class of “residual interests” in
REMIC 7 for purposes of the REMIC Provisions. The following table sets forth
the
Class designation, Pass-Through Rate and Original Class Certificate Principal
Balance for the Class of Certificates that represent the “regular interest” in
REMIC 7 created hereunder:
|
Class
Designation
|
Pass-Through
Rate
|
Original
Class Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|||
|
Class
B-4
|
7.000%
per annum(2)
|
$8,095,000.00
|
February
2047
|
__________________
| (1) |
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
| (2) |
Subject
to increase and subject to a cap in accordance with the definition
of
“Pass-Through Rate” herein.
|
REMIC
8
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class CE-1 Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as “REMIC
8.” The Class R-8 Interest represents the sole class of “residual interests” in
REMIC 8 for purposes of the REMIC Provisions. The following table sets forth
(or
describes) the Class designation, Pass-Through Rate and Original Class
Certificate Principal Balance for the Class of Certificates that represent
the
“regular interest” in REMIC 8 created hereunder.
|
Class
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|||
|
Class
CE-1
|
Variable(2)
|
$13,490,526.07
|
February
2047
|
__________________
| (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
9
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class CE-2 Interest as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as “REMIC
9.” The Class R-9 Interest represents the sole class of “residual interests” in
REMIC 9 for purposes of the REMIC Provisions. The following table sets forth
(or
describes) the Class designation, Pass-Through Rate and Original Class
Certificate Principal Balance for the Class of Certificates that represent
the
“regular interest” in REMIC 9 created hereunder.
|
Class
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|||
|
Class
CE-2
|
Variable(2)
|
N/A
|
February
2047
|
__________________
| (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.
|
REMIC
10
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class P Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 10.”
The Class R-10 Interest represents the sole class of “residual interests” in
REMIC 10 for purposes of the REMIC Provisions. The following table sets forth
(or describes) the Class designation, Pass-Through Rate and Original Class
Certificate Principal Balance for the Class of Certificates that represent
the
“regular interest” in REMIC 10 created hereunder.
|
Class
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|||
|
Class
P
|
N/A(2)
|
$100.00
|
February
2047
|
__________________
| (1) |
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
| (2) |
The
Class P Certificates will receive 100% of amounts received in respect
of
the Class P Interest.
|
REMIC
11
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class IO Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC 11.”
The Class R-11 Interest represents the sole class of “residual interests” in
REMIC 11 for purposes of the REMIC Provisions. The following table sets forth
(or describes) the Class designation, Pass-Through Rate and Original Class
Certificate Principal Balance for the Class of Certificates that represent
the
“regular interest” in REMIC 11 created hereunder which will not be
certificated.
|
Class
Designation
|
Pass-Through
Rate
|
Original
Class
Certificate
Principal
Balance
|
Assumed
Final
Maturity
Date(1)
|
|||
|
SWAP
IO
|
Variable(2)
|
N/A
|
February
2047
|
__________________
| (1) |
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
| (2) |
REMIC
11 Regular Interest SWAP IO will receive 100% of amounts received
in
respect of the Class IO Interest.
|
ARTICLE
I
DEFINITIONS
| Section 1.01 |
Defined
Terms.
|
Whenever
used in this Agreement or in the Preliminary Statement, the following words
and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, interest on the Floating
Rate Certificates will be calculated on the basis of the actual number of days
in the related Interest Accrual Period and a 360-day year. Interest on the
Fixed
Rate Certificates, the Class CE-1 Certificates and the Class CE-2 Certificates
will be calculated on the basis of a 360-day year consisting of twelve 30-day
months. The Class P Certificates will not accrue interest.
“1933
Act”: The Securities Act of 1933, as amended.
“60+
Day
Delinquent Loan”: Each Mortgage Loan with respect to which any portion of a
Monthly Payment is, as of the last day of the prior Collection Period, two
months or more past due, each Mortgage Loan in foreclosure, all REO Property
and
each Mortgage Loan for which the Mortgagor has filed for bankruptcy after the
Closing Date.
“Account”:
Either the Collection Account or the Distribution Account.
“Accountants
Attestation”: As defined in Section 3.22(b) hereof.
“Accrued
Certificate Interest”: With respect to each Distribution Date and each Class of
Certificates, the Class B Interests, the Class CE-1 Interest and the Class
CE-2
Interest, an amount equal to the interest accrued at the applicable Pass-Through
Rate during the related Interest Accrual Period on the Certificate Principal
Balance or Uncertificated Principal Balance (or Notional Amount) of such Class
immediately prior to such Distribution Date, reduced by such Class’s Interest
Percentage of Prepayment Interest Shortfalls and Relief Act Interest Shortfalls
for such Distribution Date allocated to such Certificates as provided in Section
1.03 hereof.
“Adjustable-Rate
Mortgage Loan”: A Mortgage Loan which has a rate at which interest accrues that
adjusts based on an Index plus a related Gross Margin, as set forth and subject
to the limitations in the related Mortgage Note.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, each adjustment date
on which the Mortgage Interest Rate of an Adjustable-Rate Mortgage Loan may
change 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.
“Advance”:
Any advance made by the Servicer in respect of any Distribution Date pursuant
to
Section 4.07.
“Advance
Facility”: As defined in Section 3.30 hereof.
“Advance
Facility Notice”: As defined in Section 3.30 hereof.
“Advance
Financing Person”: As defined in Section 3.30 hereof.
“Advance
Reimbursement Amounts”: As defined in Section 3.30 hereof.
“Adverse
REMIC Event”: As defined in Section 9.01(f) hereof.
“Affiliate”:
With respect to any Person, any other Person controlling, controlled by or
under
common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
or
indirectly, whether through ownership of voting securities, by contract or
otherwise and “controlling” and “controlled” shall have meanings correlative to
the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments and supplements
hereto.
“Applicable
Regulations”: As to any Mortgage Loan, all federal, state and local laws,
statutes, rules and regulations applicable thereto.
“Applied
Realized Loss Amount”: With respect to each Distribution Date, the excess, if
any, of (a) the aggregate Certificate Principal Balance of the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates (after
giving effect to all distributions on such Distribution Date) over (b) the
Pool
Balance as of the end of the related Collection Period.
“Assessment
of Compliance”: As defined in Section 3.20(a) hereof.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect or record the sale of
the
Mortgage.
“Assumed
Final Maturity Date”: As to each Class of Certificates, the date set forth as
such in the Preliminary Statement.
“Available
Funds”: As 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 related
Collection Period and received by the Trustee one Business Day prior to the
related Distribution Date, (b) Liquidation Proceeds, Insurance Proceeds,
Principal Prepayments, Subsequent Recoveries, Substitution Adjustment Amounts,
the Purchase Price for any repurchased Mortgage Loan, the Termination Price
with
respect to the termination of the Trust pursuant to Section 10.01 hereof and
other unscheduled recoveries of principal and interest (excluding Prepayment
Charges) in respect of the Mortgage Loans during the related Prepayment Period,
(c) the aggregate of any amounts received in respect of an REO Property
withdrawn from any REO Account and deposited in the Collection Account for
such
Distribution Date, (d) any Compensating Interest for such Distribution Date
and
(e) the aggregate of any Advances made by the Servicer for such Distribution
Date over (ii) the sum of (a) amounts reimbursable or payable to the Servicer
pursuant to Section 3.05 or to the Trustee pursuant to this Agreement (other
than for Trustee Fees), including without limitation Sections 7.01, 7.02 and
8.05, (b) Stayed Funds, (c) the Servicing Fee, (d) the Excess Servicing Fee
(e)
the Trustee Fee, (f) amounts payable to the Swap Provider (other than any Swap
Termination Payment owed to the Swap Provider resulting from a Swap Provider
Trigger Event) and (g) amounts deposited in the Collection Account or the
Distribution Account, as the case may be, in error.
“Balloon
Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
principal balance of such Mortgage Loan in a single payment at the maturity
of
such Mortgage Loan that is substantially greater than the preceding monthly
payment.
“Balloon
Payment”: A payment of the unamortized principal balance of a Mortgage Loan in a
single payment at the maturity of such Mortgage Loan that is substantially
greater than the preceding Monthly Payment.
“Bankruptcy
Code”: Title 11 of the United States Code, as amended.
“Book-Entry
Certificates”: Any of the Certificates that shall be registered in the name of
the Depository or its nominee, the ownership of which is reflected on the books
of the Depository or on the books of a Person maintaining an account with the
Depository (directly, as a “Depository Participant,” or indirectly, as an
indirect participant in accordance with the rules of the Depository and as
described in Section 5.02 hereof). On the Closing Date, the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates shall
be
Book-Entry Certificates.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking
institutions in the State of Delaware, the State of New York, the State of
Texas
or in the city in which the Corporate Trust Office of the Trustee is located
are
authorized or obligated by law or executive order to be closed.
“Certificate”:
Any Regular Certificate or Residual Certificate.
“Certificate
Custodian”: Initially, U.S. Bank National Association; thereafter any other
Certificate Custodian acceptable to the Depository and selected by the
Trustee.
“Certificate
Margin”: With respect to the Floating Rate Certificates and for purposes of the
Marker Rate and the Maximum LTZZ Uncertificated Interest Deferral Amount, the
specified REMIC I Regular Interest as follows:
|
Class
|
REMIC
I Regular Interest
|
Certificate
Margin
|
||||
|
(1)
|
(2)
|
|||||
|
M-1
|
LTM1
|
0.380%
|
0.570%
|
|||
|
M-2
|
LTM1
|
0.450%
|
0.675%
|
|||
|
M-3
|
LTM3
|
0.500%
|
0.750%
|
|||
|
M-4
|
LTM4
|
0.900%
|
1.350%
|
|||
|
M-5
|
LTM5
|
0.950%
|
1.425%
|
|||
|
M-6
|
LTM6
|
1.100%
|
1.650%
|
|||
|
B-1
|
LTB1
|
1.850%
|
2.775%
|
|||
|
B-2
|
LTB2
|
2.500%
|
3.750%
|
|||
|
B-3
|
LTB3
|
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 each Book-Entry Certificate, any beneficial owner
thereof.
“Certificate
Principal Balance”: With respect to any Class of Certificates (other than the
Class CE-1 Certificates, the Class CE-2 Certificates and the Residual
Certificates) and any Distribution Date, the Original Class Certificate
Principal Balance, reduced, but not below zero, by the sum of (i) all amounts
actually distributed in respect of principal of such Class on all prior
Distribution Dates (taking into account any increases in the Certificate
Principal Balance thereof due to the receipt of any Subsequent Recoveries as
provided in Section 4.02) and (ii) in the case of the Mezzanine and Class B
Certificates, Applied Realized Loss Amounts for previous Distribution Dates
allocated thereto. The Residual Certificates do not have a Certificate Principal
Balance. With respect to the Class CE-1 Certificates 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 2 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates and the Class P Certificates
then outstanding. The Class CE-2 Certificates will not have a Certificate
Principal Balance. With respect to any Certificate (other than a Residual
Certificate) of a Class and any Distribution Date, the portion of the
Certificate Principal Balance of such Class represented by such Certificate
equal to the product of the Percentage Interest evidenced by such Certificate
and the Certificate Principal Balance of such Class.
“Certificate
Register” and “Certificate Registrar”: The register maintained and registrar
appointed pursuant to Section 5.02 hereof.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or non-U.S. Person
shall not be a Holder of a Residual Certificate for any purpose
hereof.
“Class”:
Collectively, Certificates or REMIC Regular Interests which have the same
priority of payment and bear the same class designation and the form of which
is
identical except for variation in the Percentage Interest evidenced
thereby.
“Class
A
Certificate”: Any one of the Class A-1 Certificates, the Class A-2 Certificates,
the Class A-3 Certificates, the Class A-4 Certificates or the Class A-5
Certificates.
“Class
A-1 Certificate”: Any one of the Certificates with an “A-1” designated on the
face thereof substantially in the form annexed hereto as Exhibit A-1, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 3, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
A-2 Certificate”: Any one of the Certificates with an “A-2” designated on the
face thereof substantially in the form annexed hereto as Exhibit A-2, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 3, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
A-3 Certificate”: Any one of the Certificates with an “A-3” designated on the
face thereof substantially in the form annexed hereto as Exhibit A-3, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 3, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
A-4 Certificate”: Any one of the Certificates with an “A-4” designated on the
face thereof substantially in the form annexed hereto as Exhibit A-4, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 3, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
A-5 Certificate”: Any one of the Certificates with an “A-5” designated on the
face thereof substantially in the form annexed hereto as Exhibit A-5, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 3, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
A-5 Lockout Distribution Amount”: For each Distribution Date, an amount equal to
the product of (x) the Class A-5 Pro-Rata Distribution Amount and (y) the Class
A-5 Lockout Distribution Percentage.
“Class
A-5 Lockout Distribution Percentage”: For each Distribution Date, the indicated
percentage for the applicable period listed below:
|
Period
|
Class
A-5 Lockout Distribution
Percentage
|
|
|
April
2007 through and including March 2010
|
0%
|
|
|
April
2010 through and including March 2012
|
45%
|
|
|
April
2012 through and including March 2013
|
80%
|
|
|
April
2013 through and including March 2014
|
100%
|
|
|
April
2014 and thereafter
|
300%
|
“Class
A-5 Pro-Rata Distribution Amount”: For each Distribution Date, an amount equal
to the product of (i) the percentage equal to the aggregate Certificate
Principal Balance of the Class A-5 Certificates immediately prior to such
Distribution Date divided by the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date and (ii) the
aggregate amount of principal to be distributed to the Class A Certificates
for
such Distribution Date.
“Class
B
Certificate”: Any one of the Class B-1 Certificates, the Class B-2 Certificates,
the Class B-3 Certificates or the Class B-4 Certificates.
“Class
B
Interest”: Any one of the Class B-1 Interest,
the
Class B-2 Interest, the Class B-3 Interest and the Class B-4
Interest.
“Class
B-1 Applied Realized Loss Amount”: As to the Class B-1 Certificates and as of
any Distribution Date, the lesser of (x) the Certificate Principal Balance
thereof (after taking into account the distribution of the Principal Remittance
Amount and the Extra Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class B-1 Applied Realized Loss Amount,
if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the Class B-2
Applied Realized Loss Amount, the Class B-3 Applied Realized Loss Amount and
the
Class B-4 Applied Realized Loss Amount, in each case as of such Distribution
Date.
“Class
B-1 Certificate”: Any one of the Certificates with a “B-1” designated on the
face thereof substantially in the form annexed hereto as Exhibit B-1, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 4, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
B-1 Interest”: An uncertificated interest in REMIC 3 held by the Trustee on
behalf of the holders of the Class B-1 Certificates and representing a regular
interest in REMIC 3.
“Class
B-1 Principal Distribution Amount”: As of any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event is not in effect, the excess of
(x)
the sum of (i) the sum of the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account distributions of principal
on
the Class A Certificates on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
distributions of principal on the Class M-1 Certificates on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account distributions of principal on the Class M-2
Certificates on such Distribution Date), (iv) the Certificate Principal Balance
of the Class M-3 Certificates (after taking into account distributions of
principal on the Class M-3 Certificates on such Distribution Date), (v) the
Certificate Principal Balance of the Class M-4 Certificates (after taking into
account distributions of principal on the Class M-4 Certificates on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates (after taking into account distributions of principal on the Class
M-5 Certificates on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account distributions
of principal on the Class M-6 Certificates on such Distribution Date) and (viii)
the Certificate Principal Balance of the Class B-1 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
86.50% and (ii) the Pool Balance as of the last day of the related Collection
Period (after
giving effect to scheduled payments of principal due during the related
Collection Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment
Period)
and (B)
the Pool Balance as of the last day of the related Collection Period (after
giving effect to scheduled payments of principal due during the related
Collection Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor, but in no event less than zero.
“Class
B-1 Realized Loss Amortization Amount”: As to the Class B-1 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount
for
the Class B-1 Certificates as of such Distribution Date and (y) the Monthly
Excess Cashflow Amount remaining after distribution of (i) any
Overcollateralization Deficiency for such Distribution Date and any Interest
Carry Forward Amount to the Class B-1 Certificates and any Classes of
Certificates with a higher distribution priority and (ii) Realized Loss
Amortization Amounts to Classes of Certificates with a higher distribution
priority.
“Class
B-2 Applied Realized Loss Amount”: As to the Class B-2 Certificates and as of
any Distribution Date, the lesser of (x) the Certificate Principal Balance
thereof (after taking into account the distribution of the Principal Remittance
Amount and the Extra Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class B-2 Applied Realized Loss Amount,
if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the Class B-3
Applied Realized Loss Amount and the Class B-4 Applied Realized Loss Amount,
in
each case as of such Distribution Date.
“Class
B-2 Certificate”: Any one of the Certificates with a “B-2” designated on the
face thereof substantially in the form annexed hereto as Exhibit B-2, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 5, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
B-2 Interest”: An uncertificated interest in REMIC 3 held by the Trustee on
behalf of the holders of the Class B-2 Certificates and representing a regular
interest in REMIC 3.
“Class
B-2 Principal Distribution Amount”: As of any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event is not in effect, the excess of
(x)
the sum of (i) the sum of the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account distributions of principal
on
the Class A Certificates on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
distributions of principal on the Class M-1 Certificates on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account distributions of principal on the Class M-2
Certificates on such Distribution Date), (iv) the Certificate Principal Balance
of the Class M-3 Certificates (after taking into account distributions of
principal on the Class M-3 Certificates on such Distribution Date), (v) the
Certificate Principal Balance of the Class M-4 Certificates (after taking into
account distributions of principal on the Class M-4 Certificates on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates (after taking into account distributions of principal on the Class
M-5 Certificates on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account distributions
of principal on the Class M-6 Certificates on such Distribution Date), (viii)
the Certificate Principal Balance of the Class B-1 Certificates (after taking
into account distributions of principal on the Class B-1 Certificates on such
Distribution Date) and (ix) the Certificate Principal Balance of the Class
B-2
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 88.20% and (ii) the Pool Balance as of the last day
of
the related Collection Period (after giving effect to scheduled payments of
principal due during the related Collection Period, to the extent received
or
advanced, and unscheduled collections of principal received during the related
Prepayment Period) and (B) the Pool Balance as of the last day of the related
Collection Period (after giving effect to scheduled payments of principal due
during the related Collection Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) minus the Overcollateralization Floor, but in no event less than
zero.
“Class
B-2 Realized Loss Amortization Amount”: As to the Class B-2 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount
for
the Class B-2 Certificates as of such Distribution Date and (y) the Monthly
Excess Cashflow Amount remaining after distribution of (i) any
Overcollateralization Deficiency for such Distribution Date and any Interest
Carry Forward Amount to the Class B-2 Certificates and any Classes of
Certificates with a higher distribution priority and (ii) Realized Loss
Amortization Amounts to Classes of Certificates with a higher distribution
priority.
“Class
B-3 Applied Realized Loss Amount”: As to the Class B-3 Certificates and as of
any Distribution Date, the lesser of (x) the Certificate Principal Balance
thereof (after taking into account the distribution of the Principal Remittance
Amount and the Extra Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class B-3 Applied Realized Loss Amount,
if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the Class B-4 Applied
Realized Loss Amount, in each case as of such Distribution Date.
“Class
B-3 Certificate”: Any one of the Certificates with a “B-3” designated on the
face thereof substantially in the form annexed hereto as Exhibit B-3, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 6, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
B-3 Interest”: An uncertificated interest in REMIC 3 held by the Trustee on
behalf of the holders of the Class B-3 Certificates and representing a regular
interest in REMIC 3.
“Class
B-3 Principal Distribution Amount”: As of any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event is not in effect, the excess of
(x)
the sum of (i) the sum of the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account distributions of principal
on
the Class A Certificates on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
distributions of principal on the Class M-1 Certificates on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account distributions of principal on the Class M-2
Certificates on such Distribution Date), (iv) the Certificate Principal Balance
of the Class M-3 Certificates (after taking into account distributions of
principal on the Class M-3 Certificates on such Distribution Date), (v) the
Certificate Principal Balance of the Class M-4 Certificates (after taking into
account distributions of principal on the Class M-4 Certificates on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates (after taking into account distributions of principal on the Class
M-5 Certificates on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account distributions
of principal on the Class M-6 Certificates on such Distribution Date), (viii)
the Certificate Principal Balance of the Class B-1 Certificates (after taking
into account distributions of principal on the Class B-1 Certificates on such
Distribution Date), (ix) the Certificate Principal Balance of the Class B-2
Certificates (after taking into account distributions of principal on the Class
B-2 Certificates on such Distribution Date) and (x) the Certificate Principal
Balance of the Class B-3 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 90.40% and (ii) the Pool
Balance as of the last day of the related Collection Period (after giving effect
to scheduled payments of principal due during the related Collection Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the Pool Balance as
of
the last day of the related Collection Period (after giving effect to scheduled
payments of principal due during the related Collection Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus Overcollateralization Floor, but in no
event less than zero.
“Class
B-3 Realized Loss Amortization Amount”: As to the Class B-3 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount
for
the Class B-3 Certificates as of such Distribution Date and (y) the Monthly
Excess Cashflow Amount remaining after distribution of (i) any
Overcollateralization Deficiency for such Distribution Date and any Interest
Carry Forward Amount to the Class B-3 Certificates and any Classes of
Certificates with a higher distribution priority and (ii) Realized Loss
Amortization Amounts to Classes of Certificates with a higher distribution
priority.
“Class
B-4 Applied Realized Loss Amount”: As to the Class B-4 Certificates and as of
any Distribution Date, the lesser of (x) the Certificate Principal Balance
thereof (after taking into account the distribution of the Principal Remittance
Amount and the Extra Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class B-4 Applied Realized Loss Amount,
if
any, on such Distribution Date) and (y) the Applied Realized Loss Amount as
of
such Distribution Date.
“Class
B-4 Certificate”: Any one of the Certificates with a “B-4” designated on the
face thereof substantially in the form annexed hereto as Exhibit B-4, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 7, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
B-4 Interest”: An uncertificated interest in REMIC 3 held by the Trustee on
behalf of the holders of the Class B-4 Certificates and representing a regular
interest in REMIC 3.
“Class
B-4 Principal Distribution Amount”: As of any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event is not in effect, the excess of
(x)
the sum of (i) the sum of the aggregate Certificate Principal Balance of the
Class A Certificates (after taking into account distributions of principal
on
the Class A Certificates on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account
distributions of principal on the Class M-1 Certificates on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account distributions of principal on the Class M-2
Certificates on such Distribution Date), (iv) the Certificate Principal Balance
of the Class M-3 Certificates (after taking into account distributions of
principal on the Class M-3 Certificates on such Distribution Date), (v) the
Certificate Principal Balance of the Class M-4 Certificates (after taking into
account distributions of principal on the Class M-4 Certificates on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates (after taking into account distributions of principal on the Class
M-5 Certificates on such Distribution Date), (vii) the Certificate Principal
Balance of the Class M-6 Certificates (after taking into account distributions
of principal on the Class M-6 Certificates on such Distribution Date), (viii)
the Certificate Principal Balance of the Class B-1 Certificates (after taking
into account distributions of principal on the Class B-1 Certificates on such
Distribution Date), (ix) the Certificate Principal Balance of the Class B-2
Certificates (after taking into account distributions of principal on the Class
B-2 Certificates on such Distribution Date), (x) the Certificate Principal
Balance of the Class B-3 Certificates (after taking into account distributions
of principal on the Class B-3 Certificates on such Distribution Date) and (xi)
the Certificate Principal Balance of the Class B-4 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
94.00% and (ii) the Pool Balance as of the last day of the related Collection
Period (after giving effect to scheduled payments of principal due during the
related Collection Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the Pool Balance as of the last day of the related Collection Period (after
giving effect to scheduled payments of principal due during the related
Collection Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor, but in no event less than zero.
“Class
B-4 Realized Loss Amortization Amount”: As to the Class B-4 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount
for
the Class B-4 Certificates as of such Distribution Date and (y) the Monthly
Excess Cashflow Amount remaining after distribution of (i) any
Overcollateralization Deficiency for such Distribution Date and any Interest
Carry Forward Amount to the Class B-4 Certificates and any Classes of
Certificates with a higher distribution priority and (ii) Realized Loss
Amortization Amounts to Classes of Certificates with a higher distribution
priority.
“Class
CE-1 Certificate”: Any one of the Certificates with a “CE-1” designated on the
face thereof substantially in the form annexed hereto as Exhibit C-8-1, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 8, (ii)
beneficial ownership of the Net WAC Rate Carryover Reserve Account and (iii)
beneficial ownership of the Supplemental Interest Trust.
“Class
CE-1 Interest”: An uncertificated interest in the Trust Fund evidencing a
Regular Interest in REMIC 3.
“Class
CE-2 Certificate”: Any one of the Certificates with a “CE-2” designated on the
face thereof substantially in the form annexed hereto as Exhibit C-8-2, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing a Regular Interest in REMIC 9.
“Class
CE-2 Interest”: An uncertificated interest in the Trust Fund evidencing a
Regular Interest in REMIC 3.
“Class
IO
Distribution Amount”: As defined in Section 4.09 hereof. For purposes of
clarity, the Class IO Distribution Amount for any Distribution Date shall equal
the amount payable to the Supplemental Interest Trust Trustee on such
Distribution Date in excess of the amount payable on the Class IO Interest
on
such Distribution Date, all as further provided in Section 4.10
hereof.
“Class
IO
Interest”: An uncertificated interest in the Trust Fund evidencing a Regular
Interest in REMIC 3.
“Class
M-1 Applied Realized Loss Amount”: As to the Class M-1 Certificates and as of
any Distribution Date, the lesser of (x) the Certificate Principal Balance
thereof (after taking into account the distribution of the Principal Remittance
Amount and the Extra Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class M-1 Applied Realized Loss Amount,
if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum
of
the Class M-2 Applied Realized Loss Amount, the Class M-3 Applied Realized
Loss
Amount, the Class M-4 Applied Realized Loss Amount, the Class M-5 Applied
Realized Loss Amount, the Class M-6 Applied Realized Loss Amount, the Class
B-1
Applied Realized Loss Amount, the Class B-2 Applied Realized Loss Amount, the
Class B-3 Applied Realized Loss Amount and the Class B-4 Applied Realized Loss
Amount, in
each
case as of such Distribution Date.
“Class
M-1 Certificate”: Any one of the Certificates with an “M-1” designated on the
face thereof substantially in the form annexed hereto as Exhibit C-2, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 3, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
M-1 Principal Distribution Amount”: As of any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event is not in effect, the excess of
(x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account distributions of principal on the Class
A Certificates 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) 65.20% and (ii) the Pool
Balance as of the last day of the related Collection Period (after giving effect
to scheduled payments of principal due during the related Collection Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the Pool Balance as
of
the last day of the related Collection Period (after giving effect to scheduled
payments of principal due during the related Collection Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the Overcollateralization Floor, but in
no
event less than zero.
“Class
M-1 Realized Loss Amortization Amount”: As to the Class M-1 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount
for
the Class M-1 Certificates as of such Distribution Date and (y) the Monthly
Excess Cashflow Amount remaining after distribution of any Overcollateralization
Deficiency for such Distribution Date and any Interest Carry Forward Amount
to
the Class M-1 Certificates and any Classes of Certificates with a higher
distribution priority.
“Class
M-2 Applied Realized Loss Amount”: As to the Class M-2 Certificates and as of
any Distribution Date, the lesser of (x) the Certificate Principal Balance
thereof (after taking into account the distribution of the Principal Remittance
Amount and the Extra Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class M-2 Applied Realized Loss Amount,
if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the Class M-3
Applied Realized Loss Amount, the Class M-4 Applied Realized Loss Amount, the
Class M-5 Applied Realized Loss Amount, the Class M-6 Applied Realized Loss
Amount, the Class B-1 Applied Realized Loss Amount, the Class B-2 Applied
Realized Loss Amount, the Class B-3 Applied Realized Loss Amount, the Class
B-4
Applied Realized Loss Amount, in each case as of such Distribution
Date.
“Class
M-2 Certificate”: Any one of the Certificates with an “M-2” designated on the
face thereof substantially in the form annexed hereto as Exhibit C-3, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 3, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
M-2 Principal Distribution Amount”: As of any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event is not in effect, the excess of
(x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account distributions of principal on the Class
A Certificates on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account distributions
of principal on the Class M-1 Certificates 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)
71.70% and (ii) the Pool Balance as of the last day of the related Collection
Period (after giving effect to scheduled payments of principal due during the
related Collection Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the Pool Balance as of the last day of the related Collection Period (after
giving effect to scheduled payments of principal due during the related
Collection Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor, but in no event less than zero.
“Class
M-2 Realized Loss Amortization Amount”: As to the Class M-2 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount
for
the Class M-2 Certificates as of such Distribution Date and (y) the Monthly
Excess Cashflow Amount remaining after distribution of (i) any
Overcollateralization Deficiency for such Distribution Date and any Interest
Carry Forward Amount to the Class M-2 Certificates and any Classes of
Certificates with a higher distribution priority and (ii) Realized Loss
Amortization Amounts to Classes of Certificates with a higher distribution
priority.
“Class
M-3 Applied Realized Loss Amount”: As to the Class M-3 Certificates and as of
any Distribution Date, the lesser of (x) the Certificate Principal Balance
thereof (after taking into account the distribution of the Principal Remittance
Amount and the Extra Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class M-3 Applied Realized Loss Amount,
if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the Class M-4
Applied Realized Loss Amount, the Class M-5 Applied Realized Loss Amount, the
Class M-6 Applied Realized Loss Amount, the Class B-1 Applied Realized Loss
Amount, the Class B-2 Applied Realized Loss Amount, the Class B-3 Applied
Realized Loss Amount and the Class B-4 Applied Realized Loss Amount, in each
case as of such Distribution Date.
“Class
M-3 Certificate”: Any one of the Certificates with an “M-3” designated on the
face thereof substantially in the form annexed hereto as Exhibit C-4, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 3, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
M-3 Principal Distribution Amount”: As of any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event is not in effect, the excess of
(x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account distributions of principal on the Class
A Certificates on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account distributions
of principal on the Class M-1 Certificates on such Distribution Date), (iii)
the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account distributions of principal on the Class M-2 Certificates 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) 75.60% and (ii) the Pool Balance as of the last day
of
the related Collection Period (after giving effect to scheduled payments of
principal due during the related Collection Period, to the extent received
or
advanced, and unscheduled collections of principal received during the related
Prepayment Period) and (B) the Pool Balance as of the last day of the related
Collection Period (after giving effect to scheduled payments of principal due
during the related Collection Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) minus the Overcollateralization Floor, but in no event less than
zero.
“Class
M-3 Realized Loss Amortization Amount”: As to the Class M-3 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount
for
the Class M-3 Certificates as of such Distribution Date and (y) the Monthly
Excess Cashflow Amount remaining after distribution of (i) any
Overcollateralization Deficiency for such Distribution Date and any Interest
Carry Forward Amount to the Class M-3 Certificates and any Classes of
Certificates with a higher distribution priority and (ii) Realized Loss
Amortization Amounts to Classes of Certificates with a higher distribution
priority.
“Class
M-4 Applied Realized Loss Amount”: As to the Class M-4 Certificates and as of
any Distribution Date, the lesser of (x) the Certificate Principal Balance
thereof (after taking into account the distribution of the Principal Remittance
Amount and the Extra Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class M-4 Applied Realized Loss Amount,
if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the Class M-5
Applied Realized Loss Amount, the Class M-6 Applied Realized Loss Amount, the
Class B-1 Applied Realized Loss Amount, the Class B-2 Applied Realized Loss
Amount, the Class B-3 Applied Realized Loss Amount, the Class B-4 Applied
Realized Loss Amount, in each case as of such Distribution Date.
“Class
M-4 Certificate”: Any one of the Certificates with an “M-4” designated on the
face thereof substantially in the form annexed hereto as Exhibit C-5, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 3, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
M-4 Principal Distribution Amount”: As of any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event is not in effect, the excess of
(x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account distributions of principal on the Class
A Certificates on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account distributions
of principal on the Class M-1 Certificates on such Distribution Date), (iii)
the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account distributions of principal on the Class M-2 Certificates on such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account distributions of principal on the Class
M-3 Certificates 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) 79.10% and (ii) the Pool
Balance as of the last day of the related Collection Period (after giving effect
to scheduled payments of principal due during the related Collection Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the Pool Balance as
of
the last day of the related Collection Period (after giving effect to scheduled
payments of principal due during the related Collection Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the Overcollateralization Floor, but in
no
event less than zero.
“Class
M-4 Realized Loss Amortization Amount”: As to the Class M-4 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount
for
the Class M-4 Certificates as of such Distribution Date and (y) the Monthly
Excess Cashflow Amount remaining after distribution of (i) any
Overcollateralization Deficiency for such Distribution Date and any Interest
Carry Forward Amount to the Class M-4 Certificates and any Classes of
Certificates with a higher distribution priority and (ii) Realized Loss
Amortization Amounts to Classes of Certificates with a higher distribution
priority.
“Class
M-5 Applied Realized Loss Amount”: As to the Class M-5 Certificates and as of
any Distribution Date, the lesser of (x) the Certificate Principal Balance
thereof (after taking into account the distribution of the Principal Remittance
Amount and the Extra Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class M-5 Applied Realized Loss Amount,
if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the Class M-6
Applied Realized Loss Amount, the Class B-1 Applied Realized Loss Amount, the
Class B-2 Applied Realized Loss Amount, the Class B-3 Applied Realized Loss
Amount and the Class B-4 Applied Realized Loss Amount, in each case as of such
Distribution Date.
“Class
M-5 Certificate”: Any one of the Certificates with an “M-5” designated on the
face thereof substantially in the form annexed hereto as Exhibit C-6, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 3, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
M-5 Principal Distribution Amount”: As of any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event is not in effect, the excess of
(x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account distributions of principal on the Class
A Certificates on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account distributions
of principal on the Class M-1 Certificates on such Distribution Date), (iii)
the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account distributions of principal on the Class M-2 Certificates on such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account distributions of principal on the Class
M-3 Certificates on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account distributions
of principal on the Class M-4 Certificates 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)
82.30% and (ii) the Pool Balance as of the last day of the related Collection
Period (after giving effect to scheduled payments of principal due during the
related Collection Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the Pool Balance as of the last day of the related Collection Period (after
giving effect to scheduled payments of principal due during the related
Collection Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
the Overcollateralization Floor, but in no event less than zero.
“Class
M-5 Realized Loss Amortization Amount”: As to the Class M-5 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount
for
the Class M-5 Certificates as of such Distribution Date and (y) the Monthly
Excess Cashflow Amount remaining after distribution of (i) any
Overcollateralization Deficiency for such Distribution Date and any Interest
Carry Forward Amount to the Class M-5 Certificates and any Classes of
Certificates with a higher distribution priority and (ii) Realized Loss
Amortization Amounts to Classes of Certificates with a higher distribution
priority.
“Class
M-6 Applied Realized Loss Amount”: As to the Class M-6 Certificates and as of
any Distribution Date, the lesser of (x) the Certificate Principal Balance
thereof (after taking into account the distribution of the Principal Remittance
Amount and the Extra Principal Distribution Amount on such Distribution Date,
but prior to the application of the Class M-6 Applied Realized Loss Amount,
if
any, on such Distribution Date) and (y) the excess of (i) the Applied Realized
Loss Amount as of such Distribution Date over (ii) the sum of the Class B-1
Applied Realized Loss Amount, the Class B-2 Applied Realized Loss Amount, the
Class B-3 Applied Realized Loss Amount and the Class B-4 Applied Realized Loss
Amount, in each case as of such Distribution Date.
“Class
M-6 Certificate”: Any one of the Certificates with an “M-6” designated on the
face thereof substantially in the form annexed hereto as Exhibit C-7, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing (i) a Regular Interest in REMIC 3, (ii)
the
right to receive Net WAC Rate Carryover Amount and (iii) the obligation to
pay
the Class IO Distribution Amount.
“Class
M-6 Principal Distribution Amount”: As of any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event is not in effect, the excess of
(x)
the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account distributions of principal on the Class
A Certificates on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account distributions
of principal on the Class M-1 Certificates on such Distribution Date), (iii)
the
Certificate Principal Balance of the Class M-2 Certificates (after taking into
account distributions of principal on the Class M-2 Certificates on such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account distributions of principal on the Class
M-3 Certificates on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates (after taking into account distributions
of principal on the Class M-4 Certificates on such Distribution Date), (vi)
the
Certificate Principal Balance of the Class M-5 Certificates (after taking into
account distributions of principal on the Class M-5 Certificates 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) 84.70% and (ii) the Pool Balance as of the last day
of
the related Collection Period (after giving effect to scheduled payments of
principal due during the related Collection Period, to the extent received
or
advanced, and unscheduled collections of principal received during the related
Prepayment Period) and (B) the Pool Balance as of the last day of the related
Collection Period (after giving effect to scheduled payments of principal due
during the related Collection Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) minus the Overcollateralization Floor, but in no event less than
zero.
“Class
M-6 Realized Loss Amortization Amount”: As to the Class M-6 Certificates and as
of any Distribution Date, the lesser of (x) the Unpaid Realized Loss Amount
for
the Class M-6 Certificates as of such Distribution Date and (y) the Monthly
Excess Cashflow Amount remaining after distribution of (i) any
Overcollateralization Deficiency for such Distribution Date and any Interest
Carry Forward Amount to the Class M-6 Certificates and any Classes of
Certificates with a higher distribution priority and (ii) Realized Loss
Amortization Amounts to Classes of Certificates with a higher distribution
priority.
“Class
P
Certificate”: Any one of the Class P Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit C-9, representing a Regular Interest in REMIC
10.
“Class
P
Interest”: An uncertificated interest in the Trust Fund evidencing a Regular
Interest in REMIC 3.
“Class
R
Certificate”: The Class R Certificate executed by the Trustee, and authenticated
and delivered by the Certificate Registrar, substantially in the form annexed
hereto as Exhibit C-1-1 and evidencing the ownership of the Class R-1 Interest,
the Class R-2 Interest and the Class R-3 Interest.
“Class
R-X Certificate”: The Class R-X Certificate executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in
the
form annexed hereto as Exhibit C-1-2 and evidencing the ownership of the Class
R-4 Interest, the Class R-5 Interest, the Class R-6 Interest, the Class R-7
Interest, the Class R-8 Interest, the Class R-9 Interest, the Class R-10
Interest and the Class R-11 Interest.
“Class
R-1 Interest”: The uncertificated residual interest in REMIC 1.
“Class
R-2 Interest”: The uncertificated residual interest in REMIC 2.
“Class
R-3 Interest”: The uncertificated residual interest in REMIC 3.
“Class
R-4 Interest”: The uncertificated residual interest in REMIC 4.
“Class
R-5 Interest”: The uncertificated residual interest in REMIC 5.
“Class
R-6 Interest”: The uncertificated residual interest in REMIC 6.
“Class
R-7 Interest”: The uncertificated residual interest in REMIC 7.
“Class
R-8 Interest”: The uncertificated residual interest in REMIC 8.
“Class
R-9 Interest”: The uncertificated residual interest in REMIC 9.
“Class
R-10 Interest”: The uncertificated residual interest in REMIC 10.
“Class
R-11 Interest”: The uncertificated residual interest in REMIC 11.
“Closing
Date”: March 30, 2007.
“Code”:
The Internal Revenue Code of 1986, as it may be amended from time to
time.
“Collection
Account”: The account or accounts created and maintained by the Servicer
pursuant to Section 3.04, which shall be entitled “Collection Account, Xxxxxx
Loan Servicing LP, as Servicer, in trust for registered Holders of 2007-CB3
Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB3,” and
which must be an Eligible Account.
“Collection
Period”: With respect to any Distribution Date, the period from the second day
of the calendar month preceding the month in which such Distribution Date occurs
through the first day of the month in which such Distribution Date
occurs.
“Combined
Loan-to-Value Ratio”: As of any date and Mortgage Loan, the fraction, expressed
as a percentage, the numerator of which is the Principal Balance of the Mortgage
Loan plus the principal balance of any related senior mortgage loan, and the
denominator of which is the Value of the related Mortgaged
Property.
“Compensating
Interest”: As defined in Section 3.23 hereof.
“Condemnation
Proceeds”: All awards or settlements in respect of a taking of a Mortgaged
Property by exercise of the power of eminent domain or
condemnation.
“Corporate
Trust Office”: With respect to the Trustee, the principal corporate trust office
of the Trustee at which at any particular time its corporate trust business
in
connection with this Agreement shall be administered, which office at the date
of the execution of this instrument is located at 00 Xxxxxxxxxx Xxxxxx, Xx.
Xxxx, Xxxxxxxxx 00000, Attention: Structured Finance, C-BASS 2007-CB3, or at
such other address as the Trustee may designate from time to time by notice
to
the Certificateholders, the Depositor, the Servicer and the
Sponsor.
“Corresponding
Certificate”: With respect to each REMIC 2 Regular Interest or REMIC 3 Regular
Interest set forth below, the corresponding Regular Certificate set forth in
the
table below:
|
REMIC
2 Regular Interest
|
Regular
Certificate
|
|
|
LT2A1
|
Class
A-1
|
|
|
LT2A2
|
Class
A-2
|
|
|
LT2A3
|
Class
A-3
|
|
|
LT2A4
|
Class
A-4
|
|
|
LT2A5
|
Class
A-5
|
|
|
LT2M1
|
Class
M-1
|
|
|
LT2M2
|
Class
M-2
|
|
|
LT2M3
|
Class
M-3
|
|
|
LT2M4
|
Class
M-4
|
|
|
LT2M5
|
Class
M-5
|
|
|
LT2M6
|
Class
M-6
|
|
|
LT2B1
|
Class
B-1
|
|
|
LT2B2
|
Class
B-2
|
|
|
LT2B3
|
Class
B-3
|
|
|
LT2B4
|
Class
B-4
|
|
|
LT2P
|
Class
P
|
|
|
LT2CE2
|
Class
CE-2
|
“Custodial
Agreement”: The Custodial Agreement, dated as of March 1, 2007, among the
Trustee, the Servicer and the Custodian, as the same may be amended or
supplemented pursuant to the terms thereof.
“Custodian”:
The Bank of New York, a New York banking corporation, or any successor custodian
appointed pursuant to the terms of the Custodial Agreement.
“Cut-off
Date”: With respect to each Mortgage Loan, March 1, 2007.
“Cut-off
Date Principal Balance”: With respect to any Mortgage Loan, the unpaid principal
balance thereof as of the Cut-off Date after application of funds received
or
advanced on or before such date (or as of the applicable date of substitution
with respect to an Eligible Substitute Mortgage Loan).
“DBRS”:
DBRS, Inc. and its successors, and if such company shall for any reason no
longer perform the functions of a securities rating agency, “DBRS” shall be
deemed to refer to any other “nationally recognized statistical rating
organization” as set forth on the most current list of such organizations
released by the Securities
and Exchange Commission.
“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.
“Defective
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more
Eligible Substitute Mortgage Loans.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less than
the then outstanding principal balance of the Mortgage Loan, which valuation
results from a proceeding initiated under the Bankruptcy Code.
“Definitive
Certificates”: As defined in Section 5.02(c) hereof.
“Delinquent”:
Any Mortgage Loan, the Monthly Payment due on a Due Date with respect to which
such monthly payment is not made by the close of business on the next scheduled
Due Date for such Mortgage Loan.
“Depositor”:
Citigroup Mortgage Loan Trust Inc., a Delaware corporation, or any successor
in
interest.
“Depository”:
The initial depository shall be The Depository Trust Company, whose nominee
is
Cede & Co., or any other organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.
The
Depository shall initially be the registered Holder of the Book-Entry
Certificates. 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.
“Depository
Agreement”: With respect to any Book-Entry Certificates, the agreement among the
Depositor, the Trustee and the initial Depository, to be dated on or about
the
Closing Date.
“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 any Distribution Date, the 16th
day of
the calendar month in which such Distribution Date occurs or, if such
16th
day is
not a Business Day, the Business Day immediately preceding such 16th
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 the Trust other than through an Independent
Contractor; provided,
however,
that
the Trustee (or the Servicer under this Agreement) shall not be considered
to
Directly Operate an REO Property solely because the Trustee (or the Servicer
under this Agreement) 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”: A “disqualified organization” under Section 860E of the Code,
which as of the Closing Date is any of: (i) the United States, any state or
political subdivision thereof, any possession of the United States, any foreign
government, any international organization, or any agency or instrumentality
of
any of the foregoing, (ii) any organization (other than a cooperative described
in Section 521 of the Code) which 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, (iii) any organization described in Section 1381(a)(2)(C) of the
Code, or (iv) any other Person so designated by the Trustee based upon an
Opinion of Counsel provided by nationally recognized counsel to the Trustee
that
the holding of an ownership interest in a Residual Certificate by such Person
may cause the Trust Fund or any Person having an ownership interest in any
Class
of Certificates (other than such Person) to incur 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. A corporation
will not be treated as an instrumentality of the United States or of any state
or political subdivision thereof if all of its activities are subject to tax
and
a majority of its board of directors is not selected by a governmental unit.
The
term “United States,” “state” and “international organization” shall have the
meanings set forth in Section 7701 of the Code.
“Distribution
Account”: The trust account or accounts created and maintained by the Trustee
pursuant to Section 3.04(b) which shall be entitled “Distribution Account, U.S.
Bank National Association, as Trustee, in trust for the registered Holders
of
2007-CB3 Trust, C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB3”
and which must be an Eligible Account.
“Distribution
Information”: The items calculated and reported by the Trustee pursuant to
Section 4.06(a)(i)-(iv), (xiii)-(xx), (xxii)-(xxiii) and any other information
included in the Monthly Statement aggregated or calculated by the Trustee from
(a) information contained in the Remittance Report or (b) other information
furnished to the Trustee by the Servicer pursuant to Section 4.07.
“Distribution
Date”: The 25th
day of
any calendar month, or if such 25th
day is
not a Business Day, the Business Day immediately following such 25th
day,
commencing in April 2007.
“Due
Date”: With respect to each Mortgage Loan, the day of the calendar month on
which the Monthly Payment for such Mortgage Loan was due.
“XXXXX”:
As defined in Section 3.22(a) hereof.
“Eligible
Account”: Any of (i) an account or accounts maintained with a federal or state
chartered depository institution or trust company the short-term unsecured
debt
obligations of which (or, in the case of a depository institution or trust
company that is the principal subsidiary of a holding company, the short-term
unsecured debt obligations of such holding company) are rated “A-1” (or the
equivalent) by each of the Rating Agencies at the time any amounts are held
on
deposit therein, (ii) an account or accounts the deposits in which are fully
insured by the FDIC (to the limits established by such corporation), the
uninsured deposits in which account are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders will have a claim with respect to the funds
in
such account or a perfected first priority security interest against such
collateral (which shall be limited to Permitted Investments) securing such
funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained, (iii) a trust
account or accounts maintained with the trust department of a federal or state
chartered depository institution, national banking association 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. Eligible Accounts may bear interest.
“Eligible
Substitute Mortgage Loan”: A mortgage loan substituted for a Defective 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, and not more than 5% less than, the
outstanding principal balance of the Defective Mortgage Loan as of the Due
Date
in the calendar month during which the substitution occurs, (ii) have a Mortgage
Interest Rate, with respect to a Fixed-Rate Mortgage Loan, not less than the
Mortgage Interest Rate of the Defective Mortgage Loan and not more than 1%
in
excess of the Mortgage Interest Rate of such Defective Mortgage Loan, (iii)
if
an Adjustable-Rate Mortgage Loan, have a Maximum Loan Rate not less than the
Maximum Loan Rate for the Defective Mortgage Loan, (iv) if an Adjustable-Rate
Mortgage Loan, have a Minimum Loan Rate not less than the Minimum Loan Rate
of
the Defective Mortgage Loan, (v) if an Adjustable-Rate Mortgage Loan, have
a
Gross Margin equal to or greater than the Gross Margin of the Defective Mortgage
Loan, (vi) if an Adjustable-Rate Mortgage Loan, have a next Adjustment Date
not
more than two months later than the next Adjustment Date on the Defective
Mortgage Loan, an Eligible Substitute Mortgage Loan must have all Adjustment
Dates occurring during the same Interest Accrual Period during which Adjustment
Dates occur with respect to the substituted Mortgage Loan, (vii) have a
remaining term to maturity not greater than (and not more than one year less
than) that of the Defective Mortgage Loan, (viii) be current as of the date
of
substitution, (ix) have a Combined Loan-to-Value Ratio as of the date of
substitution equal to or lower than the Combined Loan-to-Value Ratio of the
Defective Mortgage Loan as of such date, (x) have a risk grading determined
by
the Sponsor at least equal to the risk grading assigned on the Defective
Mortgage Loan, (xi) have been reunderwritten by the Sponsor in accordance with
the same underwriting criteria and guidelines as the Defective Mortgage Loan
and
(xii) conform to each representation and warranty set forth in Section 2.04
hereof applicable to the Defective Mortgage Loan. In the event that one or
more
mortgage loans are substituted for one or more Defective Mortgage Loans, the
amounts described in clause (i) hereof shall be determined on the basis of
aggregate principal balances, the Mortgage Interest Rates described in clause
(ii) hereof shall be determined on the basis of weighted average Mortgage
Interest Rates, the risk gradings described in clause (x) hereof shall be
satisfied as to each such mortgage loan, the terms described in clause (vii)
hereof shall be determined on the basis of weighted average remaining term
to
maturity, the Combined Loan-to-Value Ratios described in clause (ix) hereof
shall be satisfied as to each such mortgage loan and, except to the extent
otherwise provided in this sentence, the representations and warranties
described in clause (xii) hereof must be satisfied as to each Eligible
Substitute Mortgage Loan or in the aggregate, as the case may be.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“ERISA
Restricted Certificates”: Any of the Class A Certificates, the Mezzanine
Certificates, the Class B Certificates, the Class CE-1 Certificates, the Class
CE-2 Certificates, the Class P Certificates and the Residual
Certificates.
“Escrow
Account”: The account or accounts created and maintained pursuant to Section
3.06.
“Escrow
Payments”: The amounts constituting ground rents, taxes, assessments, water
rates, mortgage insurance premiums, fire and hazard insurance premiums and
other
payments required to be escrowed by the Mortgagor with the mortgagee pursuant
to
any Mortgage Loan.
“Estate
in Real Property”: A fee simple estate in a parcel of real
property.
“Excess
Servicing Fee”: As defined in Section 4.01.
“Excess
Servicing Fee Rate”: So long as Xxxxxx Loan Servicing LP is the Servicer and
with respect to each Mortgage Loan, 0.35% per annum. At anytime Xxxxxx Loan
Servicing LP is not the Servicer and with respect to each Mortgage Loan, 0.00%
per annum.
“Expense
Adjusted Maximum Mortgage Rate”: With respect to any Mortgage Loan is equal to
the then applicable maximum mortgage rate (or the Mortgage Rate in the case
of
any fixed-rate Mortgage Loan) minus the sum of (i) the Trustee Fee Rate, (ii)
the Servicing Fee Rate and (iii) the Excess Servicing Fee Rate.
“Expense
Fee Rate”: The sum of (i) the Trustee Fee Rate, (ii) the Servicing Fee Rate and
(iii)
the
Excess Servicing Fee Rate.
“Extra
Principal Distribution Amount”: As of any Distribution Date, the lesser of (x)
the Monthly Excess Cashflow Amount for such Distribution Date and (y) the
Overcollateralization Deficiency for such Distribution Date.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Fidelity
Bond”: Shall have the meaning assigned thereto in Section 3.12.
“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
or
the Servicer pursuant to or as contemplated by Section 2.03 or 10.01), a
determination made by the Servicer that all Insurance Proceeds, Liquidation
Proceeds and other payments or recoveries which the Servicer, in its reasonable
good faith judgment, expects to be finally recoverable in respect thereof have
been so recovered. The Servicer shall maintain records, prepared by a Servicing
Officer, of each Final Recovery Determination made thereby.
“Fitch”:
Fitch Ratings and its successors, and if such company shall for any reason
no
longer perform the functions of a securities rating agency, “Fitch” shall be
deemed to refer to any other “nationally recognized statistical rating
organization” as set forth on the most current list of such organizations
released by the Securities and Exchange Commission.
“Fixed
Rate”: With respect to the Fixed Rate Certificates and for purposes of the
Marker Rate and the Maximum LTZZ Uncertificated Interest Deferral Amount, the
specified REMIC I Regular Interest as follows:
|
Class
|
REMIC
I Regular Interest
|
Fixed
Rate
|
||||
|
(1)
|
(2)
|
|||||
|
A-1
|
LTA1
|
5.766%
|
6.266%
|
|||
|
A-2
|
LTA1
|
5.588%
|
6.088%
|
|||
|
A-3
|
LTA3
|
5.731%
|
6.231%
|
|||
|
A-4
|
LTA4
|
5.971%
|
6.471%
|
|||
|
A-5
|
LTA5
|
5.817%
|
6.317%
|
|||
|
X0
|
XXX0
|
7.000%
|
7.500%
|
|||
__________
| (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.
|
“Fixed-Rate
Mortgage Loan”: A Mortgage Loan which has a constant annual rate at which
interest accrues in accordance with the provisions of the related Mortgage
Note.
“Fixed
Rate Certificates”: The Class A Certificates and the Class B-4
Certificates.
“Fixed
Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
the related amount set forth in the Interest Rate Swap Agreement.
“Floating
Rate Certificates”: The Mezzanine Certificates, the Class B-1 Certificates, the
Class B-2 Certificates and the Class B-3 Certificates.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the related Base Calculation Amount (as
defined in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction,
the
numerator of which is the actual number of days elapsed from and including
the
previous Floating Rate Payer Payment Date (as defined in the Interest Rate
Swap
Agreement) to but excluding the current Floating Rate Payer Payment (or, for
the
first Floating Rate Payer Payment Date, the actual number of days elapsed from
the Closing Date to but excluding the first Floating Rate Payer Payment Date),
and the denominator of which is 360.
“Foreclosure
Price”: The amount reasonably expected to be received from the sale of the
related Mortgaged Property net of any expenses associated with foreclosure
proceedings.
“Form
10-K Certification”: As defined in Section 3.22(a) hereof.
“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 Maximum Cap Rate. With respect to any Distribution Date and each Class
of
Fixed Rate Certificates, the applicable Fixed Rate.
“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 Interest Rate for such Mortgage
Loan.
“Highest
Priority”: As of any date of determination, the Class of Class B Certificates,
Mezzanine Certificates or Class A Certificates then outstanding with a
Certificate Principal Balance greater than zero, with the highest priority
for
payments pursuant to Section 4.02, in the following order: Class X-0, Xxxxx
X-0,
Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3
and
Class B-4.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class CE-1
Certificates, the Class P Certificates and/or the Class R Certificates (or
any
portion thereof).
“Independent”:
When used with respect to any specified Person, any such Person who (i) is
in
fact independent of the Depositor, the Servicer and their respective Affiliates,
(ii) does not have any direct financial interest in or any material indirect
financial interest in the Depositor or the Servicer or any Affiliate thereof,
and (iii) is not connected with the Depositor or 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 or 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 the Trust Fund within the meaning of
Section 856(d)(3) of the Code if the Trust Fund 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 percent
or more of any Class of Certificates), so long as the Trust Fund does not
receive or derive any income from such Person and provided that the relationship
between such Person and the Trust Fund 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 Trustee has received an Opinion of Counsel,
which Opinion of Counsel shall be an expense of the Trust Fund, 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 with respect to each
related Adjustment Date, the index as specified in the related Mortgage
Note.
“Initial
Certificate Principal Balance”: With respect to any Certificate of a Class other
than a Residual Certificate, the amount designated “Initial Certificate
Principal Balance” on the face thereof.
“Initial
Notional Amount”: With respect to any Class CE-1 Certificate, the amount
designated “Initial Notional Amount” on the face thereof.
“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 (i) with respect to
the Floating Rate Certificates, the period from the preceding Distribution
Date
to the day prior to the current Distribution Date (or, in the case of the first
Distribution Date, the period from the Closing Date through April 24, 2007)
and
calculations of interest will be made on the basis of the actual number of
days
in the Interest Accrual Period and on a 360-day year, and (ii) with respect
to
the Fixed Rate Certificates, the Class CE-1 Certificates and the Class CE-2
Certificates, the calendar month immediately preceding the month in which such
Distribution Date occurs, and calculations of interest will be made on the
basis
of a 360-day year assumed to consist of twelve 30-day months.
“Interest
Carry Forward Amount”: For any Class of Certificates (other than the Class P and
Residual Certificates) and any Distribution Date, the sum of (a) the excess,
if
any, of the Accrued Certificate Interest and any Interest Carry Forward Amount
for the prior Distribution Date, over the amount in respect of interest actually
distributed on each Class on such prior Distribution Date and (b) interest
on
such excess at the applicable Pass-Through Rate (i) with respect to the Floating
Rate Certificates, for the actual number of days elapsed on the basis of a
360-day year since the prior Distribution Date and (ii) with respect to the
Fixed Rate Certificates, on the basis of a 360-day year consisting of twelve
30-day months.
“Interest
Percentage”: With respect to any Class of Certificates, the Class B Interests,
the Class CE-1 Interest and the Class CE-2 Interest and any Distribution Date,
the ratio (expressed as a decimal carried to six places) of the Accrued
Certificate Interest for such Class to the sum of the Accrued Certificate
Interest for all Classes, in each case with respect to such Distribution
Date.
“Interest
Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
Border) dated as of March 30, 2007 (together with the schedule thereto, the
Master Agreement) between the Swap Provider and the Supplemental Interest Trust
Trustee.
“Interest
Remittance Amount”: As of any Determination Date, the sum, without duplication,
of (i) all interest collected or advanced with respect to the related Collection
Period on the Mortgage Loans (less the Servicing Fee, the Excess Servicing
Fee,
amounts available for reimbursement of Advances and Servicing Advances pursuant
to Section 3.05, expenses reimbursable pursuant to Section 6.03, amounts
reimbursable or payable to the Trustee pursuant to this Agreement (other than
for Trustee Fees), including without limitation Sections 7.01, 7.02 and 8.05
and
any Net Swap Payment owed to the Swap Provider and any Swap Termination Payment
owed to the Swap Provider, other than a Swap Termination Payment due to a Swap
Provider Trigger Event), (ii) all Compensating Interest paid by the Servicer
on
such Determination Date and (iii) the portion of any payment in connection
with
any substitution, Purchase Price, Termination Price or Net Liquidation Proceeds
or Insurance Proceeds relating to interest received during the related
Prepayment Period.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received subsequent
to the Determination Date immediately following any related Collection Period,
whether as late payments of Monthly Payments or as Insurance Proceeds,
Liquidation Proceeds or otherwise, which represent late payments or collections
of principal and/or interest due (without regard to any acceleration of payments
under the related Mortgage and Mortgage Note) but delinquent on a contractual
basis for such Collection Period and not previously recovered.
“LIBOR”:
With respect to the Floating Rate Certificates and each Interest Accrual Period,
the rate determined by the Trustee on the related LIBOR Determination Date
on
the basis of the offered rate for one month United States dollar deposits,
as
such rate appears on the Reuters
Screen LIBOR01 Page,
as of
11:00 a.m. (London time) on such LIBOR Determination Date. If no such quotations
are available on an LIBOR Determination Date, LIBOR for the related Interest
Accrual Period will be established by the Trustee as follows:
(i) If
on
such LIBOR Determination Date two or more Reference Banks provide such offered
quotations, 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 0.001%);
(ii) If
on
such LIBOR Determination Date fewer than two Reference Banks provide such
offered quotations, LIBOR for the related Interest Accrual Period shall be
the
arithmetic mean of the rates quoted by one or more major banks in New York
City,
selected by the Trustee after consultation with the Depositor, as of 11:00
A.M.,
New York City time, on such date for loans in U.S. Dollars to leading European
banks for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of the Floating Rate Certificates;
and
(iii) If
no
such quotations can be obtained, LIBOR for the related Interest Accrual Period
shall be LIBOR for the prior Distribution Date.
“LIBOR
Business Day”: Any day on which banks in London, England and The City of New
York are open and conducting transactions in foreign currency and
exchange.
“LIBOR
Determination Date”: With respect to any Interest Accrual Period for the
Floating Rate Certificates, the second LIBOR Business Day preceding the first
day of such Interest Accrual Period.
“Liquidated
Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of
which the Servicer has determined, in accordance with the servicing procedures
specified herein, as of the end of the related Prepayment Period, that all
Liquidation Proceeds and Insurance Proceeds which it expects to recover with
respect to the liquidation of the Mortgage Loan or disposition of the related
REO Property have been recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
as to
such Mortgage Loan; or (iii) such Mortgage Loan is removed from the Trust Fund
by reason of its being purchased, sold or replaced pursuant to or as
contemplated by Section 2.03 or Section 10.01. 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 the Trust Fund
by
reason of its being sold or purchased pursuant to Section 3.13 or Section
10.01.
“Liquidation
Proceeds”: The amount (other than 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 or (ii) the liquidation
of a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
otherwise.
“Liquidation
Report”: The report with respect to a Liquidated Mortgage Loan in such form and
containing such information as is agreed to by the Servicer and the
Trustee.
“Losses”:
As defined in Section 9.03.
“Lost
Note Affidavit”: With respect to any Mortgage Loan as to which the original
Mortgage Note has been permanently lost or destroyed and has not been replaced,
an affidavit from the Sponsor certifying that the original Mortgage Note has
been lost, misplaced or destroyed (together with a copy of the related Mortgage
Note and indemnifying the Trust and the Trustee against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note)
in
the form of Exhibit H hereto.
“Majority
Certificateholders”: The Holders of Certificates evidencing at least 51% of the
Voting Rights.
“Majority
Class R Certificateholders”: The Holders of Residual Certificates evidencing at
least a 51% Percentage Interest in the applicable Class of Residual
Certificates.
“Marker
Rate”: With respect to the Class CE-1 Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC 2 Pass-Through Rates for REMIC 2 Regular Interest LT2A1, REMIC 2 Regular
Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular Interest LT2A4,
REMIC 2 Regular Interest LT2A5, REMIC 2 Regular Interest LT2M1, REMIC 2 Regular
Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular Interest LT2M4,
REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6, REMIC 2 Regular
Interest LT2B1, REMIC 2 Regular Interest LT2B2, REMIC 2 Regular Interest LT2B3,
REMIC 2 Regular Interest LT2B4 and REMIC 2 Regular Interest LT2ZZ, with the
rate
on each such REMIC 2 Regular Interest (other than REMIC 2 Regular Interest
LT2ZZ) subject to a cap equal to the lesser of (i) (a) LIBOR as of the related
LIBOR Determination Date, plus the related Certificate Margin for the
Corresponding Certificate or (b) the fixed pass-through rate for the related
Corresponding Certificate, as applicable, and (ii) the Rate Cap for such
Distribution Date, and with the rate on REMIC 2 Regular Interest LT2ZZ subject
to a cap of zero for the purpose of this calculation; provided, however, that
for this purpose, calculations of the Uncertificated REMIC 2 Pass-Through Rate
and the related caps with respect to REMIC 2 Regular Interest LT2M1, REMIC
2
Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular Interest
LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6, REMIC
2
Regular Interest LT2B1, REMIC 2 Regular Interest LT2B2 and REMIC 2 Regular
Interest LT2B3 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 and the Floating Rate Certificates, a per
annum rate equal to the product of (x) the sum of (i) the weighted average
of
the Expense Adjusted Maximum Mortgage Rates of the Mortgage Loans, weighted
on
the basis of the outstanding Stated Principal Balances of the Mortgage Loans
as
of the first day of the related Collection Period (adjusted
to reflect unscheduled principal payments made thereafter during the Prepayment
Period that includes such first day)
for
such Distribution Date plus (ii) an amount, expressed as a per annum rate,
equal
to the product of 12 and a fraction, the numerator of which is any Net Swap
Payment paid by the Swap Provider for such Distribution Date and the denominator
of which
is
the outstanding Stated Principal Balances of the Mortgage Loans as
of the
first day of the related Collection Period (adjusted to reflect unscheduled
principal payments made thereafter during the Prepayment Period that includes
such first day) minus (iii) an amount, expressed as a per annum rate, equal
to
the product of 12 and a fraction, the numerator of which is Net Swap Payment
and
Swap Termination Payment (other than any Swap Termination Payment resulting
from
a Swap Provider Trigger Event) owed to the Swap Provider and the denominator
of
which is the outstanding Stated Principal Balances of the Mortgage Loans as
of
the first day of the related Collection 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.
“Maximum
Loan Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage
set forth in the related Mortgage Note as the maximum Mortgage Interest Rate
thereunder.
“Maximum
LT2ZZ Uncertificated Accrued Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (a) accrued interest at the Uncertificated
REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest LT2ZZ for
such
Distribution Date on a balance equal to the Uncertificated Principal Balance
of
REMIC 2 Regular Interest LT2ZZ minus the REMIC 2 Overcollateralized Amount,
in
each case for such Distribution Date, over (b) Uncertificated Accrued Interest
on REMIC 2 Regular Interest LT2A1, REMIC 2 Regular Interest LT2A2, REMIC 2
Regular Interest LT2A3, REMIC 2 Regular Interest LT2A4, REMIC 2 Regular Interest
LT2A5, REMIC 2 Regular Interest LT2M1, REMIC 2 Regular Interest LT2M2, REMIC
2
Regular Interest LT2M3, REMIC 2 Regular Interest LT2M4, REMIC 2 Regular Interest
LT2M5, REMIC 2 Regular Interest LT2M6, REMIC 2 Regular Interest LT2B1, REMIC
2
Regular Interest LT2B2, REMIC 2 Regular Interest LT2B3 and REMIC 2 Regular
Interest LT2B4, with the rate on each such REMIC 2 Regular Interest subject
to a
cap equal to the lesser of (i) (a) LIBOR as of the related LIBOR Determination
Date, plus the related Certificate Margin for the Corresponding Certificate
or
(b) the fixed pass-through rate for the related Corresponding Certificate,
as
applicable, and (ii) the Rate Cap for such Distribution Date for the purpose
of
this calculation; provided, however, that for this purpose, calculations of
the
Uncertificated REMIC 2 Pass-Through Rate and the related caps with respect
to
REMIC 2 Regular Interest LT2M1, REMIC 2 Regular Interest LT2M2, REMIC 2 Regular
Interest LT2M3, REMIC 2 Regular Interest LT2M4, REMIC 2 Regular Interest LT2M5,
REMIC 2 Regular Interest LT2M6, REMIC 2 Regular Interest LT2B1, REMIC 2 Regular
Interest LT2B2 and REMIC 2 Regular Interest LT2B3 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.
“Mezzanine
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.
“Minimum
Loan Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage
set forth in the related Mortgage Note as the minimum Mortgage Interest Rate
thereunder.
“Monthly
Excess Cashflow Amount”: The Monthly Excess Interest Amount.
“Monthly
Excess Interest Amount”: With respect to each Distribution Date, the amount, if
any, by which the Interest Remittance Amount for such Distribution Date exceeds
the aggregate amount distributed on such Distribution Date pursuant to Section
4.01.
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined: (a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act;
(b)
without giving effect to any extension granted or agreed to by the Servicer
pursuant to Section 3.01; and (c) on the assumption that all other amounts,
if
any, due under such Mortgage Loan are paid when due.
“Monthly
Statement”: The statement prepared and distributed by the Trustee pursuant to
Section 4.06(a).
“Moody’s”:
Xxxxx’x Investors Service, Inc. and its successors, and if such company shall
for any reason no longer perform the functions of a securities rating agency,
“Moody’s” shall be deemed to refer to any other “nationally recognized
statistical rating organization” as set forth on the most current list of such
organizations released by the Securities and Exchange Commission.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first or second
lien
on, or first or second 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
Interest 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, which rate (i) in the case of each
Fixed-Rate Mortgage Loan shall remain constant at the rate set forth in the
Mortgage Loan Schedule as the Mortgage Interest Rate in effect immediately
following the Cut-off Date and (ii) in the case of each Adjustable-Rate Mortgage
Loan (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 Interest 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, to equal the sum, rounded
to the nearest 0.125% as provided in the Mortgage Note, of the Index, determined
as set forth in the related Mortgage Note, plus the related Gross Margin subject
to the limitations set forth in the related Mortgage Note. 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.
“Mortgage
Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03(d) as from time to time held as a part of the
Trust
Fund, the Mortgage Loans so held being identified in the Mortgage Loan
Schedule.
“Mortgage
Loan Purchase Agreement”: The agreement between the Sponsor and the Depositor,
dated as of March 23, 2007, regarding the transfer of the Mortgage Loans by
the
Sponsor to or at the direction of the Depositor.
“Mortgage
Loan Schedule”: As of any date (i) with respect to the Mortgage Loans, the list
of such Mortgage Loans included in the Trust Fund on such date, attached hereto
as Exhibit D. The Mortgage Loan Schedule shall be prepared by the Sponsor and
shall set forth the following information with respect to each Mortgage
Loan:
(1) the
Sponsor’s Mortgage Loan identifying number;
(2)
the
city,
state, and zip code of the Mortgaged Property;
(3)
the
type
of Residential Dwelling constituting the Mortgaged Property or a designation
that the Mortgaged Property is a multi-family property;
(4)
the
occupancy status of the Mortgaged Property at origination;
(5)
the
original months to maturity;
(6)
the
date
of origination;
(7)
the
first
payment date;
(8)
the
stated maturity date;
(9)
the
stated remaining months to maturity;
(10)
the
original principal amount of the Mortgage Loan;
(11)
the
Principal Balance of each Mortgage Loan as of the Cut-off Date;
(12)
[reserved];
(13)
the
Mortgage Interest Rate of the Mortgage Loan as of the Cut-off Date;
(14)
the
current principal and interest payment of the Mortgage Loan as of the Cut-off
Date;
(15)
the
contractual interest paid to date of the Mortgage Loan;
(16)
if
the
Mortgage Loan is not owner-financed, the Combined Loan-to-Value Ratio at
origination;
(17)
a
code
indicating the loan performance status of the Mortgage Loan as of the Cut-off
Date;
(18)
[reserved];
(19)
a
code
indicating whether the Mortgaged Property is in bankruptcy or in its forbearance
period as of the Cut-off Date;
(20)
[reserved];
(21)
with
respect to each Adjustable-Rate Mortgage Loan, a code indicating the Index
that
is associated with such Mortgage Loan, the Gross Margin, the Periodic Rate
Cap,
the Minimum Loan Rate, the Maximum Loan Rate, the first Adjustment Date
immediately following the Cut-off Date, the rate adjustment frequency and the
payment adjustment frequency;
(22)
a
code
indicating whether the Mortgage Loan has a Prepayment Charge and the type of
Prepayment Charge;
(23) a
code
indicating whether the Mortgage Loan is owner-financed;
(24)
a
code
indicating whether the Mortgage Loan is subject to negative amortization;
and
(25)
a
code
indicating whether the Mortgage Loan is a second lien.
The
Mortgage Loan Schedule shall set forth the following information, 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 Interest Rate
of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage
Loans. The Mortgage Loan Schedule shall be amended from time to time by the
Sponsor in accordance with the provisions of this Agreement. With respect to
any
Eligible 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 indebtedness evidencing
the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time,
and any REO Properties acquired in respect thereof.
“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 or multi-family dwelling.
“Mortgagor”:
The obligor on a Mortgage Note.
“Net
Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other
disposition of related Mortgaged Property (including REO Property) the related
Liquidation Proceeds net of Advances, Servicing Advances, Servicing Fees, Excess
Servicing Fees and any other accrued and unpaid Servicing Fees or unpaid Excess
Servicing Fees received and retained in connection with the liquidation of
such
Mortgage Loan or Mortgaged Property.
“Net
Mortgage Interest Rate”: With respect to any Mortgage Loan, the Mortgage
Interest Rate borne by such Mortgage Loan minus the Expense Fee
Rate.
“Net
Swap
Payment”: a net payment required to be made on each distribution date (a) by the
Supplemental Interest Trust to the Swap Provider, to the extent that the Fixed
Amount (as defined in the Interest Rate Swap Agreement) exceeds the
corresponding Floating Amount (as defined in the Interest Rate Swap Agreement)
or (b) by the Swap Provider to the Supplemental Interest Trust to the extent
that the Floating Amount exceeds the corresponding Fixed Amount.
“Net
WAC
Rate Carryover Amount”: For any Distribution Date and any Class A Certificate,
Mezzanine Certificate or Class B Certificate, the excess of (i) the amount
of
interest accrued on such Certificate based on the related Pass-Through Rate
(without regard to the Rate Cap), over (ii) the amount of interest accrued
on
such Certificate based on the Rate Cap, together with the unpaid portion of
any
such excess from prior Distribution Dates and interest accrued thereon at the
then applicable Pass-Through Rate (without regard to the Rate Cap) on such
Certificate.
“Net
WAC
Rate Carryover Reserve Account”: The reserve account established and maintained
pursuant to Section 3.29.
“New
Lease”: Any lease of REO Property entered into on behalf of the Trust, including
any lease renewed or extended on behalf of the Trust if the Trust has the right
to renegotiate the terms of such lease.
“Nonrecoverable
Advance”: Any Advance or Servicing Advance previously made or proposed to be
made in respect of a Mortgage Loan that, in the good faith business judgment
of
the Servicer, will not or, in the case of a proposed Advance or Servicing
Advance, would not be ultimately recoverable from Late Collections on such
Mortgage Loan as provided herein.
“Notional
Amount”: Immediately prior to any Distribution Date, with respect to the Class
CE-1 Interest, the aggregate Uncertificated Principal Balance of the REMIC
2
Regular Interests (other than REMIC 2 Regular Interest LT2P and
LT2IO).
“Offered
Certificates”: The Class A Certificates, the Mezzanine Certificates, the Class
B-1 Certificates, the Class B-2 Certificates and the Class B-3
Certificates.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
or by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Servicer, the Sponsor or the Depositor, as
applicable.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be a
salaried counsel for the Depositor or the Servicer except that any opinion
of
counsel relating to (a) the qualification of any REMIC as a REMIC or (b)
compliance with the REMIC Provisions must be an opinion of Independent
counsel.
“Optional
Termination Date”: The first Distribution Date on which the Servicer or an
Affiliate of the Servicer may opt to terminate the Mortgage Pool pursuant to
Section 10.01.
“Original
Class Certificate Principal Balance”: With respect to each Class of
Certificates, the Certificate Principal Balance thereof on the Closing Date,
as
set forth opposite such Class in the Preliminary Statement, except with respect
to the Residual Certificates and the Class CE-2 Certificates, which have an
Original Class Certificate Principal Balance of zero.
“Overcollateralization
Amount”: As of any Distribution Date, the excess of (x) the Pool Balance as of
the last day of the immediately preceding Collection Period over (y) the
aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates and the Class P Certificates
(after taking into account all distributions of principal on such Distribution
Date).
“Overcollateralization
Deficiency”: As of any Distribution Date, the excess, if any, of (x) the
Targeted Overcollateralization Amount for such Distribution Date over (y) the
Overcollateralization Amount for such Distribution Date, calculated for this
purpose after taking into account the reduction on such Distribution Date of
the
aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates resulting from the
distribution of the Principal Remittance Amount on such Distribution Date,
but
prior to taking into account any Applied Realized Loss Amounts on such
Distribution Date.
“Overcollateralization
Floor”: As of any Distribution Date, 0.50% of the aggregate Cut-off Date
Principal Balance of the Mortgage Loans.
“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 each class of Class A Certificates, Mezzanine
Certificates and Class B Certificates, will equal the lesser of (x) the Formula
Rate and (y) the Rate Cap 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)
interest on the Uncertificated Principal Balance of each REMIC 2 Regular
Interest listed in clause (y) at a rate equal to the related Uncertificated
REMIC 2 Pass-Through Rate minus the Marker Rate and the denominator of which
is
(y) the aggregate Uncertificated Principal Balance of REMIC 2 Regular Interest
LT2AA, REMIC 2 Regular Interest LT2A1, REMIC 2 Regular Interest LT2A2, REMIC
2
Regular Interest LT2A3, REMIC 2 Regular Interest LT2A4, REMIC 2 Regular Interest
LT2A5, REMIC 2 Regular Interest LT2M1, REMIC 2 Regular Interest LT2M2, REMIC
2
Regular Interest LT2M3, REMIC 2 Regular Interest LT2M4, REMIC 2 Regular Interest
LT2M5, REMIC 2 Regular Interest LT2M6, REMIC 2 Regular Interest LT2B1, REMIC
2
Regular Interest LT2B2, REMIC 2 Regular Interest LT2B3, REMIC
2
Regular Interest LT2B4
and
REMIC 2 Regular Interest LT2ZZ.
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, 100% of the interest distributable
to
the Class CE-2 Interest, expressed as a per annum rate.
With
respect to the Class CE-2 Interest, 100% of the interest distributable to the
REMIC 2 Regular Interest LT2CE2, expressed as a per annum rate.
The
Class
IO Interest shall not have a Pass-Through Rate, but interest for such Regular
Interest and each Distribution Date shall be an amount equal to 100% of the
amounts distributable to REMIC 2 Regular Interest LTIO.
The
REMIC
11 Regular Interest SWAP-IO Interest shall not have a Pass-Through Rate, but
interest for such Regular Interest and each Distribution Date shall be an amount
equal to 100% of the amounts distributable to the Class IO Interest for such
Distribution Date.
The
Class
P Certificates and the Residual Certificates will not accrue interest and
therefore will not have a Pass-Through Rate.
“Paying
Agent”: Any paying agent appointed pursuant to Section 5.05.
“Percentage
Interest”: With respect to any Certificate (other than a Class CE-1 Certificate
or Residual Certificate), a fraction, expressed as a percentage, the numerator
of which is the Initial Certificate Principal Balance, as the case may be,
represented by such Certificate and the denominator of which is the Original
Class Certificate Principal Balance of the related Class. With respect to a
Class CE-1 Certificate, the undivided percentage interest obtained by dividing
the Initial Notional Amount evidenced by such Certificate by the Original Class
CE-1 Notional Amount. With respect to the Class CE-2 Certificates or a Residual
Certificate, the portion of the Class evidenced thereby, expressed as a
percentage, as stated on the face of such Certificate; provided, however, that
the sum of all such percentages for each such Class totals 100%.
“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 Interest Rate for such
Mortgage Loan may increase or decrease (without regard to the Maximum Loan
Rate
or the Minimum Loan Rate) on such Adjustment Date from the Mortgage Interest
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 or managed by the Depositor, the Servicer, the Trustee or any of their
respective Affiliates or for which an Affiliate of the Trustee serves as an
advisor:
(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;
(i) (A)
demand and time deposits in, certificates of deposit of, bankers’ acceptances
issued by or federal funds sold by any depository institution or trust company
(including the Trustee or its agents acting in their respective commercial
capacities) incorporated under the laws of the United States of America or
any
state thereof and subject to supervision and examination by federal and/or
state
authorities, so long as, at the time of such investment or contractual
commitment providing for such investment, such depository institution or trust
company or its ultimate parent has a short term uninsured debt rating in one
of
the two highest available rating categories of S&P (i.e., A-1+ and A-1) and
Xxxxx’x and the highest available rating category of Fitch and DBRS provided
that each such investment has an original maturity of no more than 365 days
and
(B) any other demand or time deposit or deposit which is fully insured by the
FDIC;
(ii) repurchase
obligations with a term not to exceed 30 days with respect to any security
described in clause (i) above and entered into with a depository institution
or
trust company (acting as principal) rated A-1 or higher by S&P, Fitch and
DBRS and rated A2 or higher by Xxxxx’x, provided,
however,
that
collateral transferred pursuant to such repurchase obligation must be of the
type described in clause (i) above and must (A) be valued daily at current
market prices plus accrued interest or (B) pursuant to such valuation, be equal,
at all times, to 105% of the cash transferred by the Trustee in exchange for
such collateral and (C) be delivered to the Trustee or, if the Trustee is
supplying the collateral, an agent for the Trustee, in such a manner as to
accomplish perfection of a security interest in the collateral by possession
of
certificated securities;
(iii) 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 each Rating Agency in its highest long-term unsecured
rating categories at the time of such investment or contractual commitment
providing for such investment;
(iv) 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 each Rating
Agency in its highest short-term unsecured debt rating available at the time
of
such investment;
(v) units
of
money market funds registered under the Investment Company Act of 1940 including
funds managed or advised by the Trustee or affiliates thereof having the highest
rating category by the applicable Rating Agency; and
(vi) if
previously confirmed in writing to the Trustee, any other demand, money market
or time deposit, or any other obligation, security or investment, as may be
acceptable to the Rating Agencies in writing as a permitted investment of funds
backing securities having ratings equivalent to its highest initial rating
of
the Class A Certificates;
provided,
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 a non-U.S. Person.
“Person”:
Any individual, corporation, partnership, joint venture, association, joint
stock company, trust, limited liability company, unincorporated organization
or
government or any agency or political subdivision thereof.
“Pool
Balance”: As of any date of determination, the aggregate Principal Balance of
the Mortgage Loans.
“Prepayment
Assumption”: As set forth in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Prepayment Period, any prepayment premium, fee or
charge payable by the a Mortgagor in connection with any Principal Prepayment
pursuant to the terms of the related Mortgage Note.
“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 occurring between the 1st
day and
the 15th
day of
the calendar month in which such Distribution Date occurs, an amount equal
to
interest (to the extent received) at the applicable Net Mortgage Interest Rate
on the amount of such Principal Prepayment in full for the number of days
commencing on the first day of the calendar month in which such Distribution
Date occurs and ending on the date on which such prepayment is so
applied.
“Prepayment
Interest Shortfall”: 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 occurring from the first day of the related
Prepayment Period through the last day of the calendar month preceding the
month
in which such Distribution Date occurs, an amount equal to one-month’s interest
at the applicable Net Mortgage Interest Rate less any payments made by the
Mortgagor on the amount of such Principal Prepayment in full for the number
of
days commencing on the date such Principal Prepayment in full is received and
ending on the last day of the calendar month preceding the month in which such
Distribution Date occurs.
“Prepayment
Period”: With respect to any Distribution Date, the period commencing on the
16th
day of
the calendar month preceding the calendar month in which such Distribution
Date
occurs (or, in the case of the first Distribution Date, from March 1, 2007)
and
ending on the 15th
day of
the calendar month in which the related Distribution Date occurs.
“Principal
Balance”: As to any Mortgage Loan and any day, other than a Liquidated Mortgage
Loan, the related Cut-off Date Principal Balance, minus all collections credited
against the principal balance of any such Mortgage Loan and the principal
portion of Advances. For purposes of this definition, a Liquidated Mortgage
Loan
shall be deemed to have a Principal Balance equal to the Principal Balance
of
the related Mortgage Loan as of the final recovery of related Liquidation
Proceeds and a Principal Balance of zero thereafter. As to any REO Property
and
any day, the Principal Balance of the related Mortgage Loan immediately prior
to
such Mortgage Loan becoming REO Property minus any REO Principal Amortization
received with respect thereto on or prior to such day.
“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 (less amounts
available for reimbursement of Advances and Servicing Advances pursuant to
Section 3.05 and expenses reimbursable pursuant to Section 6.03) of the
following amounts to the extent of funds available therefor, with respect to
the
Mortgage Loans and the immediately preceding Collection Period: (i) each payment
of principal on a Mortgage Loan due during the related Collection Period and
received by the Servicer on or prior to the related Determination Date, and
any
Advances with respect thereto, (ii) all full and partial Principal Prepayments
received by the Servicer during the related Prepayment Period, (iii) the Net
Liquidation Proceeds allocable to principal on the Mortgage Loans and any
Subsequent Recoveries actually collected by the Servicer during the related
Prepayment Period, (iv) with respect to Defective Mortgage Loans repurchased
with respect to such Prepayment Period, the portion of the Purchase Price
allocable to principal, (v) any Substitution Adjustment Amounts received on
or
prior to the previous Determination Date and not yet distributed and (vi) on
the
Distribution Date on which the Trust is to be terminated in accordance with
Section 10.01 hereof, that portion of the Termination Price in respect of
principal.
“Private
Certificates”: Any of the Class B-4 Certificates, the Class CE-1 Certificates,
the Class CE-2 Certificates, the Class P Certificates and the Residual
Certificates.
“Property
Insurance Proceeds”: Proceeds of any title policy, hazard policy or other
insurance policy covering a Mortgage Loan, to the extent such proceeds are
received by the Servicer and are not to be applied to the restoration of the
related Mortgaged Property or released to the Mortgagor in accordance with
the
Servicer’s servicing procedures, subject to the terms and conditions of the
related Mortgage Note and Mortgage.
“Prospectus
Supplement”: That certain Prospectus Supplement dated March 23, 2007 relating to
the public offering of the Offered 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 10.01, and as confirmed by
an
Officers’ Certificate from the Servicer to the Trustee, an amount equal to the
sum of (i) 100% of the Principal Balance thereof as of the date of purchase
(or
such other price as provided in Section 10.01), (ii) in the case of (x) a
Mortgage Loan, accrued interest on such Principal Balance at the applicable
Mortgage Interest 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 and Section 4.02, through the end of the
calendar month in which the purchase is to be effected, and (y) an REO Property,
its fair market value, determined in good faith by the Servicer, (iii) any
unreimbursed Servicing Advances and Advances and any unpaid Servicing Fees,
Trustee Fees or Excess 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 Section 3.13, and
(v)
in the case of a Mortgage Loan required to be purchased pursuant to Section
2.03, expenses reasonably incurred or to be incurred by the Servicer or the
Trustee 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 by such loan of any predatory or abusive lending
law.
“Qualified
Insurer”: Any insurance company acceptable to Xxxxxx Mae or Xxxxxxx
Mac.
“Rate
Cap”: With respect to the Class A Certificates, the Mezzanine Certificates and
the Class B Certificates and any Distribution Date, (I) a per annum rate equal
to the weighted average of the Net Mortgage Interest Rates of the Mortgage
Loans
weighted on the basis of the outstanding Stated Principal Balances of the
Mortgage Loans as of the first day of the related Collection Period (adjusted
to
reflect unscheduled principal payments made thereafter during the Prepayment
Period that includes such first day) minus an amount, expressed as a per annum
rate, equal to the sum of (x) the product of (i) any Net Swap Payment owed
to
the Swap Provider divided by the aggregate Principal Balance of the Mortgage
Loans as of the first day of the related Collection Period (adjusted to reflect
unscheduled principal payments made thereafter during the Prepayment Period
that
includes such first day) and (ii) 12 and (y) the product of (i) any Swap
Termination Payment (other than any Swap Termination Payment resulting from
a
Swap Provider Trigger Event), payable by the Trust, divided by the aggregate
Principal Balance of the Mortgage Loans as of the first day of the related
Collection Period (adjusted to reflect unscheduled principal payments made
thereafter during the Prepayment Period that includes such first day) and (ii)
12, multiplied (in the case of the Floating Rate Certificates) by (II) a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Interest Accrual Period.
For
federal income tax purposes, such rate shall be expressed as (I) the weighted
average of the Uncertificated REMIC 2 Pass-Through Rates on the REMIC 2 Regular
Interests (other than REMIC 2 Regular Interest LTIO and REMIC 2 Regular Interest
LT2CE2), weighted on the basis of the Uncertificated Principal Balance of each
such REMIC 2 Regular Interest, multiplied (in the case of the Floating Rate
Certificates) by (II) 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.
“Rating
Agency or Rating Agencies”: Fitch, Moody’s, S&P and DBRS, or their
respective successors. If such agencies or their successors are no longer in
existence, “Rating Agencies” shall be such nationally recognized statistical
rating organizations as set forth on the most current list of such organizations
released by the Securities and Exchange Commission and designated by the
Depositor, notice of which designation shall be given to the Trustee and the
Servicer.
“Realized
Loss”: With respect to a Liquidated Mortgage Loan, the unpaid principal balance
thereof plus accrued and unpaid interest thereon at the mortgage rate through
the last day of the month of liquidation, less the net proceeds from the
liquidation of, and any insurance proceeds from, such mortgage loan and the
related mortgaged property. With respect to any Mortgage Loan, (i) a Deficient
Valuation and (ii) a reduction in the principal balance thereof resulting from
a
Servicer Modification.
“Realized
Loss Amortization Amount”: Any of the Class M-1 Realized Loss Amortization
Amount, the Class M-2 Realized Loss Amortization Amount, the Class M-3 Realized
Loss Amortization Amount, the Class M-4 Realized Loss Amortization Amount,
the
Class M-5 Realized Loss Amortization Amount, the Class M-6 Realized Loss
Amortization Amount, the Class B-1 Realized Loss Amortization Amount, the Class
B-2 Realized Loss Amortization Amount, the Class B-3 Realized Loss Amortization
Amount and the Class B-4 Realized Loss Amortization Amount.
“Record
Date”: With respect to the Floating Rate Certificates, the Business Day
immediately preceding such Distribution Date; provided,
however,
that if
any such Certificate becomes a Definitive Certificate, the Record Date for
such
Certificate shall be the last Business Day of the month immediately preceding
the month in which the related Distribution Date occurs. With respect to the
Fixed Rate Certificates, the Class CE-1 Certificates, the Class CE-2
Certificates, the Class P Certificates and the Residual Certificates and the
first Distribution Date, the Closing Date, and with respect to each Distribution
Date following the first Distribution Date, the last Business Day of the month
immediately preceding the month in which the related Distribution Date
occurs.
“Reference
Banks”: Those banks (i) with an established place of business in London,
England, (ii) not controlling, under the control of or under common control
with
the Depositor or the Trustee and (iii) which have been designated as such by
the
Trustee after consultation with the Depositor; provided,
however,
that if
fewer than two of such banks provide a LIBOR rate, then any leading banks
selected by the Trustee which are engaged in transactions in United States
dollar deposits in the international Eurocurrency market.
“Regular
Certificate”: Any of the Class A Certificates, the Mezzanine Certificates, the
Class B Certificates, the Class CE-1 Certificates, the Class CE-2 Certificates
or the Class P Certificates.
“Regulation
AB”: Subpart 22.1100 - Asset Backed Securities (Regulation AB), 17 C.F. R.
§§229.1100-229.1123 as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Securities
and Exchange Commission in the adopting release (Asset-Backed Securities,
Securities Release No. 33-8518, 70 Fed. Reg. 1,506, 1.531 (January 7, 2005)
or
by the staff of the Securities and Exchange Commission, or as may be provided
by
the Securities and Exchange Commission or its staff from time to
time.
“Related
Documents”: With respect to any Mortgage Loan, the related Mortgage Note,
Mortgage and other documents required by Section 2.01.
“Relief
Act”: The Servicemembers Civil Relief Act.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
Loan with respect to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended Collection Period as a result
of
the application of the Relief Act or any similar state law, the amount by which
(i) interest collectible on such Mortgage Loan during such Collection Period
is
less than (ii) one month’s interest on the Principal Balance of such Mortgage
Loan at the Mortgage Interest Rate for such Mortgage Loan before giving effect
to the application of the Relief Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
1”: 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 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, the Distribution Account (subject to the last sentence
of
this definition) 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, a REMIC election will not be made with respect to the Net WAC Rate
Carryover Reserve Account, the Supplemental Interest Trust, the Interest Rate
Swap Agreement or the Swap Account.
“REMIC
1
Regular Interests”: Any of the separate non-certificated beneficial ownership
interests in REMIC I issued hereunder and designated as a “regular interest” in
REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto.
“REMIC
2”: The segregated pool of assets consisting of all of the REMIC 1 Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the regular interests and the Class R Certificate (in respect of the Class
R-2
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
2
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Principal Balance of the
Mortgage Loans and related REO Properties then outstanding and (ii) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LT2AA
minus the Marker Rate, divided by (b) 12.
“REMIC
2
Overcollateralization Target Amount”: 1.00% of the Targeted
Overcollateralization Amount.
“REMIC
2
Overcollateralized Amount”: With respect to any date of determination, (i) 1.00%
of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
Interests minus (ii) the aggregate Uncertificated Principal Balance of REMIC
2
Regular Interest LT2A1, REMIC 2 Regular Interest LT2A2, REMIC 2 Regular Interest
LT2A3, REMIC 2 Regular Interest LT2A4, REMIC 2 Regular Interest LT2A5, REMIC
2
Regular Interest LT2M1, REMIC 2 Regular Interest LT2M2, REMIC 2 Regular Interest
LT2M3, REMIC 2 Regular Interest LT2M4, REMIC 2 Regular Interest LT2M5, REMIC
2
Regular Interest LT2M6, REMIC 2 Regular Interest LT2B1, REMIC 2 Regular Interest
LT2B2, REMIC 2 Regular Interest LT2B3 and REMIC 2 Regular Interest LT2B4, in
each case as of such date of determination.
“REMIC
2
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Principal Balance of the
Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus
a
fraction, the numerator of which is two times the aggregate Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2A1, REMIC 2 Regular Interest
LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular Interest LT2A4, REMIC
2
Regular Interest LT2A5, REMIC 2 Regular Interest LT2M1, REMIC 2 Regular Interest
LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular Interest LT2M4, REMIC
2
Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6, REMIC 2 Regular Interest
LT2B1, REMIC 2 Regular Interest LT2B2, REMIC 2 Regular Interest LT2B3 and REMIC
2 Regular Interest LT2B4, and the denominator of which is the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interest LT2A1, REMIC 2
Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular Interest
LT2A4, REMIC 2 Regular Interest LT2A5, REMIC 2 Regular Interest LT2M1, REMIC
2
Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular Interest
LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6, REMIC
2
Regular Interest LT2B1, REMIC 2 Regular Interest LT2B2, REMIC 2 Regular Interest
LT2B3, REMIC 2 Regular Interest LT2B4 and REMIC 2 Regular Interest
LT2ZZ.
“REMIC
2
Regular Interests”: Any of the separate non-certificated beneficial ownership
interests in REMIC 2 issued hereunder and designated as a “regular interest” in
REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Principal
Balance as set forth in the Preliminary Statement hereto. The following is
a
list of each of the REMIC I Regular Interests: REMIC 2 Regular Interest LT2AA,
REMIC 2 Regular Interest LT2A1, REMIC 2 Regular Interest LT2A2, REMIC 2 Regular
Interest LT2A3, REMIC 2 Regular Interest LT2A4, REMIC 2 Regular Interest LT2A5,
REMIC 2 Regular Interest LT2M1, REMIC 2 Regular Interest LT2M2, REMIC 2 Regular
Interest LT2M3, REMIC 2 Regular Interest LT2M4, REMIC 2 Regular Interest LT2M5,
REMIC 2 Regular Interest LT2M6, REMIC 2 Regular Interest LT2B1, REMIC 2 Regular
Interest LT2B2, REMIC 2 Regular Interest LT2B3, REMIC 2 Regular Interest LT2B4,
REMIC 2 Regular Interest LT2P, REMIC 2 Regular Interest LT2IO and REMIC 2
Regular Interest LT2ZZ.
“REMIC
3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the regular interests and the Class R Certificate (in respect of the Class
R-3
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
3
Regular Interests”: The Class B-1 Interest, the Class B-2 Interest, the Class
B-3 Interest, the Class B-4 Interest, the Class CE-1 Interest, the Class CE-2
Interest, the Class P Interest and the Class IO Interest.
“REMIC
4”: The segregated pool of assets consisting of the Class B-1 Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class B-1
Certificates and the Class R-X Certificate (in respect of the Class R-4
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
5”: The segregated pool of assets consisting of the Class B-2 Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class B-2
Certificates and the Class R-X Certificate (in respect of the Class R-5
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
6”: The segregated pool of assets consisting of the Class B-3 Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class B-3
Certificates and the Class R-X Certificate (in respect of the Class R-6
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
7”: The segregated pool of assets consisting of the Class B-4 Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class B-4
Certificates and the Class R-X Certificate (in respect of the Class R-7
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
8”: The segregated pool of assets consisting of the Class CE-1 Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class CE-1
Certificates and the Class R-X Certificate (in respect of the Class R-8
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
9”: The segregated pool of assets consisting of the Class CE-2 Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class CE-2
Certificates and the Class R-X Certificate (in respect of the Class R-9
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
10”: The segregated pool of assets consisting of the Class P Interest conveyed
in trust to the Trustee, for the benefit of the Holders of the Class P
Certificates and the Class R-X Certificate (in respect of the Class R-10
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
11”: The segregated pool of assets consisting of the Class IO Interest conveyed
in trust to the Trustee, for the benefit of the Holders of REMIC 11 Regular
Interest SWAP IO and the Class R-X Certificate (in respect of the Class R-11
Interest), pursuant to Article II hereunder, 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
Subchapter M of Chapter 1 of the Code, and related provisions, and regulations
and rulings promulgated thereunder, as the foregoing may be in effect from
time
to time.
“REMIC
Regular Interests”: The REMIC 1 Regular Interests, the REMIC 2 Regular Interests
and the REMIC 3 Regular Interests.
“Remittance
Report”: A report prepared by the Servicer and delivered to the Trustee pursuant
to Section 4.07 in a form mutually agreed upon by the Servicer and the Trustee,
containing the information attached hereto as Exhibit M.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of the
Trust Fund.
“REO
Principal Amortization”: With respect to any REO Property, for any calendar
month, the aggregate of all amounts received in respect of such REO Property
during such calendar month, whether in the form of rental income, sale proceeds
(including, without limitation, that portion of the Termination Price paid
in
connection with a purchase of all of the Mortgage Loans and REO Properties
pursuant to Section 10.01 that is allocable to such REO Property) or otherwise,
net of any portion of such amounts (i) payable pursuant to Section 3.13 in
respect of the proper operation, management and maintenance of such REO Property
or (ii) payable or reimbursable to the Servicer pursuant to Section 3.13 for
unpaid Servicing Fees or Excess Servicing Fees in respect of the related
Mortgage Loan and unreimbursed Servicing Advances and Advances in respect of
such REO Property or the related Mortgage Loan.
“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
3.13.
“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) a one-family dwelling, (ii) a two- to
four-family dwelling, (iii) a one-family dwelling unit in a Xxxxxx Xxx eligible
condominium project, (iv) a one-family dwelling in a planned unit development,
which is not a co-operative, or (v) a 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 each REMIC within the
meaning of Section 860G(a)(2) of the Code.
“Responsible
Officer”: Any officer assigned to the Corporate Trust Division (or any successor
thereto) of the Trustee, including any Vice President, Assistant Vice President,
Trust Officer, any Assistant Secretary, any trust officer or any other officer
of the Trustee customarily performing functions similar to those performed
by
any of the above designated officers and in each case having direct
responsibility for the administration of this Agreement.
“Reuters
Screen LIBOR01 Page” means 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, a division of The XxXxxx-Xxxx Companies, Inc., and its
successors, and if such company shall for any reason no longer perform the
functions of a securities rating agency, “S&P” shall be deemed to refer to
any other “nationally recognized statistical rating organization” as set forth
on the most current list of such organizations released by the Securities and
Exchange Commission.
“Senior
Enhancement Percentage”: For any Distribution Date, the percentage obtained by
dividing (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Mezzanine Certificates and the Class B Certificates and (ii) the
Overcollateralization Amount, in each case before taking into account the
distribution of the Principal Remittance Amount and the Extra Principal
Distribution Amount on such Distribution Date by (y) the Pool Balance as of
the
last day of the related Collection Period (after giving effect to scheduled
payments of principal due during the related Collection Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period).
“Senior
Principal Distribution Amount”: As of any Distribution Date on or after the
Stepdown Date and as long as a Trigger Event is not in effect, the excess of
(x)
the aggregate Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 58.00% and (ii) the Principal Balance of the Mortgage Loans
as of
the last day of the related Collection Period (after giving effect to scheduled
payments of principal due during the related Collection Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (B) the Principal Balance of the Mortgage
Loans as of the last day of the related Collection Period (after giving effect
to scheduled payments of principal due during the related Collection Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) minus the Overcollateralization
Floor, but in no event less than zero.
“Servicer”:
Xxxxxx Loan Servicing LP, a Delaware limited partnership, or any successor
servicer appointed as herein provided, in its capacity as Servicer
hereunder.
“Servicer
Affiliate”: A Person (i) controlling, controlled by or under common control with
the Servicer or which is 50% or more owned by the Servicer and (ii) which is
qualified to service residential mortgage loans.
“Servicer
Event of Termination”: One or more of the events described in Section
7.01.
“Servicer
Modification”: With respect to any Mortgage Loan in default, or where default is
reasonably foreseeable, is a modification permitted by the Servicer of such
Mortgage Loan to reduce its principal balance and/or extend its term to a term
not longer than the latest maturity date of any other Mortgage Loan. Any such
principal reduction will constitute a Realized Loss at the time of such
reduction. An extension of the term will not result in a Realized Loss unless
coupled with a principal reduction.
“Servicer
Remittance Date”: With respect to any Distribution Date, one Business Day prior
to such Distribution Date.
“Servicing
Advances”: All customary, reasonable and necessary “out of pocket” costs and
expenses (including legal fees) incurred by the Servicer in the performance
of
its servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of the REO Property, (iv) compliance with the
obligations under Section 3.08 and (v) rebating any points and fees that are
to
be reimbursed to a Mortgagor due to a Principal Prepayment.
“Servicing
Criteria”: As defined in Section 3.20(a).
“Servicing
Fee”: With respect to each Mortgage Loan (including each REO Property) and for
any calendar month, an amount equal to one month’s interest (or in the event of
any payment of interest which accompanies a Principal Prepayment in full made
by
the Mortgagor during such calendar month, interest for the number of days
covered by such payment of interest) at the Servicing Fee Rate on the same
principal amount on which interest on such Mortgage Loan accrues for such
calendar month.
“Servicing
Fee Rate”: So long as Xxxxxx Loan Servicing LP is the Servicer, with respect to
each Mortgage Loan, 0.15% per annum. At anytime Xxxxxx Loan Servicing LP is
not
the Servicer and with respect to each Mortgage Loan, 0.50% per
annum.
“Servicing
Officer”: Any officer of the Servicer involved in, or responsible for, the
administration and servicing of Mortgage Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Servicer
to
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, including JPMorgan Chase Bank, National Association as
the
representative of certain lenders.
“Servicing
Standard”: Shall mean the standards set forth in Section 3.01.
“Special
Hazard Losses”: Realized Losses that result from direct physical damage to
Mortgaged Properties caused by natural disasters and other hazards (i) which
are
not covered by hazard insurance policies (such as earthquakes) and (ii) for
which claims have been submitted and rejected by the related hazard insurer
and
any shortfall in insurance proceeds for partial damage due to the application
of
the co-insurance clauses contained in hazard insurance policies.
“Sponsor”:
Credit-Based Asset Servicing and Securitization LLC, or its successor in
interest, in its capacity as seller under the Mortgage Loan Purchase
Agreement.
“Startup
Day”: As defined in Section 9.01(b) hereof.
“Stayed
Funds”: Any payment required to be made under the terms of the Certificates and
this Agreement but which is not remitted by the Servicer because the Servicer
is
the subject of a proceeding under the Bankruptcy Code and the making of such
remittance is prohibited by Section 362 of the Bankruptcy Code.
“Stepdown
Date”: The earlier to occur of (x) the Distribution Date on which the aggregate
Certificate Principal Balance of the Class A Certificates is zero and (y) the
later to occur of (A) the Distribution Date in April 2010 and (B) the first
Distribution Date on which the Senior Enhancement Percentage is greater than
or
equal to 42.00%.
“Subordinate
Principal Distribution Amount”: The Class M-1 Principal Distribution Amount,
Class M-2 Principal Distribution Amount, Class M-3 Principal Distribution
Amount, Class M-4 Principal Distribution Amount, Class M-5 Principal
Distribution Amount, Class M-6 Principal Distribution Amount, Class B-1
Principal Distribution Amount, Class B-2 Principal Distribution Amount, Class
B-3 Principal Distribution Amount or Class B-4 Principal Distribution Amount,
as
applicable.
“Subsequent
Recoveries”: As of any Distribution Date, amounts received by the Servicer (net
of any expenses permitted to be reimbursed pursuant to Section 3.05) or surplus
amounts held by the Servicer to cover estimated expenses (including, but not
limited to, recoveries in respect of the representations and warranties made
by
the Sponsor pursuant to the Mortgage Loan Purchase Agreement) specifically
related to a Mortgage Loan that was the subject of a Final Recovery
Determination or an REO Disposition prior to the related Prepayment Period
that
resulted in a Realized Loss.
“Substitution
Adjustment Amount”: As defined in Section 2.03(d) hereof.
“Supplemental
Interest Trust”: The corpus of a trust created pursuant to Section 4.09 of this
Agreement and designated as the “Supplemental Interest Trust,” consisting of the
Interest Rate Swap Agreement, the Swap Account and the right to receive any
Net
Swap Payment and Swap Termination Payments from the Swap Provider, subject
to
the obligation to pay the amounts specified in Section 4.09. The Supplemental
Interest Trust is not an asset of any REMIC created hereunder.
“Supplemental
Interest Trust Trustee”: The Trustee, in its capacity as supplemental interest
trust trustee of the Supplemental Interest Trust.
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.09. The Swap Account must be an Eligible Account.
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Rate Cap due to a
discrepancy between the Uncertificated Notional Amount of REMIC 11 Regular
Interest SWAP IO and the scheduled notional amount.
“Swap
LIBOR”:
A per annum rate equal to the floating rate payable by the Swap Provider under
the Swap Agreement.
“Swap
Provider”: Barclays Bank PLC.
“Swap
Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
an Event of Default under the Interest Rate Swap Agreement with respect to
which
the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap
Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
(other than illegality or a tax event) with respect to which the Swap Provider
is the sole Affected Party (as defined in the Interest Rate Swap Agreement)
or
(iii) an Additional Termination Event under the Interest Rate Swap Agreement
with respect to which the Swap Provider is the sole Affected Party.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“Targeted
Overcollateralization Amount”: As of any Distribution Date, (a) prior to the
Stepdown Date, 3.00% of the Cut-off Date Principal Balance of the Mortgage
Loans, (b) on or after the Stepdown Date, provided a Trigger Event is not in
effect, the greater of (i) 6.00% of the Pool Balance as of the last day of
the
related Collection Period (after giving effect to scheduled payments of
principal due during the related Collection Period, to the extent received
or
advanced, and unscheduled collections of principal received during the related
Prepayment Period) and (ii) 0.50% of the Cut-off Date Principal Balance of
the
Mortgage Loans and (c) on or after Stepdown Date if a Trigger Event is in
effect, the Targeted Overcollateralization Amount for the immediately preceding
Distribution Date. On and after any Distribution Date following the reduction
of
the aggregate Certificate Principal Balance of the Class A Certificates,
Mezzanine Certificates and Class B Certificates to zero, the
Overcollateralization Target Amount will be zero.
“Tax
Matters Person”: The tax matters person appointed pursuant to Section 9.01(e)
hereof.
“Tax
Returns”: The federal income tax returns 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 the REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on
behalf of the Trust for each of the REMICs created pursuant to this Agreement
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 10.01(a) hereof.
“Trigger
Event”: With respect to any Distribution Date a Trigger Event is in effect, if
(i) the six-month rolling average of 60+ Day Delinquent Loans (divided by the
aggregate Principal Balance of the Mortgage Loans as of the last day of the
previous calendar month) equals or exceeds 38.10% of the Senior Enhancement
Percentage or (ii) the aggregate amount of Realized Losses incurred since the
Cut-off Date through the last day of the related Collection Period (reduced
by
the amount of Subsequent Recoveries received since the Cut-off Date through
the
last day of the related Collection Period) divided by the Pool Balance exceeds
the applicable percentages set forth below with respect to such distribution
date:
|
Distribution
Date Occurring In
|
Percentage
|
|
|
April
2009 through March 2010
|
1.10%
|
|
|
April
2010 through March 2011
|
3.15%
|
|
|
April
2011 through March 2012
|
5.05%
|
|
|
April
2012 through March 2013
|
6.55%
|
|
|
April
2013 through March 2014
|
7.45%
|
|
|
April
2014 and thereafter
|
7.55%
|
“Trust”:
C-BASS Mortgage Loan Trust 2007-CB3, the trust created hereunder.
“Trust
Fund”: All of the assets of the Trust, which is the trust created hereunder
consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, REMIC 7,
REMIC 8, REMIC 9, REMIC 10, REMIC 11, the Interest Rate Swap Agreement, the
Swap
Account and the Net WAC Rate Carryover Reserve Account.
“Trustee”:
U.S. Bank National Association, a national banking association, or any successor
Trustee appointed as herein provided.
“Trustee
Fee”: With respect to any Distribution Date, the product of (x) one twelfth of
the Trustee Fee Rate and (y) the aggregate Principal Balance of all Mortgage
Loans as of the opening of business on the first day of the related Collection
Period.
“Trustee
Fee Rate”: With respect to any Distribution Date, 0.0075% per annum.
“Uncertificated
Accrued Interest”: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month’s interest at the related
Uncertificated Pass-Through Rate on the Uncertificated Principal Balance of
such
REMIC Regular Interest. In each case, Uncertificated Accrued Interest will
be
reduced by any Prepayment Interest Shortfalls and Relief Act Interest Shortfalls
(allocated to such REMIC Regular Interests based on their respective
entitlements to interest irrespective of any Prepayment Interest Shortfalls
and
Relief Act Interest Shortfalls for such Distribution Date).
“Uncertificated
Notional Amount”: With respect to REMIC 2 Regular Interest LT2IO and each
Distribution Date listed below, the aggregate Uncertificated Principal Balance
of the REMIC 1 Regular Interests ending with the designation “A” listed
below:
|
Distribution
Date
|
REMIC
2 Regular Interests
|
|
|
1st
through 34th
|
I-1-A
through I-14-A
|
|
|
35th
through 38th
|
I-2-A
through X-00-X
|
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
|
00
|
X-0-X
through X-00-X
|
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
|
00
|
X-0-X
through X-00-X
|
|
|
00
|
X-0-X
through X-00-X
|
|
|
00
|
X-0-X
xxxxxxx X-00-X
|
|
|
00
|
X-0-X
through I-14-A
|
|
|
46
|
I-10-A
through I-14-A
|
|
|
47
|
I-11-A
through I-14-A
|
|
|
48
|
I-12-A
through I-14-A
|
|
|
49
|
I-13-A
and I-14-A
|
|
|
50
|
I-14-A
|
|
|
thereafter
|
$0.00
|
With
respect to the Class IO Interest and any Distribution Date, an amount equal
to
the Uncertificated Notional Amount of the REMIC 2 Regular Interest
LT2IO.
With
respect to the Class CE-2 Certificates and any Distribution Date, the
Uncertificated Notional Amount of the Class CE-2 Interest and such Distribution
Date.
With
respect to the Class CE-2 Interest and any Distribution Date, the Uncertificated
Notional Amount of the REMIC 2 Regular Interest LT2CE2 for such Distribution
Date.
With
respect to REMIC 2 Regular Interest LT2CE2 and any Distribution Date, the
Uncertificated Notional Amount of the REMIC 1 Regular Interest I-CE-2.
With
respect to REMIC 1 Regular Interest I-CE-2 and any Distribution Date, the sum
of
the aggregate principal balances of the Mortgage Loans serviced by Xxxxxx Loan
Servicing LP pursuant to the terms of this Agreement for such Distribution
Date.
“Uncertificated
Principal Balance”: With respect to each REMIC Regular Interest, the amount of
such REMIC Regular Interest outstanding as of any date of determination. As
of
the Closing Date, the Uncertificated Principal Balance of each REMIC Regular
Interest shall equal the amount set forth in the Preliminary Statement hereto
as
its initial Uncertificated Principal Balance. On each Distribution Date, the
Uncertificated Principal 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 4.03 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.03, and the Uncertificated Principal Balance
of
REMIC 2 Regular Interest LT2ZZ shall be increased by interest deferrals as
provided in Section 4.03. The Uncertificated Principal Balance of each REMIC
Regular Interest that has an Uncertificated Principal Balance shall never be
less than zero. 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 2 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates, the Class B Certificates and the Class P Certificates
then outstanding.
“Uncertificated
REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest I and REMIC
1 Regular Interest P, a per annum rate equal to the weighted average of the
Net
Mortgage Interest Rates of the Mortgage Loans. With respect to each REMIC 1
Regular Interest ending with the designation “A”, a per annum rate equal to the
weighted average of the Net Mortgage Interest Rates of the Mortgage Loans
multiplied by 2, subject to a maximum rate of 9.760%. With respect to each
REMIC
1 Regular Interest ending with the designation “B”, the greater of (x) a per
annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted
average of the Net Mortgage Interest Rates of the Mortgage Loans over (ii)
9.760% and (y) 0.00%. With respect to REMIC 1 Regular Interest I-CE-2, a
weighted average per annum rate, determined on a Mortgage Loan by Mortgage
Loan
basis (and solely with respect to the Mortgage Loans serviced
by Xxxxxx Loan Servicing LP pursuant to the terms of this Agreement), equal
to
the excess, if any, of (i) the excess of (a) the Mortgage Interest Rate for
each
such Mortgage Loan over (b) the sum of the (y) Servicing Fee Rate and (z)
Trustee Fee Rate, over (ii) the Net Mortgage Interest Rate of each such Mortgage
Loan.
“Uncertificated
REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest LTAA, REMIC
2 Regular Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest
LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTA5, REMIC 2
Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2
Regular Interest LTM6, REMIC 2 Regular Interest LTB1, REMIC 2 Regular Interest
LTB2, REMIC 2 Regular Interest LTB3, REMIC 2 Regular Interest LTB4, REMIC 2
Regular Interest LTZZ and REMIC 2 Regular Interest LT2P, a
per
annum rate (but not less than zero) equal to the weighted average of (v) with
respect to REMIC 1 Regular Interest I and REMIC 1 Regular Interest P, the
Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests
for
each such Distribution Date, (w) with respect to REMIC 1 Regular Interests
ending with the designation “B”, the weighted average of the Uncertificated
REMIC 1 Pass-Through Rates for such REMIC 1 Regular Interests, weighted on
the
basis of the Uncertificated Principal Balance of such REMIC 1 Regular Interests
for each such Distribution Date and (x) with respect to REMIC 1 Regular
Interests ending with the designation “A”, for each Distribution Date listed
below, the weighted average of the rates listed below for each such REMIC 1
Regular Interest listed below, weighted on the basis of the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest for each such
Distribution Date:
|
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
||
|
1st
through 34th
|
I-1-A
through I-14-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
35th
through 38th
|
I-2-A
through I-14-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
39
|
I-3-A
through I-14-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
and I-2-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
40
|
I-4-A
through I-14-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
41
|
I-5-A
through I-14-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
42
|
I-6-A
through I-14-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
43
|
I-7-A
through I-14-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
44
|
I-8-A
through I-14-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
45
|
I-9-A
through I-14-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
46
|
I-10-A
through I-14-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
47
|
I-11-A
through I-14-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
48
|
I-12-A
through I-14-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
49
|
I-13-A
and I-14-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-12-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
50
|
I-14-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
|
I-1-A
through I-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
|
thereafter
|
I-1-A
through I-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
With
respect to REMIC 2 Regular Interest LT2IO, and (a) the first 50 Distribution
Dates, the excess of (i) the Uncertificated REMIC 1 Pass-Through Rates for
REMIC
1 Regular Interests ending with the designation “A” over (ii) 2 multiplied by
Swap LIBOR, and (b) thereafter 0.00%.
The
REMIC
2 Regular Interest LT2CE2 shall not have a Pass-Through Rate, but interest
for
such Regular Interest and each Distribution Date shall be an amount equal to
100% of the amounts distributable on REMIC 1 Regular Interest
I-CE-2.
“Underwriters”:
Citigroup Global Markets Inc., Greenwich Capital Markets, Inc. and SG Americas
Securities, LLC, Inc., as underwriters with respect to the Offered
Certificates.
“United
States Person” or “U.S. Person”: (i) A citizen or resident of the United States,
(ii) a corporation, partnership or other entity treated as a corporation or
partnership for United States federal income tax purposes organized in or under
the laws of the United States or any state thereof or the District of Columbia
(unless, in the case of a partnership, Treasury regulations provide otherwise)
or (iii) an estate the income of which is includible in gross income for United
States tax purposes, regardless of its source, or (iv) 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 authority
to control all substantial decisions of the trust. Notwithstanding the preceding
sentence, to the extent provided in Treasury regulations, certain Trusts in
existence on August 20, 1996, and treated as United States persons prior to
such
date, that elect to continue to be treated as United States persons will also
be
a U.S. Person.
“Unpaid
Realized Loss Amount”: For any Class of Mezzanine Certificate or Class B
Certificate and as to any Distribution Date, the excess of (x) the aggregate
Applied Realized Loss Amounts applied with respect to such Class for all prior
Distribution Dates over (y) the aggregate Realized Loss Amortization Amounts
with respect to such Class for all prior Distribution Dates and reduced by
the
amount of the increase in the related Certificate Principal Balance due to
the
receipt of Subsequent Recoveries as provided in Section 4.02.
“Value”:
With respect to any Mortgaged Property, the value thereof as determined by
an
independent appraisal made at the time of the origination of the related
Mortgage Loan or the sale price, if the appraisal is not available; except
that,
with respect to any Mortgage Loan that is a purchase money mortgage loan, the
lesser of (i) the value thereof as determined by an independent appraisal made
at the time of the origination of such Mortgage Loan, if any, and (ii) the
sales
price of the related Mortgaged Property.
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. The Voting Rights allocated among Holders of
the
Class A Certificates, the Mezzanine Certificates and the Class B Certificates
shall be 98%, and shall be allocated among each such Class according to the
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of all the Certificates of such Class then
outstanding and the denominator of which is the aggregate Certificate Principal
Balance of all the Class A Certificates, the Mezzanine Certificates and the
Class B Certificates then outstanding. The Voting Rights allocated among Holders
of the Class CE-1 Certificates shall be 1%, and shall be allocated among each
such Class according to the fraction, expressed as a percentage, the numerator
of which is the Certificate Principal Balance of all the Certificates of such
Class then outstanding and the denominator of which is the aggregate Certificate
Principal Balance of all the Class CE-1 Certificates then outstanding. The
Voting Rights allocated among Holders of the Class P Certificates shall be
1%,
and shall be allocated among each such Class according to the fraction,
expressed as a percentage, the numerator of which is the Certificate Principal
Balance of all the Certificates of such Class then outstanding and the
denominator of which is the aggregate Certificate Principal Balance of all
the
Class P Certificates then outstanding. The Voting Rights allocated to each
such
Class of Certificates shall be allocated among all holders of each such Class
in
proportion to the outstanding Certificate Principal Balance of such
Certificates; provided,
however,
that
any Certificate registered in the name of the Servicer, the Depositor, the
Trustee or any of its respective affiliates shall not be included in the
calculation of Voting Rights; provided that only such Certificates as are known
by a Responsible Officer of the Trustee to be so registered will be so excluded.
“Written
Order to Authenticate”: A written order by which the Depositor directs the
Trustee to execute, authenticate and deliver the Certificates.
| Section 1.02 |
Accounting.
|
Unless
otherwise specified herein, for the purpose of any definition or calculation,
whenever amounts are required to be netted, subtracted or added or any
distributions are taken into account such definition or calculation and any
related definitions or calculations shall be determined without duplication
of
such functions.
| Section 1.03 |
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the amount of the Accrued Certificate Interest for
the
Class A Certificates, the Mezzanine Certificates, the Class B Certificates
and
the Class CE-1 Certificates for any Distribution Date, (1) the aggregate amount
of any Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated first, among the Class CE-1 Certificates on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
Pass-Through Rate on the Notional Amount thereof and, thereafter, among the
Class A Certificates, the Mezzanine Certificates and the Class B 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 and (2) the aggregate amount of any Realized Losses and
Net WAC Rate Carryover Amounts incurred for any Distribution Date shall be
allocated among the Class CE-1 Certificates on a pro
rata
basis
based on, and to the extent of, one month’s interest at the then applicable
Pass-Through Rate on the Notional Amount thereof.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 1 Regular Interests for any Distribution Date the aggregate amount of
any
Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans shall be allocated first, to REMIC
1
Regular Interest I and to the REMIC 1 Regular Interests ending with the
designation “B”, pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 1 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 1 Regular Interest, and then, to REMIC
1
Regular Interests ending with the designation “A”, pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 1 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 1 Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 2 Regular Interests for any Distribution Date, the aggregate amount of
any
Prepayment Interest Shortfalls and the aggregate amount of any Relief Act
Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated among REMIC 2 Regular Interest LT2AA,
REMIC
2 Regular Interest LT2A1, REMIC 2 Regular Interest LT2A2, REMIC 2 Regular
Interest LT2A3, REMIC 2 Regular Interest LT2A4, REMIC 2 Regular Interest LT2A5,
REMIC 2 Regular Interest LT2M1, REMIC 2 Regular Interest LT2M2, REMIC 2 Regular
Interest LT2M3, REMIC 2 Regular Interest LT2M4, REMIC 2 Regular Interest LT2M5,
REMIC 2 Regular Interest LT2M6, REMIC 2 Regular Interest LT2B1, REMIC 2 Regular
Interest LT2B2, REMIC 2 Regular Interest LT2B3 and REMIC 2 Regular Interest
LT2B4 and REMIC 2 Regular Interest LT2ZZ, pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 2 Pass-Through Rate on the respective Uncertificated
Principal Balance of each such REMIC 2 Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 3 Regular Interests for any Distribution Date, the aggregate amount of
any
Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred
in respect of the Mortgage Loans for any Distribution Date shall be allocated
to
the Class B-1 Interest to the extent allocated to the Class B-1 Certificates,
to
the Class B-2 Interest to the extent allocated to the Class B-2 Certificates,
to
the Class B-3 Interest to the extent allocated to the Class B-3 Certificates,
to
the Class B-4 Interest to the extent allocated to the Class B-4 Certificates
and
to the Class CE-1 Certificates to the extent allocated to the Class CE
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, on behalf of
the
Trust, 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 (i) each Mortgage Loan identified on
the
Mortgage Loan Schedule, including the related Cut-off Date Principal Balance,
all interest accruing thereon after the Cut-off Date and all collections in
respect of interest and principal due after the Cut-off Date; (ii) property
which secured each such Mortgage Loan and which has been acquired by foreclosure
or deed in lieu of foreclosure; (iii) its interest in any insurance policies
in
respect of the Mortgage Loans; (iv) all proceeds of any of the foregoing; (v)
the rights of the Depositor under the Mortgage Loan Purchase Agreement, (vi)
the
right to receive any amounts payable under the Interest Rate Swap Agreement
and
(vii) all other assets included or to be included in the Trust Fund. Such
assignment includes all interest and principal due to the Depositor or the
Servicer after the Cut off Date with respect to the Mortgage Loans.
In
connection with such transfer and assignment, the Sponsor, on behalf of the
Depositor, does hereby deliver or cause to be delivered to, and deposit with
the
Custodian on behalf of the Trustee, the following documents or instruments
with
respect to each Mortgage Loan (a “Mortgage File”) so transferred and
assigned:
|
(i)
|
the
original Mortgage Note, endorsed either (A) in blank or (B) in the
following form: “Pay to the order of U.S. Bank National Association, as
Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB3, without recourse,” or with respect to any lost Mortgage Note, an
original Lost Note Affidavit, together with a copy of the related
Mortgage
Note;
|
|
(ii)
|
the
original Mortgage with evidence of recording thereon, and the original
recorded power of attorney, if the Mortgage was executed pursuant
to a
power of attorney, with evidence of recording thereon or, if such
Mortgage
or power of attorney has been submitted for recording but has not
been
returned from the applicable public recording office, has been lost
or is
not otherwise available, a copy of such Mortgage or power of attorney,
as
the case may be, certified to be a true and complete copy of the
original
submitted for recording;
|
|
(iii)
|
an
original Assignment of Mortgage, in form and substance acceptable
for
recording. The Mortgage shall be assigned either (A) in blank or
(B) to
“U.S. Bank National Association, as Trustee for the C-BASS Mortgage
Loan
Asset-Backed Certificates, Series 2007-CB3, without
recourse”;
|
|
(iv)
|
an
original or a certified copy of any intervening assignment of Mortgage
showing a complete chain of
assignments;
|
|
(v)
|
the
original or a certified copy of lender’s title insurance policy;
and
|
|
(vi)
|
the
original or copies of each assumption, modification, written assurance
or
substitution agreement, if any.
|
If
any of
the documents referred to in Section 2.01(ii), (iii) or (iv) above has as of
the
Closing Date been submitted for recording but either (x) has not been returned
from the applicable public recording office or (y) has been lost or such public
recording office has retained the original of such document, the obligations
of
the Sponsor to deliver such documents shall be deemed to be satisfied upon
(1)
delivery to the Custodian no later than the Closing Date, of a copy of each
such
document certified by the Sponsor in the case of (x) above or the applicable
public recording office in the case of (y) above to be a true and complete
copy
of the original that was submitted for recording and (2) if such copy is
certified by the Sponsor, delivery to the Custodian, promptly upon receipt
thereof of either the original or a copy of such document certified by the
applicable public recording office to be a true and complete copy of the
original. The Sponsor shall deliver or cause to be delivered to the Custodian
promptly upon receipt thereof any other 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 or modification
of
any Mortgage Loan.
Upon
discovery or receipt of notice of any materially defective document in, or
that
a document is missing from, a Mortgage File, the Sponsor shall have 120 days
to
cure such defect or 150 days following the Closing Date, in the case of missing
Mortgages or Assignments or deliver such missing document to the Trustee or
the
Custodian. If the Sponsor does not cure such defect or deliver such missing
document within such time period, the Sponsor shall either repurchase or
substitute for such Mortgage Loan in accordance with Section 2.03.
The
Servicer shall cause the Assignments of Mortgage which were delivered in blank
to be completed and shall cause all Assignments referred to in Section 2.01(iii)
hereof and, to the extent necessary, in Section 2.01(iv) hereof to be recorded.
The Servicer shall be required to deliver such assignments for recording within
30 days of the Closing Date. The Servicer shall furnish the Trustee, or its
designated agent, with a copy of each Assignment of Mortgage submitted for
recording. In the event that any such Assignment is lost or returned unrecorded
because of a defect therein, the Servicer shall promptly have a substitute
Assignment prepared or have such defect cured, as the case may be, and
thereafter cause each such Assignment to be duly recorded.
In
the
event that any Assignments of Mortgage are not recorded or are improperly
recorded, neither the Trustee nor the Servicer shall have any liability for
its
failure to receive or act on notices not received related to such Assignment
of
Mortgage.
In
the
event that any Mortgage Note is endorsed in blank as of the Closing Date,
promptly following the Closing Date the Servicer shall cause to be completed
such endorsements in the following form: “Pay to the order of U.S. Bank National
Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates,
Series 2007-CB3, without recourse.”
The
Depositor herewith delivers to the Trustee executed copies of the Mortgage
Loan
Purchase Agreement.
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.
The
Sponsor hereby directs the Trustee, solely as Supplemental Interest Trust
Trustee and not in its individual capacity, to execute, deliver and perform
its
obligations under the Interest Rate Swap Agreement. The Depositor, the Sponsor,
the Servicer and the Holders of the Class A Certificates, the Mezzanine
Certificates and the Class B Certificates by their acceptance of such
Certificates acknowledge and agree that (i) the Trustee shall execute, deliver
and perform its obligations under the Interest Rate Swap Agreement and shall
do
so solely in its capacity as Supplemental Interest Trust Trustee on behalf
of
the Supplemental Interest Trust, and not in its individual capacity, and (ii)
the Trustee shall have no responsibility for the contents, adequacy or
sufficiency of the Interest Rate Swap Agreement, including, without limitation,
any covenants, representations and warranties contained therein. Any funds
payable by the Supplemental Interest Trust or Party B under the Interest Rate
Swap Agreement at closing shall be paid by the Sponsor. Notwithstanding anything
to the contrary contained herein or in the Interest Rate Swap Agreement, neither
the Trustee nor the Supplemental Interest Trust Trustee shall be required to
make any payments to the Swap Provider under the Interest Rate Swap Agreement
except to the extent amounts are available therefor in the Swap Account in
accordance with this Agreement. Every provision of this Agreement relating
to
the conduct or affecting the liability of or affording protection to the Trustee
shall apply to the Trustee’s execution of and performance of any obligations
under the Interest Rate Swap Agreement in its capacity as Supplemental Interest
Trust Trustee.
| Section 2.02 |
Acceptance
by the Trustee.
|
The
Trustee acknowledges the receipt by the Custodian on its behalf, subject to
the
provisions of Section 2.01 and subject to the review described below and any
exceptions noted on the exception report described in the next paragraph below,
the documents referred to in Section 2.01 above and all other assets included
in
the definition of “Trust Fund” and declares that the Custodian on behalf of the
Trust holds and will hold such documents and the other documents delivered
to it
constituting a Mortgage File pursuant to the Custodial Agreement, and that
the
Custodian on behalf of the Trust 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 agrees to cause the Custodian pursuant to the Custodial Agreement to
execute and deliver to the Depositor on or prior to the Closing Date an
acknowledgment of receipt of the original Mortgage Note (with any exceptions
noted), substantially in the form attached as Exhibit F-3 hereto.
The
Trustee agrees, for the benefit of the Certificateholders, to review (or cause
the Custodian to review pursuant to the Custodial Agreement) each Mortgage
File
within 60 days after the Closing Date (or, with respect to any document
delivered after the Startup Day, within 60 days of receipt and with respect
to
any Qualified Substitute Mortgage, within 60 days after the assignment thereof)
and to certify (or cause the Custodian to certify) in substantially the form
attached hereto as Exhibit F-1 that, as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
Mortgage Loan specifically identified in the exception report annexed thereto
as
not being covered by such certification), (i) all documents required to be
delivered to it pursuant to Section 2.01 of this Agreement are in its
possession, (ii) such documents have been reviewed by it and have not been
mutilated, damaged or torn and relate to such Mortgage Loan, (iii) based on
its
examination and only as to the foregoing, the information set forth in the
Mortgage Loan Schedule that corresponds to items (1), (2), (3), (5), (13) and
(22) (but only as to whether the Mortgage Loan has a Prepayment Charge) of
the
Mortgage Loan Schedule accurately reflects information set forth in the Mortgage
File, (iv) all Assignments of Mortgage or intervening assignments of mortgage,
as applicable, have been submitted for recording and (v) each Mortgage Note has
been endorsed as provided in Section 2.01(i) of this Agreement and each Mortgage
has been assigned in accordance with Section 2.01(iii) of this Agreement. It
is
herein acknowledged that, in conducting such review, the Custodian is under
no
duty or obligation to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that they are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be
on
their face.
Prior
to
the first anniversary date of this Agreement the Trustee shall deliver (or
cause
the Custodian to deliver) to the Depositor and the Servicer a final
certification in the form annexed hereto as Exhibit F-2 evidencing the
completeness of the Mortgage Files, with any applicable exceptions noted
thereon.
If
in the
process of reviewing the Mortgage Files and making or preparing, as the case
may
be, the certifications referred to above, the Trustee (or the Custodian, as
applicable) finds any document or documents constituting a part of a Mortgage
File to be missing or defective in any material respect, at the conclusion
of
its review the Trustee, upon its notification by the Custodian, if applicable,
shall so notify the Sponsor, the Depositor, the Trustee and the Servicer. In
addition, upon the discovery by the Sponsor, Depositor, the Trustee or the
Servicer (or upon receipt by the Trustee of written notification of such breach)
of a breach of any of the representations and warranties made by the Sponsor
in
the related 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 and the Related Documents,
conveying good title thereto free and clear of any liens and encumbrances,
from
the Depositor to the Trustee 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, on behalf of the
Trust, a first priority perfected security interest in all of the Depositor’s
right, title and interest in and to the Mortgage Loans and the Related
Documents, and that this Agreement shall constitute a security agreement under
applicable law.
| Section 2.03 |
Repurchase
or Substitution of Mortgage Loans by the Sponsor.
|
(a) Upon
discovery or receipt from the Custodian of written notice of any materially
defective document in, or that a document is missing from, a Mortgage File
or
receipt from the Depositor, the Sponsor, the Servicer or the Custodian of
written notice of the breach by the Sponsor of any representation, warranty
or
covenant under the Mortgage Loan Purchase Agreement or in Section 2.04 in
respect of any Mortgage Loan which materially adversely affects the value of
such Mortgage Loan or the interest therein of the Certificateholders, the
Trustee (or the Custodian, as applicable) shall promptly notify the Sponsor
and
the Servicer of such defect, missing document or breach and request that the
Sponsor deliver such missing document or cure such defect or breach within
120
days or 150 days following the Closing Date, in the case of missing Mortgages
or
Assignments 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 Sponsor’s obligation under the Mortgage Loan Purchase
Agreement and inform the Sponsor of its obligation to repurchase such Mortgage
Loan from the Trust Fund at the Purchase Price on or prior to the Determination
Date following the expiration of such 120 day period (subject to Section
2.03(e)); provided that, in connection with any such breach that could not
reasonably have been cured within such 120 day or 150 day period, if the Sponsor
shall have commenced to cure such breach within such 120 day or 150 day period,
the Sponsor shall be permitted to proceed thereafter diligently and
expeditiously to cure the same within the additional period provided under
the
Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased
Mortgage Loan shall be deposited in the Collection Account, and upon receipt
of
written certification from the Servicer of such deposit, the Trustee shall
cause
the Custodian to release to the Sponsor the related Mortgage File and shall
execute and deliver such instruments of transfer or assignment, in each case
without recourse, representation or warranty, as the Sponsor shall furnish
to it
and as shall be necessary to vest in the Sponsor any Mortgage Loan released
pursuant hereto and neither the Trustee nor the Custodian shall have any further
responsibility with regard to such Mortgage File. In lieu of repurchasing any
such Mortgage Loan as provided above, the Sponsor may cause such Mortgage Loan
to be removed from the Trust Fund (in which case it shall become a Defective
Mortgage Loan) and substitute one or more Eligible 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 shall constitute the sole remedy against
the Sponsor respecting such omission, defect or breach available to the Trustee
on behalf of the Certificateholders.
(b) [Reserved].
(c) Within
90
days of the earlier of discovery by the Servicer or receipt of notice by the
Servicer 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 Eligible Substitute Mortgage Loans for Defective Mortgage Loans
made pursuant to Section 2.03(a) must be effected prior to the last Business
Day
that is within two years after the Closing Date. As to any Defective Mortgage
Loan for which the Sponsor substitutes an Eligible Substitute Mortgage Loan
or
Loans, such substitution shall be effected by the Sponsor delivering to the
Custodian on behalf of the Trustee, for such Eligible Substitute Mortgage Loan
or Loans, the Mortgage Note, the Mortgage, the Assignment 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 Eligible Substitute Mortgage Loan satisfies the definition
thereof and specifying the Substitution Adjustment Amount (as described below),
if any, in connection with such substitution. The Trustee shall acknowledge
(or
cause the Custodian to acknowledge) receipt for such Eligible Substitute
Mortgage Loan or Loans and, within ten Business Days thereafter, shall review
(or cause the Custodian to review) such documents as specified in Section 2.02
and deliver (or cause the Custodian to deliver) to the Servicer, with respect
to
such Eligible Substitute Mortgage Loan or Loans, a certification substantially
in the form attached hereto as Exhibit F-1, with any applicable exceptions
noted
thereon. Within one year of the date of substitution, the Trustee shall deliver
(or cause the Custodian to deliver) to the Servicer a certification
substantially in the form of Exhibit F-2 hereto with respect to such Eligible
Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.
Monthly Payments due with respect to Eligible 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 collections and recoveries in respect of such Defective Mortgage
Loan in the Collection Period preceding the month of substitution and the
Depositor or the Sponsor, as the case may be, shall thereafter be entitled
to
retain all amounts subsequently received in respect of such Defective Mortgage
Loan. The Sponsor shall give or cause to be given written notice to the
Certificateholders that such substitution has taken place, shall amend the
Mortgage Loan Schedule to reflect the removal of such Defective Mortgage Loan
from the terms of this Agreement and the substitution of the Eligible Substitute
Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan
Schedule to the Trustee and the Custodian. Upon such substitution, such Eligible
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, in the
case
of a substitution effected by the Sponsor, the Mortgage Loan Purchase Agreement,
including, in the case of a substitution effected by the Sponsor all applicable
representations and warranties thereof included in the Mortgage Loan Purchase
Agreement and all applicable representations and warranties thereof set forth
in
Section 2.04, in each case as of the date of substitution.
For
any
month in which the Sponsor substitutes one or more Eligible Substitute Mortgage
Loans for one or more Defective Mortgage Loans, the Servicer will determine
the
amount (the “Substitution Adjustment Amount”), if any, by which the aggregate
Purchase Price of all such Defective Mortgage Loans exceeds the aggregate,
as to
each such Eligible Substitute Mortgage Loan, of the principal balance thereof
as
of the date of substitution, together with one month’s interest on such
principal balance at the applicable Net Mortgage Interest Rate. On the date
of
such substitution, the Sponsor will deliver or cause to be delivered to the
Servicer for deposit in the Collection Account an amount equal to the
Substitution Adjustment Amount, if any, and upon receipt by the Trustee or
the
Custodian of the related Eligible Substitute Mortgage Loan or Loans and
certification by the Servicer of such deposit, the Trustee shall cause the
Custodian to release to the Sponsor the related Mortgage File or Files and
the
Trustee shall execute and deliver such instruments of transfer or assignment,
in
each case without recourse, representation or warranty, as the Sponsor shall
deliver to it and as shall be necessary to vest therein any Defective Mortgage
Loan released pursuant hereto.
In
addition, the Sponsor shall obtain at its own expense and deliver to the Trustee
an Opinion of Counsel to the effect that such substitution will not cause (a)
any federal tax to be imposed on the Trust Fund, including without limitation,
any federal tax imposed on “prohibited transactions” under Section 860F(a)(l) of
the Code or on “contributions after the startup date” under Section 860G(d)(l)
of the Code, or (b) any REMIC to fail to qualify as a REMIC at any time that
any
Certificate is outstanding. If such Opinion of Counsel can not 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 Sponsor, the Servicer 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. In connection
therewith, the Sponsor shall repurchase or, subject to the limitations set
forth
in Section 2.03(d), substitute one or more Eligible 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. In addition,
upon discovery that a Mortgage Loan is defective in a manner that would cause
it
to be a “defective obligation” within the meaning of Treasury regulations
relating to REMICs, the Sponsor shall cure the defect or make the required
purchase or substitution no later than 90 days after the discovery of the
defect. Any such repurchase or substitution shall be made in the same manner
as
set forth in Section 2.03(a), if made by the Sponsor. The Trustee shall reconvey
to the Sponsor 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 for breach of a representation or warranty.
Notwithstanding
anything to the contrary contained herein, the parties hereto acknowledge that
any functions of the Trustee with respect to the custody, acceptance, inspection
and release of the Mortgage Files pursuant to Sections 2.01, 2.02 and 2.03
and
preparation and delivery of any acknowledgment of receipt or certification
(including, without limitation, the certifications in the form of Exhibit F-1,
Exhibit F-2 and Exhibit F-3) shall be performed by the Custodian pursuant to
the
terms and conditions of the Custodial Agreement. The fees and expenses of the
Custodian shall be paid by the Servicer.
| Section 2.04 |
Representations
and Warranties of the Sponsor with Respect to the Mortgage
Loans.
|
The
Sponsor hereby represents and warrants to the Trustee for the benefit of the
Certificateholders and the Depositor that as of the Closing Date or as of such
other date specifically provided herein:
(a) The
representations and warranties made by the Sponsor pursuant to Section 3.01
of
the Mortgage Loan Purchase Agreement are hereby being made to the Trustee and
are true and correct as of the Closing Date.
(b) Any
written agreement between the Mortgagor in respect of a Mortgage Loan and the
Servicer modifying such Mortgagor’s obligation to make payments under the
Mortgage Loan (such modified Mortgage Loan, a “Modified Mortgage Loan”) involved
the application of the Sponsor’s underwriting standards or some assessment of
the Mortgagor’s ability to repay the Modified Mortgage Loan.
With
respect to the representations and warranties set forth in this Section 2.04
that are made to the best of the Sponsor’s knowledge or as to which the Sponsor
has no knowledge, if it is discovered by the Depositor, the Sponsor, the
Servicer, the Trustee or the Custodian that the substance of such representation
and warranty is inaccurate and such inaccuracy materially and adversely affects
the value of the related Mortgage Loan or the interest therein of the
Certificateholders then, notwithstanding the Sponsor’s lack of knowledge with
respect to the substance of such representation and warranty being inaccurate
at
the time the representation or warranty was made, such inaccuracy shall be
deemed a breach of the applicable representation or warranty.
Upon
discovery by the Depositor, the Sponsor, the Servicer, the Trustee or the
Custodian of a breach of any of the representations and warranties contained
in
this Section that materially and adversely affects the value of any Mortgage
Loan or the interest therein of the Certificateholders, the party discovering
the breach shall give prompt written notice to the others and in no event later
than two Business Days from the date of such discovery. Within ninety days
of
its discovery or its receipt of notice of any such missing or materially
defective documentation or any such breach of a representation or warranty,
the
Sponsor shall promptly deliver such missing document or cure such defect or
breach in all material respects, or in the event such defect or breach cannot
be
cured, the Sponsor shall repurchase the affected Mortgage Loan or cause the
removal of such Mortgage Loan from the Trust Fund and substitute for it one
or
more Eligible Substitute Mortgage Loans, in either case, in accordance with
Section 2.03.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 2.04 shall survive delivery of the Mortgage Files to the Trustee and
shall inure to the benefit of the Certificateholders and the Depositor
notwithstanding any restrictive or qualified endorsement or assignment. It
is
understood and agreed that the obligations of the Sponsor set forth in Section
2.03(a) to cure, substitute for or repurchase a Mortgage Loan pursuant to the
Mortgage Loan Purchase Agreement constitute the sole remedies available to
the
Depositor and to the Certificateholders or to the Trustee on their behalf
respecting a breach of the representations and warranties contained in this
Section 2.04.
| Section 2.05 |
Representations,
Warranties and Covenants of the Servicer.
|
The
Servicer hereby represents, warrants and covenants to 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 and shall inure to the benefit of the Trustee, the Depositor and the
Certificateholders. Upon discovery by any of the Depositor, the Servicer, the
Sponsor 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 |
Representations
and Warranties of the Depositor.
|
The
Depositor represents and warrants to the Trust and the Trustee on behalf of
the
Certificateholders as follows:
(i) This
Agreement constitutes a legal, valid and binding obligation of the Depositor,
enforceable against the Depositor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors’ rights in general and except as such
enforceability may be limited by general principles of equity (whether
considered in a proceeding at law or in equity);
(ii) Immediately
prior to the sale and assignment by the Depositor to the Trustee on behalf
of
the Trust of each Mortgage Loan, the Depositor had good and marketable title
to
each Mortgage Loan (insofar as such title was conveyed to it by the Sponsor)
subject to no prior lien, claim, participation interest, mortgage, security
interest, pledge, charge or other encumbrance or other interest of any
nature;
(iii) As
of the
Closing Date, the Depositor has transferred all right, title interest in the
Mortgage Loans to the Trustee on behalf of the Trust;
(iv) The
Depositor has not transferred the Mortgage Loans to the Trustee on behalf of
the
Trust with any intent to hinder, delay or defraud any of its
creditors;
(v) The
Depositor has been duly incorporated and is validly existing as a corporation
in
good standing under the laws of the State of Delaware, with full corporate
power
and authority to own its assets and conduct its business as presently being
conducted;
(vi) The
Depositor is not in violation of its certificate of incorporation or by-laws
or
in default in the performance or observance of any material obligation,
agreement, covenant or condition contained in any contract, indenture, mortgage,
loan agreement, note, lease or other instrument to which the Depositor is a
party or by which it or its properties may be bound, which default might result
in any material adverse changes in the financial condition, earnings, affairs
or
business of the Depositor or which might materially and adversely affect the
properties or assets, taken as a whole, of the Depositor;
(vii) The
execution, delivery and performance of this Agreement by the Depositor, and
the
consummation of the transactions contemplated thereby, do not and will not
result in a material breach or violation of any of the terms or provisions
of,
or, to the knowledge of the Depositor, constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which the Depositor is a party or by which the Depositor is bound
or to which any of the property or assets of the Depositor is subject, nor
will
such actions result in any violation of the provisions of the articles of
incorporation or by-laws of the Depositor or, to the best of the Depositor’s
knowledge without independent investigation, any statute or any order, rule
or
regulation of any court or governmental agency or body having jurisdiction
over
the Depositor or any of its properties or assets (except for such conflicts,
breaches, violations and defaults as would not have a material adverse effect
on
the ability of the Depositor to perform its obligations under this
Agreement);
(viii) To
the
best of the Depositor’s knowledge without any independent investigation, no
consent, approval, authorization, order, registration or qualification of or
with any court or governmental agency or body of the United States or any other
jurisdiction is required for the issuance of the Certificates, or the
consummation by the Depositor of the other transactions contemplated by this
Agreement, except such consents, approvals, authorizations, registrations or
qualifications as (a) may be required under State securities or Blue Sky laws,
(b) have been previously obtained or (c) the failure of which to obtain would
not have a material adverse effect on the performance by the Depositor of its
obligations under, or the validity or enforceability of, this Agreement;
and
(ix) There
are
no actions, proceedings or investigations pending before or, to the Depositor’s
knowledge, threatened by any court, administrative agency or other tribunal
to
which the Depositor is a party or of which any of its properties is the subject:
(a) which if determined adversely to the Depositor would have a material adverse
effect on the business, results of operations or financial condition of the
Depositor; (b) asserting the invalidity of this Agreement or the Certificates;
(c) seeking to prevent the issuance of the Certificates or the consummation
by
the Depositor of any of the transactions contemplated by this Agreement, as
the
case may be; (d) which might materially and adversely affect the performance
by
the Depositor of its obligations under, or the validity or enforceability of,
this Agreement.
| Section 2.07 |
Representations
and Warranties of the Sponsor.
|
The
Sponsor hereby represents and warrants to the Trust and the Trustee on behalf
of
the Certificateholders that as of the Closing Date or as of such date
specifically provided herein:
(i) The
Sponsor is duly organized, validly existing and in good standing as a limited
liability company under the laws of the State of Delaware and has the power
and
authority to own its assets and to transact the business in which it is
currently engaged. The Sponsor is duly qualified to do business and is in good
standing in each jurisdiction in which the character of the business transacted
by it or properties owned or leased by it requires such qualification and in
which the failure to so qualify would have a material adverse effect on (a)
its
business, properties, assets or condition (financial or other), (b) the
performance of its obligations under this Agreement, (c) the value or
marketability of the Mortgage Loans, or (d) its ability to foreclose on the
related Mortgaged Properties.
(ii) The
Sponsor has the power and authority to make, execute, deliver and perform this
Agreement and to consummate all of the transactions contemplated hereunder
and
has taken all necessary action to authorize the execution, delivery and
performance of this Agreement. When executed and delivered, this Agreement
will
constitute the Sponsor’s legal, valid and binding obligations enforceable in
accordance with its terms, except as enforcement of such terms may be limited
by
(1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and by the
availability of equitable remedies, (2) general equity principles (regardless
of
whether such enforcement is considered in a proceeding in equity or at law)
or
(3) public policy considerations underlying the securities laws, to the extent
that such policy considerations limit the enforceability of the provisions
of
this Agreement which purport to provide indemnification from securities laws
liabilities.
(iii) The
Sponsor holds all necessary licenses, certificates and permits from all
governmental authorities necessary for conducting its business as it is
presently 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 Sponsor to conduct its business as it
is
presently conducted. It is not required to obtain the consent of any other
party
or any consent, license, approval or authorization from, or registration or
declaration with, any governmental authority, bureau or agency in connection
with the execution, delivery, performance, validity or enforceability of this
Agreement, except for such consents, licenses, approvals or authorizations,
or
registrations or declarations as shall have been obtained or filed, as the
case
may be, prior to the Closing Date.
(iv) The
execution, delivery and performance of this Agreement by the Sponsor will not
conflict with or result in a breach of, or constitute a default under, any
provision of any existing law or regulation or any order or decree of any court
applicable to the Sponsor or any of its properties or any provision of its
Limited Liability Company Agreement, or constitute a material breach of, or
result in the creation or imposition of any lien, charge or encumbrance upon
any
of its properties pursuant to any mortgage, indenture, contract or other
agreement to which it is a party or by which it may be bound.
(v) No
certificate of an officer, written statement or report delivered pursuant to
the
terms hereof by the Sponsor contains any untrue statement of a material fact
or
omits to state any material fact necessary to make the certificate, statement
or
report not misleading.
(vi) The
transactions contemplated by this Agreement are in the ordinary course of the
Sponsor’s business.
(vii) The
Sponsor is not insolvent, nor will the Sponsor be made insolvent by the transfer
of the Mortgage Loans to the Depositor, nor is the Sponsor aware of any pending
insolvency.
(viii) The
Sponsor is not in violation of, and the execution and delivery of this Agreement
by it 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, which violation would materially and adversely affect
the
Sponsor’s condition (financial or otherwise) or operations or any of the
Sponsor’s properties, or materially and adversely affect the performance of any
of its duties hereunder.
(ix) There
are
no actions or proceedings against, or investigations of, the Sponsor pending
or,
to its knowledge, threatened, before any court, administrative agency or other
tribunal (i) that, if determined adversely, would prohibit the Sponsor from
entering into this Agreement, (ii) seeking to prevent the consummation of any
of
the transactions contemplated by this Agreement or (iii) that, if determined
adversely, would prohibit or materially and adversely affect the Sponsor’s
performance of any of its respective obligations under, or the validity or
enforceability of, this Agreement.
(x) The
Sponsor did not transfer the Mortgage Loans to the Depositor with any intent
to
hinder, delay or defraud any of its creditors.
(xi) The
Sponsor acquired title to the Mortgage Loans in good faith, without notice
of
any adverse claims.
(xii) The
transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
by
the Sponsor to the Depositor are not subject to the bulk transfer laws or any
similar statutory provisions in effect in any applicable
jurisdiction.
| Section 2.08 |
Covenants
of the Sponsor.
|
The
Sponsor hereby covenants that except for the transfer hereunder, the Sponsor
will not sell, pledge, assign or transfer to any other Person, or grant, create,
incur, assume or suffer to exist any lien on any Mortgage Loan, or any interest
therein; the Sponsor will notify the Trustee, as assignee of the Depositor,
of
the existence of any lien on any Mortgage Loan immediately upon discovery
thereof, and the Sponsor will defend the right, title and interest of the Trust,
as assignee of the Depositor, in, to and under the Mortgage Loans, against
all
claims of third parties claiming through or under the Sponsor; provided,
however,
that
nothing in this Section 2.08 shall prevent or be deemed to prohibit the Sponsor
from suffering to exist upon any of the Mortgage Properties any liens for
municipal or other local taxes and other governmental charges if such taxes
or
governmental charges shall not at the time be due and payable or if the Sponsor
shall currently be contesting the validity thereof in good faith by appropriate
proceedings and shall have set aside on its books adequate reserves with respect
thereto.
| Section 2.09 |
Conveyance
of REMIC 1 Regular Interests and REMIC 2 Regular Interests and
Acceptance
of REMIC 1 and REMIC 2 by the Trustee; Issuance of Certificates
and REMIC
3 Regular Interests.
|
(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 1 for the benefit of the holders of the
REMIC 1 Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges
receipt of the assets described in the definition of REMIC 1 and declares that
it holds and will hold the same in trust for the exclusive use and benefit
of
the holders of the REMIC 1 Regular Interests and the Class R Certificates (in
respect of the Class R-1 Interest). The interests evidenced by the Class R-1
Interest, together with the REMIC 1 Regular Interests, constitute the entire
beneficial ownership interest in REMIC 1.
(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
1 Regular Interests for the benefit of the holders of the Regular Certificates,
the REMIC 2 Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-2 Interest). The Trustee acknowledges
receipt of the REMIC 1 Regular Interests and declares that it holds and will
hold the same in trust for the exclusive use and benefit of the holders of
the
REMIC 2 Regular Interests and the Class R Certificates (in respect of the Class
R-2 Interest). The interests evidenced by the Class R-2 Interest and the REMIC
2
Regular Interests, constitute the entire beneficial ownership interest in REMIC
2.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
2 Regular Interests for the benefit of the holders of the Regular Certificates,
the REMIC 3 Regular Interests and the Class R Certificates (in respect of the
Class R-3 Interest). The Trustee acknowledges receipt of the REMIC 2 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 B Certificates, the Class CE-1 Certificates and the Class P
Certificates), the REMIC 3 Regular Interests and the Class R Certificates (in
respect of the Class R-3 Interest). The interests evidenced by the Class R-3
Interest, together with the Certificates (other than the Class B Certificates,
the Class CE-1 Certificates and the Class P Certificates) and the REMIC 3
Regular Interests, constitute the entire beneficial ownership interest in REMIC
3
(d) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 1 and the
acceptance by the Trustee thereof, pursuant to Section 2.01 and Section 2.02
and
(ii) the assignment and delivery to the Trustee of REMIC 3 (including the
Residual Interest therein represented by the Class R-3 Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.10(c), the Trustee,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, has executed, authenticated and delivered to or upon the order of
the
Depositor, the Class R Certificates in authorized denominations evidencing
the
Class R-1 Interest, the Class R-2 Interest and the Class R-3 Interest, the
Class
A Certificates, the Mezzanine Certificates, the Class B-1 Interest, the Class
B-2 Interest, the Class B-3 Interest, the Class B-4 Interest, the Class CE-1
Interest, the Class CE-2 Interest and the Class P Interest.
| Section 2.10 |
Conveyance
of Class B-1 Interest and Acceptance of REMIC 4 by the Trustee;
Issuance
of the Class B-1 Certificates.
|
(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 Class
B-1 Interest for the benefit of the holders of the Class B-1 Certificates.
The
Trustee acknowledges receipt of the Class B-1 Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the holders of the Class B-1 Certificates. The Class R-4
Interest, together with the Class B-1 Certificates, constitute the entire
beneficial ownership interest in REMIC 4.
(b) In
exchange for the Class B-1 Interest and, concurrently with the assignment to
the
Trustee thereof, pursuant to the written request of the Depositor executed
by an
officer of the Depositor, the Trustee has executed, authenticated and delivered
to or upon the order of the Depositor, the Class B-1 Certificates in authorized
denominations evidencing (together with the Class R-4 Interest) the entire
beneficial ownership interest in REMIC 4.
(c) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 4 (including the
Residual Interest therein represented by the Class R-4 Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.10(b), the Trustee,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, has executed, authenticated and delivered to or upon the order of
the
Depositor, the Class R-4 Interest.
| Section 2.11 |
Conveyance
of Class B-2 Interest and Acceptance of REMIC 5 by the Trustee;
Issuance
of the Class B-2 Certificates.
|
(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 Class
B-2 Interest for the benefit of the holders of the Class B-2 Certificates.
The
Trustee acknowledges receipt of the Class B-2 Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the holders of the Class B-2 Certificates. The Class R-5
Interest, together with the Class B-2 Certificates, constitute the entire
beneficial ownership interest in REMIC 5.
(b) In
exchange for the Class B-2 Interest and, concurrently with the assignment to
the
Trustee thereof, pursuant to the written request of the Depositor executed
by an
officer of the Depositor, the Trustee has executed, authenticated and delivered
to or upon the order of the Depositor, the Class B-2 Certificates in authorized
denominations evidencing (together with the Class R-5 Interest) the entire
beneficial ownership interest in REMIC 5.
(c) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 5 (including the
Residual Interest therein represented by the Class R-5 Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.11(b), the Trustee,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, has executed, authenticated and delivered to or upon the order of
the
Depositor, the Class R-5 Interest.
| Section 2.12 |
Conveyance
of Class B-3 Interest and Acceptance of REMIC 6 by the Trustee;
Issuance
of the Class B-3 Certificates.
|
(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 Class
B-3 Interest for the benefit of the holders of the Class B-3 Certificates.
The
Trustee acknowledges receipt of the Class B-3 Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the holders of the Class B-3 Certificates. The Class R-6
Interest, together with the Class B-3 Certificates, constitute the entire
beneficial ownership interest in REMIC 6.
(b) In
exchange for the Class B-3 Interest and, concurrently with the assignment to
the
Trustee thereof, pursuant to the written request of the Depositor executed
by an
officer of the Depositor, the Trustee has executed, authenticated and delivered
to or upon the order of the Depositor, the Class B-3 Certificates in authorized
denominations evidencing (together with the Class R-6 Interest) the entire
beneficial ownership interest in REMIC 6.
(c) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 6 (including the
Residual Interest therein represented by the Class R-6 Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.12(b), the Trustee,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, has executed, authenticated and delivered to or upon the order of
the
Depositor, the Class R-6 Interest.
| Section 2.13 |
Conveyance
of Class B-4 Interest and Acceptance of REMIC 7 by the Trustee;
Issuance
of the Class B-4 Certificates.
|
(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 Class
B-4 Interest for the benefit of the holders of the Class B-4 Certificates.
The
Trustee acknowledges receipt of the Class B-4 Interest (which is uncertificated)
and declares that it holds and will hold the same in trust for the exclusive
use
and benefit of the holders of the Class B-4 Certificates. The Class R-7
Interest, together with the Class B-4 Certificates, constitute the entire
beneficial ownership interest in REMIC 7.
(b) In
exchange for the Class B-4 Interest and, concurrently with the assignment to
the
Trustee thereof, pursuant to the written request of the Depositor executed
by an
officer of the Depositor, the Trustee has executed, authenticated and delivered
to or upon the order of the Depositor, the Class B-4 Certificates in authorized
denominations evidencing (together with the Class R-7 Interest) the entire
beneficial ownership interest in REMIC 7.
(c) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 7 (including the
Residual Interest therein represented by the Class R-7 Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.13(b), the Trustee,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, has executed, authenticated and delivered to or upon the order of
the
Depositor, the Class R-7 Interest.
| Section 2.14 |
Conveyance
of Class CE-1 Interest and Acceptance of REMIC 8 by the Trustee;
Issuance
of the Class CE-1 Certificates.
|
(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 Class
CE-1 Interest for the benefit of the holders of the Class CE-1 Certificates.
The
Trustee acknowledges receipt of the Class CE-1 Interest (which is
uncertificated) 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.
The
Class R-8 Interest, together with the Class CE-1 Certificates, constitute the
entire beneficial ownership interest in REMIC 8.
(b) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 8 (including the
Residual Interest therein represented by the Class R-8 Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.14(a), the Trustee,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, has executed, authenticated and delivered to or upon the order of
the
Depositor, the Class R-8 Interest.
| Section 2.15 |
Conveyance
of Class CE-2 Interest and Acceptance of REMIC 9 by the Trustee;
Issuance
of the Class CE-2 Certificates.
|
(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 Class
CE-2 Interest for the benefit of the holders of the Class CE-2 Certificates.
The
Trustee acknowledges receipt of the Class CE-2 Interest (which is
uncertificated) 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.
The
Class R-9 Interest, together with the Class CE-2 Certificates, constitute the
entire beneficial ownership interest in REMIC 9.
(b) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 9 (including the
Residual Interest therein represented by the Class R-9 Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.15(a), the Trustee,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, has executed, authenticated and delivered to or upon the order of
the
Depositor, the Class R-9 Interest.
| Section 2.16 |
Conveyance
of Class P Interest and Acceptance of REMIC 10 by the Trustee;
Issuance of
the Class P Certificates.
|
(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 Class
P Interest for the benefit of the holders of the Class P Certificates. The
Trustee acknowledges receipt of the Class P Interest (which is uncertificated)
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. The Class R-10 Interest,
together with the Class P Certificates, constitute the entire beneficial
ownership interest in REMIC 10.
(b) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 10 (including
the
Residual Interest therein represented by the Class R-10 Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.15(a), the Trustee,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, has executed, authenticated and delivered to or upon the order of
the
Depositor, the Class R-10 Interest.
| Section 2.17 |
Conveyance
of Class IO Interest and Acceptance of REMIC 11 by the Trustee;
Issuance
of REMIC 11 Regular Interest SWAP IO.
|
(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 Class
IO Interest for the benefit of the holders of REMIC 11 Regular Interest SWAP
IO.
The Trustee acknowledges receipt of the Class IO Interest (which is
uncertificated) and declares that it holds and will hold the same in trust
for
the exclusive use and benefit of the holders of REMIC
11
Regular Interest SWAP IO.
The
Class R-11 Interest, together with REMIC 11 Regular Interest SWAP IO, constitute
the entire beneficial ownership interest in REMIC 11.
(b) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 11 (including
the
Residual Interest therein represented by the Class R-11 Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.16(a), the Trustee,
pursuant to the written request of the Depositor executed by an officer of
the
Depositor, has executed, authenticated and delivered to or upon the order of
the
Depositor, the Class R-11 Interest.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
TRUST FUND
| Section 3.01 |
Servicer
to Act as Servicer.
|
The
Servicer, as independent contract servicer, shall service and administer the
Mortgage Loans in accordance with this Agreement and the normal and usual
standards of practice of prudent mortgage servicers, and shall have full power
and authority, acting alone, to do or cause to be done any and all things in
connection with such servicing and administration which the Servicer may deem
necessary or desirable and consistent with the terms of this Agreement (the
“Servicing Standards”).
Consistent
with the terms of this Agreement, the Servicer may waive, modify or vary any
term of any Mortgage Loan or consent to the postponement of strict compliance
with any such term or in any manner grant indulgence to any Mortgagor if in
the
Servicer’s reasonable and prudent determination such waiver, modification,
postponement or indulgence is not materially adverse to the Certificateholders;
provided,
however,
that
the Servicer shall not make future advances and (unless the Mortgagor is in
default with respect to the Mortgage Loan or such default is, in the judgment
of
the Servicer, reasonably foreseeable) the Servicer shall not permit any
modification with respect to any Mortgage Loan that would (i) change the
Mortgage Interest Rate, defer or forgive the payment thereof of any principal
or
interest payments, reduce the outstanding principal amount (except for actual
payments of principal) or extend the final maturity date with respect to such
Mortgage Loan, (ii) affect adversely the status of any REMIC as a REMIC or
(iii)
cause any REMIC to be subject to a tax on “prohibited transactions” or
“contributions” pursuant to the REMIC Provisions. Notwithstanding the foregoing,
the Servicer shall not permit any modification with respect to any Mortgage
Loan
that would both (x) effect an exchange or reissuance of such Mortgage Loan
under
Section 1.860G-2(b) of the Treasury Regulations and (y) cause any REMIC
constituting part of the Trust Fund to fail to qualify as a REMIC under the
Code
or the imposition of any tax on “prohibited transactions” or “contributions”
after the Startup Day under the REMIC Provisions. Without limiting the
generality of the foregoing, the Servicer shall continue, and is hereby
authorized and empowered to execute and deliver on behalf of itself, and the
Trustee, all instruments of satisfaction or cancellation, or of partial or
full
release, discharge and all other comparable instruments, with respect to the
Mortgage Loans and with respect to the Mortgaged Property. The Servicer shall
make all required Servicing Advances and shall service and administer the
Mortgage Loans in accordance with Applicable Regulations, and shall provide
to
the Mortgagor any reports required to be provided to them thereby. If reasonably
required by the Servicer, the Trustee shall furnish the Servicer with a power
of
attorney substantially in the form of Exhibit P hereto and other documents
necessary or appropriate to enable the Servicer to carry out its servicing
and
administrative duties under this Agreement and the Trustee shall have no
liability with respect to any misuse of such power of attorney and shall be
indemnified by the Servicer for any costs, liabilities or expenses incurred
by
the Trustee in connection therewith. In connection with any modification
pursuant to this Section 3.01, to the extent there are any unreimbursed Advances
or Servicing Advances, the Servicer shall reimburse itself for such amounts
from
the Collection Account.
Notwithstanding
anything in this Agreement to the contrary, the Servicer shall be prohibited
from foreclosing on any Mortgage Loan based on the delinquency status thereof
as
of the Cut-off Date.
In
servicing and administering the Mortgage Loans, the Servicer shall employ
procedures including collection procedures and exercise the same care that
it
customarily employs and exercises in servicing and administering mortgage loans
for its own account giving due consideration to accepted mortgage servicing
practices of prudent lending institutions and the Certificateholders’ reliance
on the Servicer.
The
Servicer shall give prompt notice to the Trustee of any action, of which the
Servicer has actual knowledge, which action purports to (i) assert a claim
against the Trust Fund or (ii) assert jurisdiction over the Trust
Fund.
Notwithstanding
anything in this Agreement to the contrary, in the event of a Principal
Prepayment in full of a Mortgage Loan, the Servicer may not waive any Prepayment
Charge or portion thereof required by the terms of the related Mortgage Note
unless (i) the Servicer determines that such waiver would maximize recovery
of
Liquidation Proceeds for such Mortgage Loan, taking into account the value
of
such Prepayment Charge, (ii) (A) the enforceability thereof is limited (1)
by
bankruptcy, insolvency, moratorium, receivership, or other similar law relating
to creditors’ rights generally or (2) due to acceleration in connection with a
foreclosure or other involuntary payment, or (B) the enforceability is otherwise
limited or prohibited by applicable law or (iii) the Servicer has not been
provided with information sufficient to enable it to collect the Prepayment
Charge. In the event of a Principal Prepayment in full with respect to any
Mortgage Loan, the Servicer shall deliver to the Trustee an Officer’s
Certificate substantially in the form of Exhibit N no later than the date on
which the Servicer delivers the Remittance Report to the Trustee and the Trustee
will make such Officer’s Certificate available on its website to the Class P
Certificateholders in the same manner as Monthly Statements pursuant to Section
4.06. If the Servicer has waived or does not collect all or a portion of a
Prepayment Charge relating to a Principal Prepayment in full due to any action
or omission of the Servicer, other than as provided above, the Servicer shall,
as soon as possible after the date such Principal Prepayment in full is made,
but in no event later than five (5) Business Days from such date, deliver to
the
Trustee the amount of such Prepayment Charge (or such portion thereof as had
been waived for deposit) into the Distribution Account for distribution in
accordance with the terms of this Agreement.
The
Trustee shall make available on its website to the Depositor and the owner
of
the Class P Certificates, on a monthly basis in the same manner as Monthly
Statements pursuant to Section 4.06, a statement setting forth the amounts
received with respect to Prepayment Charges.
| Section 3.02 |
Collection
of Mortgage Loan Payments.
|
Continuously
from the date hereof until the principal and interest on all Mortgage Loans
are
paid in full, the Servicer will diligently collect all payments due under each
Mortgage Loan when the same shall become due and payable and shall, to the
extent such procedures shall be consistent with this Agreement and Applicable
Regulations, follow such collection procedures as it follows with respect to
mortgage loans comparable to the Mortgage Loans and held for its own account.
Further, the Servicer will take special care in ascertaining and estimating
taxes, fire and hazard insurance premiums, mortgage insurance premiums, and
all
other charges that, as provided in the Mortgage, will become due and payable
to
that end that the installments payable by the Mortgagors will be sufficient
to
pay such charges as and when they become due and payable.
| Section 3.03 |
Realization
Upon Defaulted Mortgage Loans.
|
In
the
event that any payment due under any Mortgage Loan is not paid when the same
becomes due and payable, or in the event the Mortgagor fails to perform any
other covenant or obligation under the Mortgage Loan and such failure continues
beyond any applicable grace period, the Servicer shall take such action as
it
shall deem to be in the best interest of the Certificateholders, including
foreclosing on any such Mortgage Loan or working out an agreement with the
Mortgagor, which may involve waiving or modifying certain terms of the Mortgage
Loan. In addition, the Servicer may write-off any second lien Mortgage Loan
that
is delinquent by 180 days or more. With respect to any defaulted Mortgage Loan,
the Servicer shall have the right to review the status of the related
forbearance plan and, subject to the second paragraph of Section 3.01, may
modify such forbearance plan; including, extending the Mortgage Loan repayment
date for a period of one year or reducing the Mortgage Interest
Rate.
In
connection with a foreclosure or other conversion, the Servicer shall exercise
such rights and powers vested in it hereunder and use the same degree of care
and skill in its exercise as prudent mortgage servicers would exercise or use
under the circumstances in the conduct of their own affairs and consistent
with
Applicable Regulations and the servicing standards set forth in the Xxxxxx
Xxx
Guide, including, without limitation, advancing funds for the payment of taxes
and insurance premiums with respect to first lien Mortgage Loans.
Notwithstanding
the foregoing provisions of this Section 3.03, 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 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 Trust Fund 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 prudent report
prepared by a Person who regularly conducts environmental audits using customary
industry standards, that:
A. such
Mortgaged Property is in compliance with applicable environmental laws or,
if
not, that it would be in the best economic interest of the Certificateholders
to
take such actions as are necessary to bring the Mortgaged Property into
compliance therewith; and
B. 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 Certificateholders to take such actions with respect
to
the affected Mortgaged Property.
The
cost
of the environmental audit report contemplated by this Section 3.03 shall be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Section
3.05(a)(ii).
If
the
Servicer determines, as described above, that it is in the best economic
interest of the Certificateholders 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 Certificateholders. 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 3.05(a)(ii).
| Section 3.04 |
Collection
Account and Distribution Account.
|
(a) The
Servicer shall segregate and hold all funds collected and received pursuant
to
each Mortgage Loan separate and apart from any of its own funds and general
assets and shall establish and maintain one or more Collection Accounts. Each
Collection Account shall be an Eligible Account.
The
Servicer shall deposit 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 after the Cut-off Date with respect to the
Mortgage Loans:
(i) all
payments on account of principal, including Principal Prepayments, on the
Mortgage Loans;
(ii) all
payments on account of interest on the Mortgage Loans adjusted to the Mortgage
Interest Rate less the Servicing Fee Rate;
(iii) all
proceeds from a Final Recovery Determination;
(iv) all
Insurance Proceeds including amounts required to be deposited pursuant to
Section 3.10, other than proceeds to be held in the Escrow Account and applied
to the restoration or repair of the Mortgaged Property or released to the
Mortgagor in accordance with the Servicer’s normal servicing procedures, the
loan documents or applicable law;
(v) all
Condemnation Proceeds affecting any Mortgaged Property which are not released
to
the Mortgagor in accordance with the Servicer’s normal servicing procedures, the
loan documents or applicable law;
(vi) all
Subsequent Recoveries; and
(vii) any
amounts required to be deposited by the Servicer in connection with any REO
Property pursuant to Section 3.13.
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 (vii) above. For the avoidance of doubt,
returned checks are not funds received by the Servicer pursuant to this Section
3.04(a).
Any
interest paid on funds deposited in the Collection Account, subject to Section
3.25, shall accrue to the benefit of the Servicer and the Servicer shall be
entitled to retain and withdraw such interest from the Collection Account
pursuant to Section 3.05(a)(v). The foregoing requirements for deposit from
the
Collection Account 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 charges that are not Prepayment Charges, and
assumption fees need not be deposited by the Servicer in the Collection
Account.
(b) On
behalf
of the Trust Fund and the Trustee, the Trustee shall establish and maintain
one
or more 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 Trustee in immediately available funds for
deposit in the Distribution Account by the close of business New York time
on
the Servicer Remittance Date, that portion of the Available Funds (calculated
without regard to the references in the definition thereof to amounts that
may
be deposited to the Distribution Account from a different source as provided
herein) then on deposit in the Collection Account. Funds in the Distribution
Account shall be held uninvested.
(c) Funds
in
the Collection Account may be invested in Permitted Investments in accordance
with the provisions set forth in Section 3.25. The Servicer shall give notice
to
the Trustee of the location of the Collection Account maintained by it when
established and prior to any change thereof. The Trustee shall give notice
to
the Servicer and the Depositor of the location of the Distribution Account
when
established and prior to any change thereof.
(d) In
the
event the Servicer shall deliver to the Trustee for deposit in the Distribution
Account any amount not required to be deposited therein, it may at any time, in
writing pursuant to a certificate of a Servicing Officer, request that the
Trustee withdraw such amount from the Distribution Account and remit to the
Servicer any such amount, any provision herein to the contrary notwithstanding.
In addition, the Servicer shall deliver to the Trustee from time to time for
deposit, and the Trustee shall so deposit, in the Distribution Account in
respect of REMIC 1:
(i) any
Advances, as required pursuant to Section 4.07;
(ii) any
Stayed Funds, as soon as permitted by the federal bankruptcy court having
jurisdiction in such matters;
(iii) any
Prepayment Charges or amounts in connection with the waiver of such Prepayment
Charges, in each case required to be deposited pursuant to Section
3.01;
(iv) any
amounts required to be deposited in the Distribution Account pursuant to
Sections 2.03, 3.04, 3.15, 3.16, 3.23 or 4.07; and
(v) any
amounts required to be deposited by the Servicer pursuant to Section 3.11 in
connection with the deductible clause in any blanket hazard insurance policy,
such deposit being made from the Servicer’s own funds, without reimbursement
therefor.
(e) Promptly
upon receipt of any Stayed Funds, whether from the Servicer, a trustee in
bankruptcy, or federal bankruptcy court or other source, the Trustee shall
notify the Servicer of such receipt and deposit such funds in the Distribution
Account, subject to withdrawal thereof as permitted hereunder.
| Section 3.05 |
Permitted
Withdrawals From the Collection Account and the Distribution
Account.
|
(a) The
Servicer may, from time to time, withdraw from the Collection Account for the
following purposes:
(i) to
remit
to the Trustee for deposit in the Distribution Account the amounts required
to
be so remitted pursuant to Section 3.04(b) or permitted to be so remitted
pursuant to the first sentence of Section 3.04(d);
(ii) to
reimburse itself for (x) 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 Advance was made or (b) Condemnation
Proceeds, Insurance Proceeds or Liquidation Proceeds respecting which any such
Servicing Advance was made or (y) any unreimbursed Advances made pursuant to
Section 4.07(b) 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 unreimbursed 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 pursuant
to
Section 3.03 or Section 3.13 hereof and to reimburse itself for such amounts
to
the extent that such Advances or Servicing Advances have not been reimbursed
at
the time a Mortgage Loan has been modified;
(iv) to
reimburse itself for any amounts paid pursuant to Section 3.03 (and not
otherwise previously reimbursed);
(v) to
pay to
itself as servicing compensation (a) any interest earned on funds in the
Collection Account (all such interest to be withdrawn monthly not later than
each Servicer Remittance Date) and (b) the Servicing Fee from that portion
of
any payment or recovery as to interest to a particular Mortgage Loan to the
extent not retained pursuant to Section 3.04(ii);
(vi) to
pay or
reimburse itself or any other party for any amounts payable or paid pursuant
to
Section 3.26 or Section 6.03 (and not otherwise previously reimbursed);
and
(vii) to
clear
and terminate the Collection Account upon the termination of this
Agreement.
The
foregoing requirements for withdrawal from the Collection Account shall be
exclusive. 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) The
Trustee 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 3.25(b);
(iii) to
pay or
reimburse the Trustee any amounts pursuant to this Agreement (other than for
Trustee Fees), including, without limitation, Sections 7.01, 7.02 and
8.05;
(iv) to
pay
any expenses of the Trust as permitted in this Agreement;
(v) to
reimburse the Trustee, in its capacity as successor Servicer, for any Advance
made by it under Section 7.01 (to the extent not reimbursed pursuant to
3.05(a)(ii);
(vi) to
make
deposits into the Swap Account in accordance with Section 4.09(b);
and
(vii) to
clear
and terminate the Distribution Account upon the termination of this
Agreement.
| Section 3.06 |
Establishment
of Escrow Accounts; Deposits in Escrow Accounts.
|
The
Servicer shall segregate and hold all funds collected and received pursuant
to
each Mortgage Loan which constitute Escrow Payments separate and apart from
any
of its own funds and general assets and shall establish and maintain one or
more
Escrow Accounts, in the form of time deposit or demand accounts. A copy of
such
letter agreement shall be furnished to the Trustee upon request. The Escrow
Account shall be an Eligible Account.
The
Servicer shall deposit in the Escrow Account or Accounts on a daily basis within
two Business Days of receipt, and retain therein, (i) all Escrow Payments
collected on account of the Mortgage Loans, for the purpose of effecting timely
payment of any such items as required under the terms of this Agreement, and
(ii) all Insurance Proceeds which are to be applied to the restoration or repair
of any Mortgaged Property, 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 clauses (i) and (ii) of this sentence. For the avoidance of doubt, returned
checks are not funds received by the Servicer pursuant to this Section 3.06.
The
Servicer shall make withdrawals therefrom only to effect such payments as are
required under this Agreement, and for such other purposes as shall be set
forth
in, or in accordance with, Section 3.07. The Servicer shall be entitled to
retain any interest paid on funds deposited in the Escrow Account by the
depository institution other than interest on escrowed funds required by law
to
be paid to the Mortgagor and, to the extent required by the related Mortgage
Loan or Applicable Regulations, the Servicer shall pay interest on escrowed
funds to the Mortgagor notwithstanding that the Escrow Account is non-interest
bearing or that interest paid thereon is insufficient for such
purposes.
| Section 3.07 |
Permitted
Withdrawals From Escrow Account.
|
Withdrawals
from the Escrow Account may be made by the Servicer (i) to effect timely
payments of taxes, fire, flood and hazard insurance premiums, and comparable
items, (ii) to reimburse the Servicer for any Servicing Advance made by the
Servicer with respect to a related Mortgage Loan but only from amounts received
on the related Mortgage Loan which represent late payments or Late Collections
of Escrow Payments thereunder, (iii) to refund to the Mortgagor any funds as
may
be determined to be overages, (iv) for transfer to the Collection Account in
accordance with the terms of this Agreement, (v) for application to restoration
or repair of the Mortgaged Property, (vi) to pay to the Servicer, or to the
Mortgagor to the extent required by the related Mortgage Loan or Applicable
Regulations, any interest paid on the funds deposited in the Escrow Account,
(vii) to clear and terminate the Escrow Account on the termination of this
Agreement or (viii) to transfer to the Collection Account any insurance
proceeds. As part of its servicing duties, the Servicer shall pay to the
Mortgagor interest on funds in the Escrow Account, to the extent required by
the
related Mortgage Loan or Applicable Regulations, and to the extent that interest
earned on funds in the Escrow Account is insufficient, shall pay such interest
from its own funds, without any reimbursement therefor.
In
the
event the Servicer shall deposit in the Escrow Account any amount not required
to be deposited therein, it may at any time withdraw such amount from the Escrow
Account, any provision herein to the contrary notwithstanding.
| Section 3.08 |
Payment
of Taxes, Insurance and Other Charges; Collections
There-under.
|
With
respect to each first lien Mortgage Loan, the Servicer shall maintain accurate
records reflecting the status of taxes and other charges which are or may become
a lien upon the Mortgaged Property and fire, flood and hazard insurance coverage
and shall obtain, from time to time, all bills for the payment of such charges
(including renewal premiums) and shall effect payment thereof prior to the
applicable penalty or termination date and at a time appropriate for securing
maximum discounts allowable, employing for such purpose deposits of the
Mortgagor in the Escrow Account which shall have been estimated and accumulated
by the Servicer in amounts sufficient for such purposes, as allowed under the
terms of the Mortgage or Applicable Regulations. 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 3.09 |
Transfer
of Accounts.
|
The
Servicer may transfer the Collection Account or the Escrow Account to a
different depository institution from time to time. Upon such transfer, the
Servicer shall deliver to the Trustee and the Depositor, a certification or
letter agreement, as the case may be, as required pursuant to Sections 3.04
and
3.06.
| Section 3.10 |
Maintenance
of Hazard Insurance.
|
The
Servicer shall cause to be maintained for each first lien Mortgage Loan 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 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
or
(ii) the Principal Balance of the Mortgage Loan, in each case in an amount
not
less than such amount as is necessary to prevent the Mortgagor and/or the
Mortgagee from becoming a co-insurer. If the Mortgaged Property is in an area
identified in the Federal Register by the Flood Emergency Management Agency
as
having special flood hazards and flood insurance has been made available, the
Servicer will cause to be maintained a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of (i) the Principal Balance of the Mortgage
Loan, (ii) the maximum insurable value of the improvements securing such
Mortgage Loan or (iii) the maximum amount of insurance which is available under
the Flood Disaster Protection Act of 1973, as amended. The Servicer shall also
maintain on the REO Property for the benefit of the Certificateholders, (x)
fire
and hazard insurance with extended coverage in an amount which is at least
equal
to the replacement cost of the improvements which are a part of such property,
(y) public liability insurance and, (z) to the extent required and available
under the Flood Disaster Protection Act of 1973, as amended, flood insurance
in
an amount as provided above. Any amounts collected by the Servicer under any
such policies other than amounts to be deposited in the Escrow Account and
applied to the restoration or repair of the Mortgaged Property or REO Property,
or released to the Mortgagor in accordance with the Servicer’s normal servicing
procedures, shall be deposited in the Collection Account, subject to withdrawal
pursuant to Section 3.05. It is understood and agreed that no earthquake or
other additional insurance is required to be maintained by the Servicer or
the
Mortgagor or maintained on property acquired in respect of the Mortgage Loan,
other than pursuant to such Applicable Regulations as shall at any time be
in
force and as shall require such additional insurance. All such policies shall
be
endorsed with standard mortgagee clauses with loss payable to the Servicer
and
shall provide for at least thirty days prior written notice of any cancellation,
reduction in the amount of or material change in coverage to the Servicer.
The
Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting
either his insurance carrier or agent, provided,
however,
that
the Servicer shall not accept any such insurance policies from insurance
companies unless such companies currently reflect a general policy rating of
B:VI or better in Best’s Key Rating Guide and are licensed to do business in the
state wherein the property subject to the policy is located.
| Section 3.11 |
Maintenance
of Mortgage Impairment Insurance Policy.
|
In
the
event that the Servicer shall obtain and maintain a blanket policy issued by
an
insurer that has 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, then, to
the
extent such policy provides coverage in an amount equal to the amount required
pursuant to Section 3.10 and otherwise complies with all other requirements
of
Section 3.10, it shall conclusively be deemed to have satisfied its obligations
as set forth in Section 3.10, 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 Section 3.10, and there shall have been
a
loss which would have been covered by such policy, deliver to the Trustee for
deposit in the Distribution Account the amount not otherwise payable under
the
blanket policy because of such deductible clause, which amount shall not be
reimbursable to the Servicer from the Trust Fund. In connection with its
activities as servicer of the Mortgage Loans, the Servicer agrees to prepare
and
present, on behalf of the Trustee, claims under any such blanket policy in
a
timely fashion in accordance with the terms of such policy. Upon request of
the
Trustee, the Servicer shall cause to be delivered to the Trustee a certified
true copy of such policy and a statement from the insurer thereunder that the
surety and the insurer shall endeavor to notify the Trustee within thirty (30)
days prior to such policy’s termination or material modification.
| Section 3.12 |
Fidelity
Bond, Errors and Omissions Insurance.
|
The
Servicer shall maintain, at its own expense, a blanket fidelity bond (the
“Fidelity Bond”) and an errors and omissions insurance policy, with broad
coverage with financially responsible companies on all officers, employees
or
other persons acting in any capacity with regard to the Mortgage Loans to handle
funds, money, documents and papers relating to the Mortgage Loans. The Fidelity
Bond and errors and omissions insurance shall be in the form of the Mortgage
Banker’s Blanket Bond and shall protect and insure the Servicer against losses,
including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such persons. Such Fidelity Bond shall also protect and insure
the Servicer against losses in connection with the failure to maintain any
insurance policies required pursuant to this Agreement and the release or
satisfaction of a Mortgage Loan without having obtained payment in full of
the
indebtedness secured thereby. No provision of this Section 3.12 requiring the
Fidelity Bond and errors and omissions insurance shall diminish or relieve
the
Servicer from its duties and obligations as set forth in this Agreement. The
minimum coverage under any such bond and insurance policy shall be at least
equal to the corresponding amounts required by Xxxxxx Xxx in the Xxxxxx Mae
MBS
Selling and Servicing Guide or by Xxxxxxx Mac in the Xxxxxxx Mac Servicer’s
Guide. Upon the request of any party hereto, the Servicer shall cause to be
delivered to such party proof of coverage of the Fidelity Bond and errors and
omissions insurance policy and a statement from the surety and insurer that
the
surety and insurer shall endeavor to notify the Trustee within 30 days prior
to
such Fidelity Bond’s and errors and omissions insurance policy’s termination or
material modification. In the absence of notice from the surety, insurer or
Servicer of such termination or material modification, the Trustee shall be
under no obligation to take any action to determine whether or not such Fidelity
Bond or errors and omission policy has been terminated or materially
modified.
| Section 3.13 |
Title,
Management and Disposition of REO Property.
|
(a) In
the
event that title to a Mortgaged Property is acquired in foreclosure or by deed
in lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant
to a limited power of attorney to be provided by the Trustee to the Servicer)
in
the name of the Trustee or a nominee thereof (which nominee shall not be the
Servicer), on behalf of the Certificateholders, or in the event the Trustee
or a
nominee thereof is not authorized or permitted to hold title to real property
in
the state where the REO Property is located, or would be adversely affected
under the “doing business” or tax laws of such state by so holding title, the
deed or certificate of sale shall be taken in the name of such Person or Persons
as shall be consistent with an Opinion of Counsel obtained by the Servicer
from
an attorney duly licensed to practice law in the state where the REO Property
is
located. Any Person or Persons holding such title other than the Trustee shall
acknowledge in writing that such title is being held as nominee for the benefit
of the Trustee. The Trustee’s name shall be placed on the title to such REO
Property solely as the Trustee hereunder and not in its individual capacity.
The
Servicer shall ensure that the title to such REO Property references this
Agreement and the Trustee’s capacity hereunder.
(b) In
the
event that the Trust Fund acquires any REO Property as aforesaid or otherwise
in
connection with a default or imminent default on a Mortgage Loan, the Servicer
shall dispose of such REO Property before the end of the third calendar year
beginning after the year of its acquisition by the Trust Fund for purposes
of
Section 860G(a)(8) of the Code or, at the expense of the Trust Fund, request
from the Internal Revenue Service, more than 60 days before the day on which
the
above-mentioned grace period would otherwise expire, an extension of the
above-mentioned grace period, unless the Servicer obtains an Opinion of Counsel,
addressed to the Servicer and the Trustee, to the effect that the holding by
the
Trust Fund of such REO Property subsequent to such period will not: (i) result
in the imposition of any tax on “prohibited transactions” as defined in Section
860F of the Code; or (ii) cause any REMIC constituting any part of the Trust
Fund to fail to qualify as a REMIC at any time that any Certificates are
outstanding, in which case the Trust Fund may continue to hold such REO Property
(subject to any conditions contained in such Opinion of Counsel). The Servicer
shall be entitled to be reimbursed from the Collection Account for any costs
incurred in obtaining such Opinion of Counsel, as provided in Section
3.05.
Subject
to compliance with applicable laws and regulations as shall at any time be
in
force, and notwithstanding any other provisions of this Agreement, no REO
Property acquired by the Trust Fund shall be rented (or allowed to continue
to
be rented) or otherwise used by or on behalf of the Trust Fund in such a manner
or pursuant to any terms that would: (i) cause such REO Property to fail to
qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code; or (ii) subject any REMIC constituting part of the Trust Fund to
the
imposition of any federal income taxes on the income earned from such REO
Property, including any taxes imposed by reason of Sections 860F or 860G(c)
of
the Code, unless the Servicer has agreed to indemnify and hold harmless the
Trust Fund with respect to the imposition of any such taxes.
The
Servicer shall manage, conserve, protect and operate each REO Property for
the
Certificateholders and the Trust Fund 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 the related 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. The Servicer shall cause each REO Property to be inspected
promptly upon the acquisition of title thereto and shall cause each REO Property
to be inspected at least annually thereafter. The Servicer shall make or cause
to be made a written report of each such inspection. Such reports shall be
retained in the Mortgage Servicing File and copies thereof shall be forwarded
by
the Servicer to the Trustee upon request. The Servicer shall attempt to sell
the
same (and may temporarily rent the same) on such terms and conditions as the
Servicer deems to be in the best interest of the Certificateholders and the
Trust Fund.
With
respect to each REO Property, the Servicer shall account separately for each
REO
Property with respect to all funds collected and received in connection with
the
operation of such REO Property.
The
Servicer shall deposit or cause to be deposited, on a daily basis, within two
Business Days of receipt, in the Collection Account, all revenues received
with
respect to each REO Property and shall withdraw therefrom funds necessary for
the proper operation, management and maintenance of the related REO Property,
including the cost of maintaining any hazard insurance pursuant to Section
3.10
hereof and the fees of any managing agent acting on behalf of the Servicer,
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 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
3.13(b).
The
Servicer shall furnish to the Trustee, on each Servicer Remittance Date, an
operating statement for each REO Property covering the operation of each REO
Property for the previous month. Such operating statement shall be accompanied
by such other information as the Trustee shall reasonably request.
The
Servicer shall use its best efforts to dispose of the REO Property as promptly
as is practically consistent with protecting the Certificateholders’
interests.
Each
REO
Disposition shall be carried out by the Servicer at such price and upon such
terms and conditions as the Servicer deems to be in the best interest of the
Certificateholders. If as of the date title to any REO Property was acquired
by
the Servicer there were outstanding unreimbursed Servicing Advances with respect
to the REO Property, the Servicer, upon an REO Disposition of such REO Property,
shall be entitled to reimbursement for any related unreimbursed Servicing
Advances from proceeds received in connection with such REO Disposition. The
proceeds from the REO Disposition, net of any payment to the Servicer as
provided above, shall be deposited in the Collection Account for distribution
on
the succeeding Servicer Remittance Date in accordance with Section 4.01 and
Section 4.02.
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 and an
Opinion of Counsel is obtained by the Servicer to the effect that such sale
shall not cause any REMIC constituting part of the Trust Fund to fail to qualify
as a REMIC).
| Section 3.14 |
Due-on-Sale
Clauses; Assumption and Substitution Agreements.
|
When
a
Mortgaged Property has been or is about to be conveyed by the Mortgagor, the
Servicer shall, to the extent it has knowledge of such conveyance or prospective
conveyance, exercise its rights to accelerate the maturity of the related
Mortgage Loan under any “due-on-sale” clause contained in the related Mortgage
or Mortgage Note; provided,
however,
that
the Servicer shall not exercise any such right if the “due-on-sale” clause, in
the reasonable belief of the Servicer, is not enforceable under applicable
law.
An Opinion of Counsel at the expense of the Servicer (which expense shall
constitute a Servicing Advance) delivered to the Trustee and the Depositor
to
the foregoing effect shall conclusively establish the reasonableness of such
belief. In such event, the Servicer shall make reasonable efforts to enter
into
an assumption and modification agreement with the Person to whom such property
has been or is about to be conveyed, pursuant to which such Person becomes
liable under the Mortgage Note and, unless prohibited by applicable law or
the
Mortgage, the Mortgagor remains liable thereon. If the foregoing is not
permitted under applicable law, the Servicer is 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
Mortgagor and becomes liable under the Note. The Mortgage Loan, as assumed,
shall conform in all respects to the requirements, representations and
warranties of this Agreement. The Servicer shall notify the Trustee that any
such assumption or substitution agreement has been completed by forwarding
to
the Trustee (or the Custodian, as the case may be) the original copy of such
assumption or substitution agreement (indicating the Mortgage File to which
it
relates) which copy shall be added by the Trustee (or the Custodian, as the
case
may be) to the related Mortgage File and which 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. The Servicer shall be
responsible for recording any such assumption or substitution agreements. In
connection with any such assumption or substitution agreement, the Monthly
Payment on the related Mortgage Loan shall not be changed but shall remain
as in
effect immediately prior to the assumption or substitution, the stated maturity
or outstanding principal amount of such Mortgage Loan shall not be changed
nor
shall any required monthly payments of principal or interest be deferred or
forgiven. Any fee collected by the Servicer for consenting to any such
conveyance or entering into an assumption or substitution agreement shall be
retained by or paid to the Servicer as additional servicing
compensation.
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 any assumption which the Servicer may be restricted by
law
from preventing, for any reason whatsoever.
| Section 3.15 |
Notification
of Adjustments.
|
On
each
Adjustment Date, the Servicer shall make Mortgage Interest Rate adjustments
for
each Adjustable-Rate Mortgage Rate Loan in compliance with the requirements
of
the related Mortgage and Mortgage Note and Applicable Regulations. The Servicer
shall execute and deliver the notices required by each Mortgage and Mortgage
Note and Applicable Regulations regarding Mortgage Interest Rate adjustments.
The Servicer also shall provide timely notification to the Trustee of all
applicable data and information regarding such Mortgage Interest Rate
adjustments and the Servicer’s methods of implementing such Mortgage Interest
Rate adjustments. Upon the discovery by the Servicer or the Trustee that the
Servicer has failed to adjust or has incorrectly adjusted a Mortgage Interest
Rate or a Monthly Payment pursuant to the terms of the related Mortgage Note
and
Mortgage, the Servicer shall deliver to the Trustee for deposit in the
Distribution Account from its own funds the amount of any interest loss caused
thereby without reimbursement therefor; provided,
however,
the
Servicer shall be held harmless with respect to any Mortgage Interest Rate
adjustments made by any servicer prior to the Servicer. Under no circumstances
shall the Trustee be responsible for monitoring or recalculating any Mortgage
Rate Interest Adjustments by the Servicer.
| Section 3.16 |
Optional
Purchases of Mortgage Loans by Servicer.
|
The
Servicer (or an affiliate of the Servicer) may, at its option, repurchase a
Mortgage Loan or REO Property which becomes 120 or more days Delinquent or
for
which the Servicer has accepted a deed in lieu of foreclosure, during the period
commencing on the first day of the calendar quarter succeeding the calendar
quarter in which the Initial Delinquency Date occurred with respect to such
Mortgage Loan and ending on the last Business Day of such calendar quarter.
If
the Servicer (or an affiliate of the Servicer) does not exercise its purchase
right with respect to a Mortgage Loan during the period specified in the
preceding sentence, such Mortgage Loan shall thereafter again become eligible
for purchase pursuant to the preceding sentence only after the Mortgage Loan
ceases to be 120 days or more Delinquent and thereafter becomes 120 days
Delinquent again. The “Initial Delinquency Date” of a Mortgage Loan shall mean
the date on which the Mortgage Loan first became 120 days Delinquent. Prior
to
repurchase pursuant to this Section 3.16, the Servicer shall be required to
continue to make monthly advances pursuant to Section 4.07. 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 Servicer
shall purchase such (i) delinquent Mortgage Loan at a price equal to the
Principal Balance of the Mortgage Loan plus accrued interest thereon at the
Mortgage Interest Rate from the date to which interest has last been paid to
the
Trust Fund to the date of purchase plus any unreimbursed Servicing Advances
and
Advances or (ii) REO Property at its fair market value as determined in good
faith by the Servicer. Any such repurchase of a Mortgage Loan or REO Property
pursuant to this Section 3.16 shall be accomplished by delivery to the Trustee
for deposit in the Distribution Account of the amount of the purchase price.
The
Trustee shall immediately effectuate the conveyance of such delinquent Mortgage
Loan or REO Property to the Servicer to the extent necessary, including the
prompt delivery of all documentation to the Servicer, without
recourse.
| Section 3.17 |
Trustee
to Cooperate; Release of Files.
|
(a) Upon
the
payment in full of any Mortgage Loan (including any liquidation of such Mortgage
Loan through foreclosure or otherwise, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes), the Servicer shall deliver to the Trustee (or the Custodian
as
the case may be) two executed copies of a completed “Request for Release” in the
form of Exhibit E. Upon receipt of such Request for Release of Documents, the
Trustee (or the Custodian as the case may be) shall promptly release the related
Mortgage File, in trust to (i) the Servicer, or (ii) such other party identified
in the related Request for Release. Upon any such payment in full, or the
receipt of such notification that such funds have been placed in escrow, the
Servicer shall direct the Trustee in writing to execute an instrument of
satisfaction (or assignment of Mortgage without recourse) regarding the
Mortgaged Property relating to such Mortgage, which instrument of satisfaction
or assignment, as the case may be, shall be delivered to the Person or Persons
entitled thereto against receipt therefor of payment in full, it being
understood and agreed that no expense incurred in connection with such
instrument of satisfaction or assignment, as the case may be, shall be
chargeable to the Collection Account. In lieu of executing any such satisfaction
or assignment, as the case may be, the Servicer may prepare and submit to the
Trustee a satisfaction (or assignment without recourse, if requested by the
Person or Persons entitled thereto) in form for execution by the Trustee with
all requisite information completed by the Servicer; in such event, the Trustee
shall execute and acknowledge such satisfaction or assignment, as the case
may
be, and deliver the same with the related Mortgage File, as
aforesaid.
(b) From
time
to time and as appropriate in the servicing of any Mortgage Loan, including,
without limitation, foreclosure or other comparable conversion of a Mortgage
Loan or collection under any insurance policy relating to a Mortgage Loan,
the
Trustee shall (except in the case of the payment or liquidation pursuant to
which the related Mortgage File is released to an escrow agent or an employee,
agent or attorney of the Trustee), upon written request of the Servicer and
delivery to the Trustee (or the Custodian, as the case may be) of two executed
copies of a “Request for Release” in the form of Exhibit E signed by a Servicing
Officer, release the related Mortgage File to the Servicer and shall execute
such documents as shall be necessary to the prosecution of any such proceedings,
including, without limitation, an assignment without recourse, representation
or
warranty of the related Mortgage to the Servicer. Such receipt shall obligate
the Servicer to return the Mortgage File to the Trustee (or the Custodian,
as
the case may be) when the need therefor by the Servicer no longer exists unless
the Mortgage Loan shall be liquidated, in which case, upon receipt of a Request
for Release evidencing such liquidation, the receipt shall be released by the
Trustee (or the Custodian, as the case may be) to the Servicer.
(c) Subject
to Section 3.01, the Servicer shall have the right to accept applications of
Mortgagors for consent to (i) partial releases of Mortgages, (ii) alterations,
(iii) removal, demolition or division of properties subject to Mortgages and
(iv) second mortgage subordination agreements. No application for approval
shall
be considered by the Servicer unless: (w) it has received an Opinion of Counsel,
addressed to the Trustee (which opinion shall not be an expense of the Trustee
or the Trust Fund) that such sale, disposition, substitution, acquisition or
contribution will not affect adversely the status of any REMIC constituting
part
of the Trust Fund as a REMIC or cause any REMIC constituting part of the Trust
Fund to be subject to a tax on “prohibited transactions” or “contributions”
pursuant to the REMIC Provisions; (x) the provisions of the related Note and
Mortgage have been complied with; (y) the Combined Loan-to-Value Ratio and
debt-to-income ratio after any release does not exceed the maximum Combined
Loan-to-Value Ratio and debt-to-income ratio established in accordance with
the
underwriting standards of the Mortgage Loans; and (z) the lien priority of
the
related Mortgage is not affected. Upon receipt by the Trustee of a Servicing
Officer’s certificate setting forth the action proposed to be taken in respect
of a particular Mortgage Loan and certifying that the criteria set forth in
the
immediately preceding sentence have been satisfied, the Trustee shall execute
and deliver to the Servicer the consent or partial release so requested by
the
Servicer. A proposed form of consent or partial release, as the case may be,
shall accompany any Servicing Officer’s certificate delivered by the Servicer
pursuant to this paragraph.
| 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 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.
| Section 3.19 |
Annual
Statement as to Compliance.
|
(a) The
Servicer, at its own expense, will deliver to the Trustee and the Depositor,
not
later than March 15th
of each
year commencing in 2008, a Servicing Officer’s certificate in the form attached
hereto as Exhibit R-2, stating, as to each signer thereof, that (i) a review
of
the activities of the Servicer during such preceding calendar year (or such
shorter period in the case of the first such report) and of performance of
such
servicer 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 its obligations under this Agreement for 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 thereof.
(b) Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and its receipt of such shall not constitute constructive notice
of any information contained therein or determinable, from information contained
therein, including the Servicer’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).
(c) The
Servicer agrees to indemnify and hold harmless each of the Depositor, the
Trustee and each Person, if any, who “controls” the Depositor or the Trustee
within the meaning of the Securities Act and their respective officers,
directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses that such Person actually sustains
out of third party claims based on the failure of the Servicer or any related
Sub-Servicer to deliver or cause to be delivered when required any Annual
Statement of Compliance pursuant to this Section 3.19.
| Section 3.20 |
Reports
on Assessment of Compliance and
Attestation.
|
(a) Not
later
than the earlier of (a) March 15 of each calendar year (other than the calendar
year during which the Closing Date occurs) or (b) with respect to any calendar
year during which an annual report on Form 10-K is required to be filed pursuant
to Section 3.22 on behalf of the Trust, 15 calendar days before each date on
which that annual report on Form 10-K is required to be filed, pursuant to
Section 3.22 (or if such day is not a Business Day, the immediately preceding
Business Day), the Servicer, at its own expense, shall deliver to the Depositor,
the Trustee and each Rating Agency an officer’s certification and assessment of
its compliance with the Servicing Criteria applicable to it during the preceding
calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and
Item 1122 of Regulation AB (the “Assessment of Compliance”), which assessment
shall be substantially in the form of Exhibit R-1 hereto. The parties
acknowledge and agree that for the purposes of this Section 3.20, the items
indicated as being subject to assessment by each applicable party on Exhibit
A
to Exhibit R-1 hereto are the items to be assessed by such party as of the
Closing Date and that any changes to such allocation of assessment
responsibilities will be made by mutual agreement of the parties (collectively,
the “Servicing Criteria”). Any such changes will not require an amendment of
this Agreement.
(b) Not
later
than the earlier of (a) March 15 of each calendar year (other than the calendar
year during which the Closing Date occurs) or (b) with respect to any calendar
year during which an annual report on Form 10-K is required to be filed pursuant
to Section 3.22 on behalf of the Trust, 15 calendar days before each date on
which that annual report on Form 10-K is required to be filed pursuant to
Section 3.22 (or if such day is not a Business Day, the immediately preceding
Business Day), the Servicer, at its own expense, shall cause a nationally or
regionally recognized firm of independent registered public accountants (who
may
also render other services to the Servicer, the Sponsor or any affiliate
thereof), which is a member of the American Institute of Certified Public
Accountants to furnish a statement to the Depositor and the Trustee, that
attests to and reports on the assessment of compliance provided by the Servicer
pursuant to Section 3.20(a) (the “Accountant’s Attestation”). Such Accountant’s
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.
(c) The
Servicer shall cause any subservicer and each subcontractor to deliver, if
applicable, with respect to any calendar year during which the Depositor’s
annual report on Form 10-K is required to be filed in accordance with the
Exchange Act and the rules and regulations of the Securities and Exchange
Commission, not later than the 15th
day of
March preceding the date on which the Depositor’s annual report on Form 10-K is
required to be filed in accordance with the Exchange Act and the rules and
regulations of the Securities and Exchange Commission (or, in each case, if
such
day is not a Business Day, the immediately preceding Business Day) to the
Depositor and the Trustee an Assessment of Compliance, which assessment shall
be
substantially in the form of Exhibit R-1 hereto.
(d) With
respect to any calendar year during which the Depositor’s annual report on Form
10-K is required to be filed in accordance with the Exchange Act and the rules
and regulations of the Securities and Exchange Commission, not
later
than the 15th
day of
March preceding the
date
on which the Depositor’s annual report on Form 10-K is required to be filed in
accordance with the Exchange Act and the rules and regulations of the Securities
and Exchange Commission (or, in each case, if such day is not a Business Day,
the immediately preceding Business Day), the Servicer shall cause each
subservicer and each subcontractor to deliver to the Depositor and the Trustee
an Accountant’s Attestation by a registered public accounting firm that attests
to, and reports on, the Assessment of Compliance pursuant to Section 3.20(c)
above.
(e) With
respect to any calendar year during which the Depositor’s annual report on Form
10-K is required to be filed in accordance with the Exchange Act and the rules
and regulations of the Securities and Exchange Commission, not later
not
later than the 15th
day of
March preceding
the date
on which the Depositor’s annual report on Form 10-K is required to be filed in
accordance with the Exchange Act and the rules and regulations of the Securities
and Exchange Commission (or, in each case, if such day is not a Business Day,
the immediately preceding Business Day), the Custodian pursuant to the Custodial
Agreement will deliver to the Servicer, the Depositor and the Trustee an
Assessment of Compliance with regard to the Servicing Criteria applicable to
the
Custodian during the preceding calendar year, which assessment shall be
substantially in the form of Exhibit R-1 hereto.
(f) With
respect to any calendar year during which the Depositor’s annual report on Form
10-K is required to be filed in accordance with the Exchange Act and the rules
and regulations of the Securities and Exchange Commission, not
later
than the 15th
day of
March preceding
the date
on which the Depositor’s annual report on Form 10-K is required to be filed in
accordance with the Exchange Act and the rules and regulations of the Securities
and Exchange Commission (or, in each case, if such day is not a Business Day,
the immediately preceding Business Day), the Custodian pursuant to the Custodial
Agreement will deliver to the Depositor and the Trustee an Accountant’s
Attestation by a registered public accounting firm that attests to, and reports
on, the Assessment of Compliance pursuant to Section 3.20(e) above.
(g) With
respect to any calendar year during which the Depositor’s annual report on Form
10-K is required to be filed in accordance with the Exchange Act and the rules
and regulations of the Securities and Exchange Commission, not later than
the
15th
day of
March preceding
the date
on which the Depositor’s annual report on Form 10-K is required to be filed in
accordance with the Exchange Act and the rules and regulations of the Securities
and Exchange Commission (or, in each case, if such day is not a Business Day,
the immediately preceding Business Day), the Trustee shall deliver to the
Depositor an Assessment of Compliance with regard to the Servicing Criteria
applicable to the Trustee during the preceding calendar year, which assessment
shall be substantially in the form of Exhibit R-1 hereto.
(h) With
respect to any calendar year during which the Depositor’s annual report on Form
10-K is required to be filed in accordance with the Exchange Act and the rules
and regulations of the Securities and Exchange Commission, not later than
the
15th
day of
March preceding
the date
on which the Depositor’s annual report on Form 10-K is required to be filed in
accordance with the Exchange Act and the rules and regulations of the Securities
and Exchange Commission (or, in each case, if such day is not a Business Day,
the immediately preceding Business Day), the Trustee shall deliver to the
Depositor an Accountant’s Attestation by a registered public accounting firm
that attests to, and reports on, the Assessment of Compliance pursuant to
Section 3.20(g) above.
(i) The
Servicer agrees to indemnify and hold harmless each of the Depositor, the
Trustee and each Person, if any, who “controls” the Depositor or the Trustee
within the meaning of the Securities Act and their respective officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that such Person actually sustains arising out
of
third party claims based on (i) the failure of the Servicer or any related
subservicer or subcontractor to deliver or cause to be delivered when required
any Assessment of Compliance or Accountant’s Attestation required of it pursuant
to this Section 3.20, as applicable or (ii) any material misstatement contained
in any Assessment of Compliance provided on its behalf pursuant to Section
3.20,
as applicable. Notwithstanding
the foregoing, in no event shall the Servicer be liable for any consequential,
indirect or punitive damages pursuant to this Section 3.20.
(j) The
Trustee agrees to indemnify and hold harmless each of the Depositor, the
Servicer and each Person, if any, who “controls” the Depositor or the Servicer
within the meaning of the Securities Act and their respective officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related reasonable costs,
judgments and other costs and expenses that such Person actually sustains
arising out of third party claims based on (i) the failure of the Trustee to
deliver or cause to be delivered when required any Assessment of Compliance
required of it pursuant to Section 3.20 or (ii) any material misstatement
contained in any Assessment of Compliance provided on its behalf pursuant to
this Section 3.20, as applicable. Notwithstanding
the foregoing, in no event shall the Trustee be liable for any consequential,
indirect or punitive damages pursuant to this Section 3.20.
(k) Copies
of
such Assessments of Compliance and Accountant’s Attestations shall
be
provided by the Trustee to any Certificateholder,
upon
request, provided such documents are delivered to the Trustee. The initial
Assessments of Compliance and Accountant’s Attestations required pursuant to
this Section 3.20 shall be delivered to the Trustee and the Depositor, as
applicable, by each party no later than March 15, 2008.
| Section 3.21 |
Access
to Certain Documentation and Information Regarding the Mortgage
Loans.
|
The
Servicer shall provide to the Trustee, Certificateholders that are federally
insured savings and loan associations, the Office of Thrift Supervision, the
FDIC and the supervisory agents and examiners of each of the foregoing (which,
in the case of supervisory agents and examiners, may be required by applicable
state and federal regulations) access to the documentation regarding the
Mortgage Loans, such access being afforded without charge but only upon
reasonable request and during normal business hours at the offices of the
Servicer designated by it.
| Section 3.22 |
Periodic
Filings.
|
(a) The
Trustee will prepare and file Current Reports on Form 8-K in respect of the
Trust at the direction and expense of the Depositor, provided, that, as set
forth on Exhibit S, the Depositor, the Seller or the Servicer shall have timely
notified the Trustee of an item reportable on a Form 8-K and shall have
delivered to the Trustee no later than three Business Days prior to the filing
deadline for such Form 8-K, all information, data, and exhibits required to
be
provided or filed with such Form 8-K in electronic or other such other format
reasonably acceptable to the Trustee. To the extent that a Responsible Officer
of the Trustee has actual knowledge of an event relating to Items 3.03, 6.02,
6.03 or 6.04 of Form 8-K, the Trustee shall notify the Depositor of such event.
The Trustee shall not be responsible for determining what information is
required to be filed on a Form 8-K in connection with the transactions
contemplated by this Agreement or what events shall cause a Form 8-K to be
required to be filed and shall not be liable for any late filing of a Form
8-K
in the event that it does not receive all information, data, signatures and
exhibits required to be provided or filed on or prior to the second Business
Day
prior to the applicable filing deadline. Within 15 days after each Distribution
Date, the Trustee shall, on behalf of the Trust and in accordance with industry
standards, file with the Securities and Exchange Commission via the Electronic
Data Gathering and Retrieval System (“XXXXX”), a Form 10-D (or other comparable
form containing the same or comparable information or other information mutually
agreed upon) with, as set forth on Exhibit T, (1) a copy of the report to the
Certificateholders for such Distribution Date as an exhibit thereto and (2)
such
other information provided to the Trustee as identified on Exhibit T; provided
that such information is provided to the Trustee no later than the first
Business Day immediately following the related Distribution Date. Prior to
Xxxxx
00, 0000 (xxx, if applicable, prior to March 31 of each subsequent year) (the
“Form 10-K Filing Deadline”), the Trustee shall, on behalf of the Trust and in
accordance with industry standards, prepare and file with the Securities and
Exchange Commission via XXXXX a Form 10-K with respect to the Trust Fund. To
facilitate the Trustee’s preparation of the Form 10-K, the Trustee shall provide
to the Depositor its proposed Form 10-K template no later than forty-five (45)
days prior to the Form 10-K Filing Deadline and the Depositor shall review
such
template and provide to the Trustee, no later than thirty (30) days prior to
the
Form 10-K Filing Deadline, any comments to such Form 10-K template. As set
forth
on Exhibit U, such Form 10-K shall include as exhibits, each annual statement
of
compliance required to be delivered pursuant to Section 3.19 and each
Accountant’s Attestation and Assessment of Compliance required to be furnished
pursuant to Section 3.20, in each case to the extent they have been timely
delivered to the Trustee (or the Depositor, in the case of the Trustee’s
Assessment of Compliance) and such other information as is required by
Regulation AB. The Servicer will cause its senior officer in charge of
securitization to execute the certification, in the form attached hereto as
Exhibit O-1 (the “Form 10-K Certification”) required pursuant to Rule 13a -14
under the Securities Exchange Act of 1934, as amended, and the Trustee shall
file the same with the Securities and Exchange Commission prior to the Form
10-K
Filing Deadline. In connection therewith, the Trustee shall sign a certification
(in the form attached hereto as Exhibit O-2) for the benefit of the Depositor
and the Servicer and their officers, directors and affiliates regarding certain
aspects of the Form 10-K Certification (the “Trustee’s Certification”). To the
extent any information or exhibits required to be included in the Form 10-K
are
not timely received by the Trustee prior to the Form 10-K Filing Deadline,
the
Trustee shall, on behalf of the Trust, file one or more amended Form 10-Ks
to
include such missing information or exhibits promptly after receipt thereof
by
the Trustee. Promptly following the first date legally permissible under
applicable regulations and interpretations of the Securities and Exchange
Commission, the Trustee shall, on behalf of the Trust and in accordance with
industry standards, file with the Securities and Exchange Commission via XXXXX
a
Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
The Servicer agrees to furnish to the Trustee promptly, from time to time upon
request, such further information, reports and financial statements within
its
control related to this Agreement and the Mortgage Loans as the Trustee
reasonably deems appropriate to prepare and file all necessary reports with
the
Securities and Exchange Commission. Upon the preparation of each Form 10-D
filing by the Trustee, such Form 10-D filing shall be submitted to the
Depositor. Upon receipt of written notice to the Trustee via electronic mail
to
xxxxxxx.xxxxxxxx@xxxxxx.xxx, with a copy to xxxxxx.xxxxxxxxxxxxxx@xxxxxx.xxx,
and from the Depositor that the Form 10-D is ready for filing, the Trustee
shall
attach to any Form 10-D the signature page of the Depositor and submit such
Form
10-D for filing with the Securities and Exchange Commission. The Trustee shall
provide a copy of each Form 10-D and Form 8-K to each of the Servicer and the
Depositor. The Trustee shall have no responsibility to file any items with
the
Securities and Exchange Commission other than those specified in this section
and the Servicer shall execute any and all Form 10-Ks and the Depositor shall
execute any and all Form 8-Ks and 10-Ds required hereunder. All materials
provided to the Trustee relating to the Form 8-Ks, 10-Ds and 10-Ks required
hereunder shall be provided in electronic format compatible with the XXXXX
system, which may be in Microsoft Word. To the extent that (i) no notice is
provided to the Trustee of events or information reportable in any Form 8-K,
(ii) no notice is provided of events or information reportable in any Form
10-D
by the first Business Day after the related Distribution Date or (iii) no notice
is provided of events or information reportable in any Form 10-K by March 15
of
each year, in each case the Trustee shall without further notice conclude that
there is no event or information to be reported. Notwithstanding anything set
forth herein, the Servicer will not be responsible for the filing of any Form
8-K or Form 10-D filed on behalf of the Trust (including but not limited to
the
timing of any filing or completeness of such filings) and will not be
responsible for determining whether the content of any Form 8-K or Form 10-D
filed on behalf of the Trust is accurate or correct (unless such information
is
contained in the Remittance Report or otherwise specific to the Servicer, in
which case the Servicer will be responsible for making such a determination).
(b) The
Trustee shall, subject to Sections 8.01 and 8.02, indemnify and hold harmless
the Depositor, the Servicer and any director, officer, employee or agent of
the
Depositor and the Servicer and hold them harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses (other
than punitive damages) that any of them may sustain in any way related to (x)
a
breach of its obligation or the failure of the Trustee to perform any of its
obligations pursuant to Section 3.22(a), (y) or Trustee’s negligence, bad faith
or willful misconduct in connection therewith or any inaccuracy in the Trustee’s
Certification and (z) any inaccurate information provided by the Trustee (to
the
extent such inaccuracy is not due to inaccurate information provided to the
Trustee by the Servicer or any other party) that is contained in any Form 10-D
filed with the SEC, other than any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs, fees and expenses arising out of the Servicer’s or any other
party’s breach of its obligations under this Agreement or any other related
agreement. If the indemnification provided for herein is unavailable or
insufficient to hold harmless any indemnified party, then the Trustee shall
contribute to the amount paid or payable by the indemnified party as a result
of
the losses, claims, damages or liabilities of such indemnified party in such
proportion as is appropriate to reflect the relative fault of the indemnified
party on the one hand and the Trustee on the other.
(c) The
Servicer shall indemnify and hold harmless the Trustee and its officers,
directors and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of the Servicer’s failure to sign and
deliver either the certification or the Form 10-K within the time frame provided
in Section 3.22(a), other than any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of the Trustee’s breach of its
obligations under this Agreement. If the indemnification provided for herein
is
unavailable or insufficient to hold harmless the Trustee and its officers,
directors and Affiliates, then the Servicer shall contribute to the amount
paid
or payable by the Trustee, its officers, directors or Affiliates as a result
of
the losses, claims, damages or liabilities of the Trustee, its officers,
directors or Affiliates in such proportion as is appropriate to reflect the
relative fault of the Trustee and its officers, directors and Affiliates on
the
one hand and the Servicer on the other.
(d) If
the
Securities and Exchange Commission issues additional interpretative guidance
or
promulgates additional rules or regulations with respect to Regulation AB or
otherwise, or if other changes in applicable law occur, that would require
the
reporting arrangements, or the allocation of responsibilities with respect
thereto, described in this Section 3.22, to be conducted differently than as
described, the Depositor, the Servicer, and the Trustee will reasonably
cooperate to amend the provisions of this Section 3.22 in order to comply with
such amended reporting requirements and such amendment of this Section 3.22.
Any
such amendment shall be made in accordance with the first paragraph of Section
11.01 without the consent of the Certificateholders and without the requirement
to deliver notice in writing to the Depositor, the Servicer and the Trustee
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. Such amendment may result in the reduction
of
the reports filed by the Trustee on behalf of the Trust under the Exchange
Act.
Notwithstanding the foregoing, none of the Depositor, the Servicer and the
Trustee shall be obligated to enter into any amendment pursuant to this Section
3.22 that adversely affects its obligations and immunities under this
Agreement.
(e) In
filing
any Monthly Form 8-K or Form 10-K, the Trustee shall not undertake any analysis
of, and shall have no responsibility for, any financial information,
accountant’s report, certification or other matter contained therein, except for
computations performed by the Trustee and reflected in the statement set forth
in Section 4.06(a) hereof.
(f) The
Depositor, the Servicer and the Trustee agree to use their good faith efforts
to
cooperate in complying with the requirements of this Section 3.22.
(g) Upon
any
filing with the Securities and Exchange Commission, the Trustee shall promptly
deliver to the Depositor and the Servicer a copy of any such executed report,
statement or information.
(h) The
obligations set forth in paragraphs (a) and (b) of this Section shall only
apply
with respect to periods for which reports are required to be filed with respect
to the Trust under the Exchange Act. Prior to January 30 of the first year
in
which the Trustee is able to do so under applicable law, the Trustee shall
file
a Form 15 Suspension Notification with respect to the Trust. At any time after
the filing of a Form 15 Suspension Notification, if the number of
Certificateholders of record exceeds the number set forth in Section 15(d)
of
the Exchange Act or the regulations promulgated pursuant thereto which would
cause the Trust to again become subject to the reporting requirements of the
Exchange Act, the Trustee, solely at the Depositor’s prior written direction and
expense, shall recommence preparing and filing reports on Form 10-K and 10-D
as
required pursuant to this Section 3.22 and the parties hereto shall again have
the obligations set forth in this Section.
(i) For
so
long as reports are required to be filed with the Securities and Exchange
Commission under the Exchange Act with respect to the Trust, each of the
Depositor, the Trustee, the Servicer and the Seller shall notify the Depositor
and the Trustee in writing of any litigation or proceeding that would be
material to Certificateholders pending against such notifying person (or, in
the
case of the Servicer, against the Servicer or any Subservicer engaged by it),
or, with respect to the Depositor, the Trustee and the Seller, any affiliations
or relationships that develop following the Closing Date between such notifying
person (or, in the case of the Servicer, between the Servicer or any Subservicer
engaged by it) and any other party hereto or an Originator, that may have to
be
reported on a Form 8-K, Form 10-K or Form 10-D with respect to the Trust.
(j) For
so
long as reports are required to be filed with the Securities and Exchange
Commission under the Exchange Act with respect to the Trust, the Depositor
shall
notify the Servicer and the Trustee in writing within 10 days following any
Distribution Date as to whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days. Notwithstanding the foregoing, unless
otherwise indicated in writing by the Depositor within such 10 day-period of
time, the Depositor shall be deemed to have notified the Servicer and the
Trustee in the affirmative as to clauses (1) and (2) above. The Depositor shall
indemnify and hold harmless each of the Servicer and the Trustee, and officers,
directors and Affiliates of each, from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of the Depositor’s
failure to provide the accurate information required pursuant to this Section
3.22(j), other than any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs
and expenses arising out of the Servicer’s or the Trustee’s breach of its
respective obligations under this Agreement. If the indemnification provided
for
herein is unavailable or insufficient to hold harmless the Servicer or the
Trustee and its respective officers, directors and Affiliates, then the
Depositor shall contribute to the amount paid or payable by the Servicer, or
the
Trustee, as the case may be, its respective officers, directors or Affiliates
as
a result of the losses, claims, damages or liabilities of the Servicer, or
the
Trustee, as the case may be, its respective officers, directors or Affiliates
in
such proportion as is appropriate to reflect the relative fault of the Servicer,
or the Trustee and its respective officers, directors and Affiliates on the
one
hand and the Depositor on the other.
| Section 3.23 |
Obligations
of the Servicer in Respect of Compensating Interest.
|
Not
later
than the close of business on each Servicer Remittance Date, the Servicer shall
deliver to the Trustee for deposit in the Distribution Account an amount
(“Compensating Interest”) equal to the lesser of (A) the aggregate of the
Prepayment Interest Shortfalls on the Mortgage Loans for the related
Distribution Date resulting from Principal Prepayments in full on the Mortgage
Loans during the related Prepayment Period and (B) 50% of (x) its aggregate
Servicing Fee received in the related Collection Period and (y) the Excess
Servicing Fee with respect to such Distribution Date. Compensating Interest
shall be applied to offset any Prepayment Interest Shortfalls on the Mortgage
Loans. The Servicer shall not have the right to reimbursement for any amounts
remitted to the Trustee in respect of Compensating Interest. Such amounts so
remitted shall be included in the Available Funds and distributed therewith
on
the next Distribution Date. 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 3.24 |
Obligations
of the Servicer in Respect of Mortgage Interest Rates and 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
Interest Rates, Monthly Payments or 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 Trustee 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 Depositor and any successor servicer
in respect of any such liability. Such indemnities shall survive the termination
or discharge of this Agreement.
| Section 3.25 |
Investment
of Funds in the Collection Account and the Distribu-tion
Account.
|
(a) The
Servicer with respect to the Collection Account and the Trustee with respect
to
the Distribution Account, may direct any depository institution maintaining
the
Collection Account or Distribution Account, as applicable (for purposes of
this
Section 3.25, each an “Investment Account”), to invest the funds in such
Investment Account in one or more Permitted Investments 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 Trustee 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 Trustee 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 Trustee or the Servicer,
as applicable (in its capacity as such) or in the name of a nominee of the
Trustee.
In
the
event amounts on deposit in an Investment Account are at any time invested
in a
Permitted Investment payable on demand, the Trustee shall at the direction
of
the Servicer:
(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 Trustee 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 in the Distribution
Account shall be for the benefit of the Trustee. The Trustee shall deposit
in
the Distribution Account the amount of any loss incurred in respect of any
such
Permitted Investment made with funds in such account immediately upon
realization of such loss.
(c) All
income and gain realized from the investment of funds in the Collection Account
shall be for the benefit of the Servicer. The Servicer shall deposit in the
Collection Account the amount of any loss incurred in respect of any such
Permitted Investment made with funds in such account immediately upon
realization of such loss.
(d) Except
as
otherwise expressly provided in this Agreement, if any default occurs in the
making of a payment due under any Permitted Investment, or if a default occurs
in any other performance required under any Permitted Investment, the Trustee
may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of
the
Holders of Certificates representing more than 50% of the Voting Rights
allocated to any Class of Certificates, shall take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.
The
Trustee shall not in any way be held liable by reason of any insufficiency
in
any Account held by the Trustee resulting from any investment loss on any
Permitted Investment included therein (except to the extent that the Trustee
is
the obligor and has defaulted thereon).
| Section 3.26 |
Liability
of Servicer; Indemnification.
|
(a) Subject
to clause (b) below and Section 6.03, the Servicer (except the Trustee if it
is
required to succeed the Servicer hereunder) indemnifies and holds the Trustee,
the Sponsor, the Depositor and each Certificateholder harmless against any
and
all claims, losses, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other costs, fees and expenses that the
Trustee, the Depositor and any Certificateholder may sustain in any way related
to the failure of the Servicer to perform its duties and service the Mortgage
Loans in compliance with the Servicing Standards. The Servicer shall immediately
notify the Trustee, the Depositor and each Certificateholder if a claim is
made
that may result in such claims, losses, penalties, fines, forfeitures, legal
fees or related costs, judgments, or any other costs, fees and expenses, and
the
Servicer shall assume (with the consent of the Trustee) the defense of any
such
claim and pay all expenses in connection therewith, including reasonable counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which
may
be entered against the Servicer, the Trustee, the Depositor and/or
Certificateholder in respect of such claim. The provisions of this Section
3.26
shall survive the termination of this Agreement, the termination of the Servicer
or the Trustee and the payment of the outstanding Certificates.
(b) None
of
the Depositor, the Sponsor, the Servicer, or any of the directors, officers,
employees or agents of the Depositor, the Sponsor or the Servicer shall be
under
any liability to the Trust Fund or the Certificateholders for any action taken,
or for refraining from the taking of any action, in good faith pursuant to
this
Agreement, or for errors in judgment; provided,
however,
that
this provision shall not protect the Depositor, the Sponsor or the Servicer
or
any such Person against any breach of warranties or representations made herein,
or against any specific liability imposed on the Servicer for a breach of the
Servicing Standard, or against any liability which would otherwise be imposed
by
reason of its respective willful misfeasance, bad faith, fraud or negligence
in
the performance of its duties or by reasons of negligent disregard of its
respective obligations or duties hereunder.
The
Depositor, the Servicer, the Sponsor and any director, officer, employee or
agent of the Depositor, the Sponsor or the Servicer, may rely in good faith
on
any document of any kind which, prima facie, is properly executed and submitted
by any appropriate Person with respect to any matters arising hereunder. The
Depositor, the Servicer, the Sponsor, and any director, officer, employee or
agent of the Depositor, the Sponsor or the Servicer shall be indemnified and
held harmless by the Trust Fund against any loss, liability or expense incurred
in connection with any legal action relating to this Agreement or the
Certificates, other than any loss, liability or expense incurred in connection
with any legal action incurred by reason of its respective misfeasance, bad
faith, fraud or negligence, a breach of a representation or warranty hereunder
or (in the case of the Servicer) a breach of the Servicing Standard in the
performance of its respective duties or by reason of negligent disregard of
its
respective obligations or duties hereunder. Neither the Depositor, the Sponsor
nor the Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and in its opinion does not expose it to any expense or
liability; provided,
however,
that
the Depositor, the Sponsor or the Servicer may in its discretion undertake
any
action related to its obligations hereunder which it may deem necessary or
desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders
hereunder.
| Section 3.27 |
Reports
of Foreclosure and Abandonment of Mortgaged Properties.
|
On
or
before the last day of February of each year beginning in 2008, the Servicer
shall file the reports of foreclosure and abandonment of any Mortgaged Property
required by Section 6050J of the Code with the Internal Revenue Service and
provide an Officer’s Certificate certifying its compliance with this Section
3.27 to the Trustee. The reports from the Servicer shall be in form and
substance sufficient to meet the reporting requirements imposed by such Section
6050J.
| Section 3.28 |
Protection
of Assets.
|
(a) Except
for transactions and activities entered into in connection with the
securitization that is the subject of this Agreement, the Trust is not
authorized and has no power to:
(1) borrow
money or issue debt;
(2) merge
with another entity, reorganize, liquidate or sell assets; or
(3) engage
in
any business or activities.
(b) Each
party to this Agreement agrees that it will not file an involuntary bankruptcy
petition against the Trust or the Trust Fund or initiate any other form of
insolvency proceeding until after the Certificates have been paid.
| Section 3.29 |
Net
WAC Rate Carryover Reserve Account.
|
No
later
than the Closing Date, the Trustee shall establish and maintain with itself
a
separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
Account, U.S. Bank National Association, as Trustee, in trust for the registered
Holders of 2007-CB3 Trust, C-BASS Mortgage Loan Asset-Backed Certificates,
Series 0000-XX0.
Xx
each
Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
to the Class A Certificates, the Mezzanine Certificates or the Class B
Certificates, the Trustee has been directed by the Class CE-1 Certificateholders
to, and therefore shall, deposit into the Net WAC Rate Carryover Reserve Account
the amounts described in Section 4.02(B)(vi), rather than distributing such
amounts to the Class CE-1 Certificateholders. On each such Distribution Date,
the Trustee shall hold all such amounts for the benefit of the Holders of the
Class
A
Certificates, the Mezzanine Certificates and the Class B
Certificates,
and
shall distribute such amounts to the Holders of the Class A Certificates, the
Mezzanine Certificates and/or the Class B Certificates in the amounts and
priorities set forth in Section 4.02.
For
federal and state income tax purposes, the Class CE-1 Certificateholders will
be
deemed to be the owners of the Net WAC Rate Carryover Reserve Account and all
amounts deposited into the Net WAC Rate Carryover Reserve Account shall be
treated as amounts distributed by REMIC 8 to the Holders of the Class CE-1
Certificates. Upon the termination of the Trust, or the payment in full of
the
Class A Certificates, the Mezzanine Certificates and the Class B Certificates,
all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account
shall be released by the Trust and distributed to the Class CE-1
Certificateholders or their designees. The Net WAC Rate Carryover Reserve
Account shall be part of the Trust but not part of any REMIC and any payments
to
the Holders of the Class A Certificates, the Mezzanine Certificates or the
Class
B Certificates of Net WAC Rate Carryover Amounts shall not be payments with
respect to a “regular interest” in a REMIC within the meaning of Code Section
860(G)(a)(1). The Net WAC Rate Carryover Reserve Account will be an “outside
reserve fund” within the meaning of Treasury Regulation Section
1.860G-2(h).
By
accepting a Class CE-1 Certificate, each Class CE-1 Certificateholder hereby
agrees to direct the Trustee, and the Trustee hereby is directed, to deposit
into the Net WAC Rate Carryover Reserve Account the amounts described above
on
each Distribution Date as to which there is any Net WAC Rate Carryover Amount
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.
Amounts
on deposit in the Net WAC Rate Carryover Reserve Account shall remain
uninvested.
For
federal tax return and information reporting, the value of the right of Class
A
Certificates, the Mezzanine Certificates and the Class B Certificates to receive
payments from the Net WAC Rate Carryover Reserve Account in respect of any
Net
WAC Rate Carryover Amount shall be zero.
| Section 3.30 |
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 3.30(e) below, under which (1) the Servicer assigns or pledges
its
rights under this Agreement to be reimbursed for any or all 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 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 Advances and/or Servicing Advances,
(A) the Servicer (i) shall remain obligated pursuant to this Agreement to make
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 Trustee 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 3.30(c) hereof,
have the right to make withdrawals from the Collection Account pursuant to
Section 3.05 hereof to reimburse previously unreimbursed Advances and/or
Servicing Advances (“Advance Reimbursement Amounts”). Advance Reimbursement
Amounts (i) shall consist solely of amounts in respect of Advances and/or
Servicing Advances for which the Servicer would be permitted to reimburse itself
in accordance with Section 3.05 hereof, assuming the Servicer had made the
related Advance(s) and/or Servicing Advance(s) and (ii) shall not consist of
amounts payable to a successor Servicer in accordance with Section 3.05 hereof
to the extent permitted under Section 3.30(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 Advances and/or Servicing Advances in accordance with Section
3.05 hereof, which entitlement may be terminated by the Advance Financing Person
pursuant to a written notice to the Trustee 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 3.05 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 3.04(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 3.05 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 Trustee 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 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 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 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
4.07(d), any Nonrecoverable Advance referred to therein may have been made
by
such Servicer or any predecessor Servicer. In making its determination that
any
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 Advance or Servicing Advance shall have been made
by
the Servicer or any predecessor Servicer.
(g) Any
amendment to this Section 3.30 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 3.30, 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 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 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 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 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
FLOW
OF
FUNDS
| Section 4.01 |
Interest
Distributions.
|
On
each
Distribution Date, the Trustee shall withdraw from the Distribution Account
the
Interest Remittance Amount (net of any Trustee Fees then due and owing, which
shall be withdrawn and paid to the Trustee) to the extent on deposit therein
and
apply it in the following order of priority (based upon the Mortgage Loan
information provided to it in the Remittance Report, upon which the Trustee
may
conclusively rely):
(i) concurrently,
to the Holders of each Class of Class A Certificates, on a pro
rata basis
based on the entitlement of each such Class, the applicable Accrued Certificate
Interest for such Distribution Date;
(ii) concurrently,
to the Holders of each Class of Class A Certificates, on a pro
rata basis
based on the entitlement of each such Class, the applicable Interest Carry
Forward Amount for the Class A 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 B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that
order, in an amount equal to the Accrued Certificate Interest on each such
Class
for such Distribution Date; and
(iv) any
remaining Interest Remittance Amount applied as Monthly Excess Cashflow Amounts
as set forth under Section 4.02(B) below.
With
respect to any distributions to be made on the Class B-1 Certificates, the
Class
B-2 Certificates, the Class B-3 Certificates or the Class B-4 Certificates
pursuant to this Section 4.01, such distributions will be made first, on the
related Class B Interest and then, on the related Class of
Certificates.
On
each
Distribution Date, for so long as Xxxxxx Loan Servicing LP is the Servicer
of
the Mortgage Loans, the Trustee shall distribute to the Holders of the Class
CE-2 Certificates, with respect to each Mortgage Loan and for each such calendar
month, an amount equal to one-twelfth of the product of (i) the Excess Servicing
Fee Rate multiplied by (ii) the same principal amount on which interest on
such
Mortgage Loan accrues for such calendar month (the “Excess Servicing
Fee”).
| Section 4.02 |
Distributions
of Principal, Monthly Excess Cashflow Amounts, Net WAC Rate Carryover
Amounts, Net Swap Payments.
|
(A) Distributions
of Principal:
I. On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event
is in effect, distributions in respect of principal to the extent of the
Principal Remittance Amount will be made in the following order of priority
to
the extent available:
(a) to
the
Holders of the Class A Certificates (allocated among the Class A Certificates
in
the priority described below), until the Certificate Principal Balances thereof
have been reduced to zero; and
(b) 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 B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that
order, until the Certificate Principal Balances thereof have been reduced to
zero.
II. On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
Event is not in effect, distributions in respect of principal to the extent
of
the Principal Remittance Amount shall be made in the following order of priority
to the extent available:
(a) to
the
Holders of the Class A Certificates (allocated among the Class A Certificates
in
the priority described below), in an amount equal to the Senior Principal
Distribution Amount, until the Certificate Principal Balances thereof have
been
reduced to zero; and
(b) 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 B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that
order, in an amount equal to the related Subordinate Principal Distribution
Amount, until the Certificate Principal Balances thereof have been reduced
to
zero.
With
respect to the Class A Certificates, all principal distributions will be
distributed first, to the Holders of the Class A-5 Certificates, the Lockout
Distribution Percentage of such principal distributions, until the Certificate
Principal Balance of the Class A-5 Certificates has been reduced to zero;
second, to the Class A-1 Certificates, until the Certificate Principal Balance
of the Class A-1 Certificates has been reduced to zero; third, to the Class
A-2
Certificates, until the Certificate Principal Balance of the Class A-2
Certificates has been reduced to zero; fourth, to the Class A-3 Certificates,
until the Certificate Principal Balance of the Class A-3 Certificates has been
reduced to zero; fifth, to the Class A-4 Certificates, until the Certificate
Principal Balance of the Class A-4 Certificates has been reduced to zero; and
sixth, to the Class A-5 Certificates, until the Certificate Principal Balances
of the Class A-5 Certificates have been reduced to zero, provided, however,
on
any Distribution Date on which the aggregate Certificate Principal Balance
of
the Mezzanine Certificates and the Class B Certificate has been reduced to
zero,
principal distributions will be distributed concurrently, to the Class A
Certificates, on a pro
rata
basis,
based on the Certificate Principal Balance of each such Class, until their
respective Certificate Principal Balances have been reduced to
zero.
(B) On
each
Distribution Date, any Monthly Excess Cashflow Amount shall be distributed,
to
the extent available, in the following order of priority on such Distribution
Date:
(i) 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
Overcollateralization Deficiency, distributable as part of the Principal
Remittance Amount;
(ii) beginning
with the Distribution Date in March 2026, if the aggregate Principal Balance
of
the Mortgage Loans with original terms to maturity of greater than 30 years
exceeds the Overcollateralization Amount for such Distribution Date,
sequentially, to the Holders of the Class A Certificates (on a pro
rata
basis
based on the Certificate Principal Balance of each such Class), the Class M-1
Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class
M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class B-1
Certificates, Class B-2 Certificates, Class B-3 Certificates and Class B-4
Certificates, in that order, as distributions of principal in reduction of
the
Certificate Principal Balances thereof, until the aggregate Principal Balance
of
the Mortgage Loans with original terms to maturity of greater than 30 years
is
equal to or less than the Overcollateralization Amount for such Distribution
Date;
(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 B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that
order, first, to fund the Interest Carry Forward Amount, if any, for each such
Class and second, to fund the related Realized Loss Amortization Amount for
each
such Class for such Distribution Date;
(iv) to
the
Net WAC Rate Carryover Reserve Account to fund the amount of any Net WAC Rate
Carryover Amount;
(v) to
the
Swap Provider, any Swap Termination Payments resulting from a Swap Provider
Trigger Event;
(vi) to
the
Holders of the Class CE-1 Certificates, (a) the Accrued Certificate Interest
for
such Distribution Date and (b) on any Distribution Date on which the aggregate
Certificate Principal Balance of the Floating Rate Certificates and the Fixed
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
(vii) if
such
Distribution Date follows the Prepayment Period during which occurs the latest
date on which a Prepayment Charge may be required to be paid in respect of
any
Mortgage Loans, to the Holders of the Class P Certificates, in reduction of
the
Certificate Principal Balance thereof, until the Certificate Principal Balance
thereof is reduced to zero; and
(viii) any
remaining amounts to the Holders of the Residual Certificates (in respect of
the
Class R-1 Interest, the Class R-2 Interest, the Class R-3 Interest, the Class
R-4 Interest, the Class R-5 Interest, the Class R-6 Interest, the Class R-7
Interest, the Class R-8 Interest, the Class R-9 Interest, the Class R-10
Interest and the Class R-11 Interest, as applicable).
With
respect to any distributions to be made on the Class B Certificates, the Class
CE-1 Certificates, the Class CE-2 Certificates and the Class P Certificates
pursuant to this Section 4.02, such distributions will be made first, on the
related Class B Interest, Class CE-1 Interest, the Class CE-2 Interest or Class
P Interest, as applicable, and then, on the related Class of
Certificates.
Following
the foregoing distributions, an amount equal to the amount of Subsequent
Recoveries deposited into the Collection Account pursuant to Section 3.04(a)
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 4.03.
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
4.03. 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) On
each
Distribution Date, all Prepayment Charges (including amounts deposited in
connection with the full or partial waiver of such Prepayment Charges pursuant
to Section 3.01) shall be allocated to the Class P Certificates.
(D) On
each
Distribution Date, after making the distributions of the Available Funds as
set
forth above, the Trustee 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 each Class of Class A Certificates, on a pro
rata
basis
based on the Net WAC Rate Carryover Amount remaining 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
B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order, to the
extent of any remaining Net WAC Rate Carryover Amount for such
Class.
(E) On
each
Distribution Date, after making the distributions of the Available Funds, the
Monthly Excess Cashflow Amount and amounts on deposit in the Net WAC Rate
Carryover Reserve Account as set forth above, the Trustee shall distribute
the
amount on deposit in the Swap Account as follows:
(i) to
the
Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the
Interest Rate Swap Agreement for such Distribution Date;
(ii) to
the
Swap Provider, any Swap Termination Payment owed to the Swap Provider pursuant
to the Interest Rate Swap Agreement not due to a Swap Provider Trigger
Event;
(iii) sequentially,
to the Class M-1 Certificates,
Class
M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
Certificates and Class M-6 Certificates, in that order, the related Accrued
Certificate Interest and Interest Carry Forward Amount, to the extent remaining
undistributed after the distributions of the Interest Remittance Amount and
the
Monthly Excess Cashflow Amount;
(iv) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to any remaining
Overcollateralization Deficiency Amount after taking into account distributions
made pursuant to Section 4.02(B)(i), in the manner and the priority set forth
in
Section 4.02(A);
(v) sequentially
to the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates,
Class M-4 Certificates, Class M-5 Certificates and Class M-6 Certificates,
in
that order, in each case up to the related Allocated Realized Loss Amount
related to such Certificates for such Distribution Date remaining undistributed
after distribution of the Monthly Excess Cashflow Amount;
(vi) sequentially,
to the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates,
Class M-4 Certificates, Class M-5 Certificates and Class M-6 Certificates,
in
that order, the related Net WAC Rate Carryover Amount, to the extent remaining
undistributed after distributions are made from the Net WAC Rate Carryover
Reserve Account; and
(vii) any
remaining amounts to the Holders of the Class CE-1 Certificates.
| Section 4.03 |
Allocation
of Losses.
|
(a) All
Realized Losses on the Mortgage Loans allocated to any Regular Certificate
shall
be allocated by the Trustee on each Distribution Date as follows: first, to
the
Accrued Certificate Interest on the Class CE-1 Certificates as provided in
Section 1.03 (after the allocation thereto of any Prepayment Interest Shortfalls
or Relief Act Interest Shortfalls as provided in Section 1.03); second, to
the
Class CE-1 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; third, to the Class B-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fourth, to
the
Class B-3 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; fifth, to the Class B-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; sixth, to the Class B-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; seventh, to the Class M-6 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; eighth, to the Class M-5 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; ninth,
to the Class M-4 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; tenth, to the Class M-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; eleventh, to
the
Class M-2 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero and twelfth, 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 or a Class B
Certificate on any Distribution Date shall be made by reducing the Certificate
Principal Balance thereof by the amount so allocated.
(b) With
respect to the REMIC 1 Regular Interests, all Realized Losses on the Mortgage
Loans shall be allocated by the Trustee on each Distribution Date, first to
REMIC 1 Regular Interest I until the Uncertificated Principal Balance has been
reduced to zero, and second, to REMIC 1 Regular Interest I-1-A through REMIC
1
Regular Interest I-14-B, starting with the lowest numerical denomination until
such REMIC 1 Regular Interest has been reduced to zero, provided that, for
REMIC
1 Regular Interests with the same numerical denomination, such Realized Losses
shall be allocated pro
rata
between
such REMIC 1 Regular Interests.
(c) All
Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
each
Distribution Date to the following REMIC 2 Regular Interests in the specified
percentages, as follows: first, to Uncertificated Accrued Interest payable
to
REMIC 2 Regular Interest LT2AA and REMIC 2 Regular Interest LT2ZZ up to an
aggregate amount equal to the REMIC 2 Interest Loss Allocation Amount, 98%
and
2%, respectively; second, to the Uncertificated Principal Balances of REMIC
2
Regular Interest LT2AA and REMIC 2 Regular Interest LT2ZZ up to an aggregate
amount equal to the REMIC 2 Principal Loss Allocation Amount, 98% and 2%,
respectively; third, to the Uncertificated Principal Balances of REMIC 2 Regular
Interest LT2AA, REMIC 2 Regular Interest LT2B4 and REMIC 2 Regular Interest
LT2ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of REMIC 2 Regular Interest LT2B4 has been reduced to zero; fourth, to the
Uncertificated Principal Balances of REMIC 2 Regular Interest LT2AA, REMIC
2
Regular Interest LT2B3 and REMIC 2 Regular Interest LT2ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LT2B3 has been reduced to zero; fifth, to the Uncertificated Principal
Balances of REMIC 2 Regular Interest LT2AA, REMIC 2 Regular Interest LT2B2
and
REMIC 2 Regular Interest LT2ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LT2B2 has been
reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LT2AA, REMIC 2 Regular Interest LT2B1 and REMIC 2 Regular
Interest LT2ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LT2B1 has been reduced to zero; seventh,
to
the Uncertificated Principal Balances of REMIC 2 Regular Interest LT2AA, REMIC
2
Regular Interest LT2M6 and REMIC 2 Regular Interest LT2ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LT2M6 has been reduced to zero; eighth, to the Uncertificated Principal
Balances of REMIC 2 Regular Interest LT2AA, REMIC 2 Regular Interest LT2M5
and
REMIC 2 Regular Interest LT2ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LT2M5 has been
reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LT2AA, REMIC 2 Regular Interest LT2M4 and REMIC 2 Regular
Interest LT2ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LT2M4 has been reduced to zero; tenth,
to
the Uncertificated Principal Balances of REMIC 2 Regular Interest LT2AA, REMIC
2
Regular Interest LT2M3 and REMIC 2 Regular Interest LT2ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LT2M3 has been reduced to zero; eleventh, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest LT2AA, REMIC 2 Regular Interest
LT2M2 and REMIC 2 Regular Interest LT2ZZ, 98%, 1% and 1%, respectively, until
the Uncertificated Principal Balance of REMIC 2 Regular Interest LT2M2 has
been
reduced to zero and twelfth, to the Uncertificated Principal Balances of REMIC
2
Regular Interest LT2AA, REMIC 2 Regular Interest LT2M1 and REMIC 2 Regular
Interest LT2ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LT2M1 has been reduced to zero.
(d) Special
Hazard Losses will be allocated as set forth in (a) above; provided, however,
that if Special Hazard Losses exceed the greatest of (i) 1.00% of the aggregate
Principal Balance of the Mortgage Loans as of the Cut-off Date, (ii) the product
(a) two (b) the Principal Balance of the Mortgage Loan with the largest
Principal Balance as of the last day of the related Collection Period and (iii)
the aggregate Principal Balance of the Mortgage Loans located within the largest
zip-code concentration in California as of the last day of the related
Collection Period, such excess Special Hazard Losses will be allocated among
the
Class B Certificates and the Mezzanine Certificates on a pro
rata basis
based on the Certificate Principal Balance of each such Class.
| Section 4.04 |
Method
of Distribution.
|
The
Trustee shall make distributions in respect of a Distribution Date to each
Certificateholder of record on the related Record Date (other than as provided
in Section 10.01 respecting the final distribution), in the case of
Certificateholders of the Certificates, by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and is the
registered owner of such Certificates the aggregate initial Certificate
Principal Balance or Notional Amount of which is in excess of $5,000,000, or
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, provided
that
the Trustee may deduct a reasonable wire transfer fee from any payment made
by
wire transfer. Distributions among Certificateholders shall be made in
proportion to the Percentage Interests evidenced by the Certificates held by
such Certificateholders.
| Section 4.05 |
Distributions
on Book-Entry Certificates.
|
Each
distribution with respect to a Book-Entry Certificate shall be paid to the
Depository, which shall credit 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. All such credits and disbursements
with respect to a Book Entry Certificate are to be made by the Depository and
the Depository Participants in accordance with the provisions of the
Certificates. None of the Trustee, the Depositor, the Servicer or the Sponsor
shall have any responsibility therefor except as otherwise provided by
applicable law.
| Section 4.06 |
Statements.
|
(a) On
each
Distribution Date, based, as applicable, on the Mortgage Loan information
contained in the Remittance Report, the Trustee shall prepare and make available
on its website at xxxx://xxx.xxxxxx.xxx/xxx, or at such other site as the
Trustee may designate from time to time, for access by each Holder of the
Regular Certificates and the Depositor, a statement as to the distributions
made
on such Distribution Date:
(i) the
amount of the distribution made on such Distribution Date to the Holders of
each
Class of Certificates allocable to principal;
(ii) the
amount of the distribution made on such Distribution Date to the Holders of
each
Class of Certificates allocable to interest, separately identified; the amount
of the distribution made on such Distribution Date to the Holders of the Class
CE-1 Certificates and the aggregate amount of Prepayment Charges collected
(including amounts deposited in connection with the full or partial waiver
of
such Prepayment Charges pursuant to Section 3.01) during the related Collection
Period and the amounts thereof allocable to the Class P
Certificates;
(iii) the
Overcollateralization Amount, the Overcollateralization Release Amount, the
Overcollateralization Deficiency, the Targeted Overcollateralization Amount
and
the Monthly Excess Interest Amount as of such Distribution Date;
(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 amount of Advances for the related Collection Period (including the
general purpose of such Advances to the extent such information is provided
to
the Trustee by the Servicer);
(vi) the
Pool
Balance at the close of business at the end of the related Collection
Period;
(vii) the
number, weighted average remaining term to maturity and weighted average
Mortgage Interest Rate of the Mortgage Loans as of the related Due
Date;
(viii) the
number and aggregate unpaid Principal Balance of Mortgage Loans (a) 30 to 59
days past due on a contractual basis, (b) 60 to 89 days past due on a
contractual basis, (c) 90 or more days past due on a contractual basis, (d)
as
to which foreclosure proceedings have been commenced and (e) in bankruptcy
as of
the close of business on the last day of the calendar month preceding such
Distribution Date;
(ix) 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 Principal Balance of such Mortgage Loan as of the date it became
an REO Property;
(x) the
book
value of any REO Property as of the close of business on the last Business
Day
of the calendar month preceding the Distribution Date, and, cumulatively, the
total number and cumulative principal balance of all REO Properties as of the
close of business of the last day of the preceding Collection
Period;
(xi) the
aggregate amount of Principal Prepayments made during the related Prepayment
Period;
(xii) the
aggregate amount of Realized Losses incurred during the related Collection
Period and the cumulative amount of Realized Losses;
(xiii) the
Certificate Principal Balance or Notional Amount, as applicable, of each Class
of Certificates (other than the Residual Certificates), after giving effect
to
the distributions, and allocations of Realized Losses or Applied Realized Loss
Amounts, as applicable, made on such Distribution Date, separately identifying
any reduction thereof due to allocations of Realized Losses or Applied Realized
Loss Amounts;
(xiv) the
Accrued Certificate Interest in respect of each Class of Class A Certificates,
Mezzanine Certificates and Class B Certificates for such Distribution Date,
and
the respective portions thereof, if any, remaining unpaid following the
distributions made in respect of such Certificates on such Distribution Date
and
the amount of any Net WAC Rate Carryover Amounts;
(xv) 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
3.23;
(xvi) the
Net
WAC Rate Carryover Amounts distributed on such Distribution Date and the amounts
remaining after giving effect to distributions thereof on such Distribution
Date;
(xvii) whether
a
Stepdown Date or Trigger Event has occurred and is continuing, and the
cumulative Realized Losses, as a percentage of the original Pool
Balance;
(xviii) the
Available Funds;
(xix) the
rate
at which interest accrues for each Class of Certificates for such Distribution
Date;
(xx) the
Liquidation Report for such Distribution Date;
(xxi) the
aggregate Principal Balance of Mortgage Loans purchased by the Servicer or
Sponsor during the related Collection Period and indicating the Section of
this
Agreement requiring or allowing the purchase of each such Mortgage
Loan;
(xxii) the
amount of any Net Swap Payments or Swap Termination Payments; and
(xxiii) the
applicable Record Date, Interest Accrual Period, Determination Date,
Distribution Date and any other applicable determination dates for calculating
distributions for such Distribution Date.
The
Trustee’s responsibility for providing the above statement is limited to the
availability, timeliness and accuracy of the information derived from the
Servicer. The Trustee may fully rely upon and shall have no liability with
respect to information with respect to the Mortgage Loans provided by the
Servicer.
In
the
case of information furnished pursuant to subclauses (i) through (iii) above,
the amounts shall be expressed in a separate section of the report as a dollar
amount for each Class for each $1,000 original dollar amount as of the Cut-off
Date.
Parties
that are unable to use or access the Trustee’s website are entitled to have a
paper copy of the above statement mailed to them by first class mail by calling
the Trustee at (000) 000-0000.
(b) Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall
furnish to each Person who at any time during the calendar year was a
Certificateholder of a Regular Certificate, if requested in writing by such
Person, such information as is reasonably necessary to provide to such Person
a
statement containing the information set forth in subclauses (i), (ii), (xv)
and
(xx) above, aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared and furnished by the Trustee to
Certificateholders pursuant to any requirements of the Code as are in force
from
time to time.
(c) On
each
Distribution Date, the Trustee shall forward to the Residual Certificateholders
a copy of the reports forwarded to the Regular Certificateholders in respect
of
such Distribution Date with such other information as the Trustee deems
necessary or appropriate. Such obligation of the Trustee shall be deemed to
have
been satisfied to the extent that substantially comparable information shall
be
prepared and furnished to Residual Certificateholders by the Trustee pursuant
to
any requirements of the Code as from time to time in force.
| Section 4.07 |
Remittance
Reports; Advances.
|
(a) On
the
second Business Day following each Determination Date but in no event less
than
four Business Days prior to the related Distribution Date, the Servicer shall
deliver to the Trustee by telecopy (or by such other means as the Servicer
and
the Trustee may agree from time to time) a Remittance Report with respect to
the
related Distribution Date. On the same date, the Servicer shall forward to
the
Trustee by overnight mail a computer readable magnetic tape or diskette or
in
such other medium as may be agreed between the Servicer and the Trustee
containing the information set forth in such Remittance Report with respect
to
the related Distribution Date. Not later than the close of business New York
time on the Servicer Remittance Date, the Servicer shall deliver or cause to
be
delivered to the Trustee in addition to the information provided on the
Remittance Report, such other information reasonably available to it with
respect to the Mortgage Loans as the Trustee may reasonably request or order
in
order for the Trustee to perform the calculations necessary to make the
distributions contemplated by Section 4.01, 4.02 and 4.03 and to prepare the
statements to Certificateholders contemplated by Section 4.06. The Trustee
shall
not be responsible to recompute, recalculate or verify any information provided
to it by the Servicer.
(b) The
amount of Advances to be made by the Servicer for any Distribution Date shall
equal, subject to Section 4.07(d), (i) the aggregate amount of Monthly Payments
(net of the related Servicing Fee and the Excess Servicing Fee and other than
the portion of the Monthly Payment representing principal on any second lien
Mortgage Loan), due during the related Collection Period in respect of the
Actuarial Mortgage Loans, which Monthly Payments were delinquent on a
contractual basis as of the close of business on the related Determination
Date
and (ii) with respect to each REO Property, which REO Property was acquired
during or prior to the related Prepayment Period and as to which such REO
Property an REO Disposition did not occur during the related Prepayment Period,
an amount equal to the excess, if any, of only the interest portion of the
Monthly Payments (net of the related Servicing Fee and the Excess Servicing
Fee)
that would have been due on the related Due Date in respect of the related
Mortgage Loans, over the net income from such REO Property deposited in the
Collection Account pursuant to Section 3.13 for distribution on such
Distribution Date. For purposes of the preceding sentence, the Monthly Payment
on each Balloon Mortgage Loan with a delinquent Balloon Payment is equal to
the
assumed monthly payment that would have been due on the related Due Date based
on the original principal amortization schedule for the such Balloon Mortgage
Loan.
On
or
before the close of business New York time on the Servicer Remittance Date,
the
Servicer shall remit in immediately available funds to the Trustee for deposit
in the Distribution Account an amount equal to the aggregate amount of Advances,
if any, to be made in respect of the Mortgage Loans and REO Properties for
the
related Distribution Date either (i) from its own funds or (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 4.07, used by the Servicer in discharge of any such
Advance) or (iii) in the form of any combination of (i) and (ii) aggregating
the
total amount of Advances to be made by the Servicer with respect to the Mortgage
Loans and REO Properties. In addition, the Servicer shall have the right to
reimburse itself for any Advances previously made from the Collection Account,
to the extent of funds held therein for future distribution. Any amounts held
for future distribution and so used shall be appropriately reflected in the
Servicer’s records and replaced by the Servicer by deposit in the Collection
Account on or before the next Distribution Date to the extent that the Available
Funds for the related Distribution Date (determined without regard to Advances
to be made on the Servicer Remittance Date) shall be less than the total amount
that would be distributed to the Classes of Certificateholders pursuant to
Section 4.01 and 4.02 on such Distribution Date if such amounts held for future
distributions had not been so used to make Advances. The Trustee will provide
notice to the Servicer by telecopy by the close of business on any Servicer
Remittance Date in the event that the amount remitted by the Servicer to the
Trustee on such date is less than the Advances required to be made by the
Servicer for the related Distribution Date, as set forth in the related
Remittance Report.
(c) The
obligation of the Servicer to make such 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 the earlier
of such time as such Mortgage Loan is paid in full by the Mortgagor or disposed
of by the Trust, or until the recovery of all Liquidation Proceeds
thereon.
(d) Notwithstanding
anything herein to the contrary, no Advance or Servicing Advance shall be
required to be made hereunder by the Servicer if such Advance would, if made,
constitute a Nonrecoverable Advance. The determination by the Servicer that
it
has made a Nonrecoverable Advance or that any proposed Advance, if made, would
constitute a Nonrecoverable Advance, shall be evidenced by an Officers’
Certificate of the Servicer delivered to the Depositor and the
Trustee.
| Section 4.08 |
REMIC
Distributions.
|
(a) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 1 to REMIC 2 on account of
the
REMIC 1 Regular Interests or withdrawn from the Distribution Account and
distributed to the Holders of the Class R Certificates (in respect of the Class
R-1 Interest), as the case may be:
(i) to
Holders of each of REMIC 1 Regular Interest I, REMIC 1 Regular Interest I-CE-2
and REMIC 1 Regular Interest I-1-A through I-14-B, on a pro
rata
basis,
in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 1
Regular Interests for such Distribution Date, plus (B) any amounts payable
in
respect thereof remaining unpaid from previous Distribution Dates;
(ii) to
the
extent of amounts remaining after the distributions made pursuant to clause
(A)
above, payments of principal shall be allocated as follows: first, to the REMIC
1 Regular Interest I and then to REMIC 1 Regular interests I-1-A through I-14-B
starting with the lowest numerical denomination until the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest is reduced to zero,
provided that, for REMIC 1 Regular Interests with the same numerical
denomination, such payments of principal shall be allocated pro rata between
such REMIC 1 Regular Interests; and
(iii) to
the
Holders of REMIC 1 Regular Interest P, (A) on each Distribution Date, 100%
of
the amount paid in respect of Prepayment Charges and (B) 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.
(b) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 2 to REMIC 3 on account of
the
REMIC 2 Regular Interests or withdrawn from the Distribution Account and
distributed to the Holders of the Class R Certificates (in respect of the Class
R-2 Interest), as the case may be:
(i) to
the
Holders of REMIC 2 Regular Interest LT2IO, in an amount equal to (A)
Uncertificated Accrued Interest for such REMIC 2 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii) to
Holders of REMIC 2 Regular Interest LT2AA, REMIC 2 Regular Interest LT2A1,
REMIC
2 Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular
Interest LT2A4, REMIC 2 Regular Interest LT2A5, REMIC 2 Regular Interest LT2M1,
REMIC 2 Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular
Interest LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6,
REMIC 2 Regular Interest LT2B1, REMIC 2 Regular Interest LT2B2, REMIC 2 Regular
Interest LT2B3, REMIC 2 Regular Interest LT2B4 and REMIC 2 Regular Interest
LT2ZZ, and REMIC 2 Regular Interest LT2CE2 pro
rata,
in an
amount equal to (A) the Uncertificated Accrued Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates. Amounts payable as Uncertificated Accrued Interest in
respect of REMIC 2 Regular Interest LT2ZZ shall be reduced and deferred when
the
REMIC 2 Overcollateralized Amount is less than the REMIC 2 Overcollateralization
Target Amount, by the lesser of (x) the amount of such difference and (y) the
Maximum LT2ZZ Uncertificated Accrued Interest Deferral Amount and such amount
will be payable to the Holders of REMIC 2 Regular Interest LT2A1, REMIC 2
Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular Interest
LT2A4, REMIC 2 Regular Interest LT2A5, REMIC 2 Regular Interest LT2M1, REMIC
2
Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular Interest
LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6, REMIC
2
Regular Interest LT2B1, REMIC 2 Regular Interest LT2B2, REMIC 2 Regular Interest
LT2B3 and REMIC 2 Regular Interest LT2B4 in the same proportion as the
Overcollateralization Deficiency is allocated to the Corresponding Certificates
and the Uncertificated Principal Balance of REMIC 2 Regular Interest LT2ZZ
shall
be increased by such amount;
(iii) to
the
Holders of REMIC 2 Regular Interests, in an amount equal to the remainder of
the
Available Funds for such Distribution Date after the distributions made pursuant
to clause (i) above, allocated as follows:
(a) 98.00%
of
such remainder to the Holders of REMIC 2 Regular Interest LTAA and REMIC 2
Regular Interest LTP, until the Uncertificated Principal Balance of such
Uncertificated REMIC 2 Regular Interest is reduced to zero; provided, however,
that REMIC 2 Regular Interest LTP shall not be reduced until the Distribution
Date immediately following the expiration of the latest Prepayment Charge as
identified on the Prepayment Charge Schedule or any Distribution Date
thereafter, at which point such amount shall be distributed to REMIC 2 Regular
Interest LTP, until $100 has been distributed pursuant to this
clause;
(b) 2.00%
of
such remainder, first, to the Holders of REMIC 2 Regular Interest LT2A1, REMIC
2
Regular Interest LT2A2, REMIC 2 Regular Interest LT2A3, REMIC 2 Regular Interest
LT2A4, REMIC 2 Regular Interest LT2A5, REMIC 2 Regular Interest LT2M1, REMIC
2
Regular Interest LT2M2, REMIC 2 Regular Interest LT2M3, REMIC 2 Regular Interest
LT2M4, REMIC 2 Regular Interest LT2M5, REMIC 2 Regular Interest LT2M6, REMIC
2
Regular Interest LT2B1, REMIC 2 Regular Interest LT2B2, REMIC 2 Regular Interest
LT2B3 and REMIC 2 Regular Interest LT2B4, in the same proportion as principal
payments are allocated to the Corresponding Certificates, until the
Uncertificated Principal Balances of such REMIC 2 Regular Interests are reduced
to zero; and second, to the Holders of REMIC 2 Regular Interest LT2ZZ until
the
Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced
to
zero;
(c) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-2 Interest)
provided,
however, that (i) 98.00% and (ii) 2.00% of any principal payments that are
attributable to an Overcollateralization Release Amount shall be allocated
to
Holders of (i) REMIC 2 Regular Interest LT2AA and (ii) REMIC 2 Regular Interest
LT2ZZ, respectively.
Notwithstanding
the distributions pursuant to this Section 4.08, distribution of funds shall
be
made only in accordance with Section 4.01 and Section 4.02.
(c) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 3 to REMIC 4 on account of
the
Class B-1 Interest or withdrawn from the Distribution Account and distributed
to
the Holders of the Class R-X Certificates (in respect of the Class R-4
Interest), as the case may be:
(i) to
the
Holders of the Class B-1 Interest, in an amount equal to (A) the Accrued
Certificate Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates; and
(ii) to
the
Holders of the Class B-1 Interest, until the Certificate Principal Balance
of
the Class B-2 Interest is reduced to zero.
(d) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 3 to REMIC 5 on account of
the
Class B-2 Interest or withdrawn from the Distribution Account and distributed
to
the Holders of the Class R-X Certificates (in respect of the Class R-5
Interest), as the case may be:
(i) to
the
Holders of the Class B-2 Interest, in an amount equal to (A) the Accrued
Certificate Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates; and
(ii) to
the
Holders of the Class B-2 Interest, until the Certificate Principal Balance
of
the Class B-2 Interest is reduced to zero.
(e) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 3 to REMIC 6 on account of
the
Class B-3 Interest or withdrawn from the Distribution Account and distributed
to
the Holders of the Class R-X Certificates (in respect of the Class R-6
Interest), as the case may be:
(i) to
the
Holders of the Class B-3 Interest, in an amount equal to (A) the Accrued
Certificate Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates; and
(ii) to
the
Holders of the Class B-3 Interest, until the Certificate Principal Balance
of
the Class B-3 Interest is reduced to zero.
(f) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 3 to REMIC 7 on account of
the
Class B-4 Interest or withdrawn from the Distribution Account and distributed
to
the Holders of the Class R-X Certificates (in respect of the Class R-7
Interest), as the case may be:
(i) to
the
Holders of the Class B-4 Interest, in an amount equal to (A) the Accrued
Certificate Interest for such Distribution Date, plus (B) any amounts in respect
thereof remaining unpaid from previous Distribution Dates; and
(ii) to
the
Holders of the Class B-4 Interest, until the Certificate Principal Balance
of
the Class B-4 Interest is reduced to zero.
(g) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 3 to REMIC 8 on account of
the
Class CE-1 Interest or withdrawn from the Distribution Account and distributed
to the Holders of the Class R-X Certificates (in respect of the Class R-8
Interest), as the case may be:
(i) to
the
Holders of the Class CE-1 Interest, in an amount equal to the Accrued
Certificate Interest for such Distribution Date; and
(ii) on
the
Distribution Date on which the aggregate Certificate Principal Balance of the
Class A Certificates, the Mezzanine Certificates and the Class B Certificates
has been reduced to zero, to the Holders of the Class CE-1 Interest, until
the
Certificate Principal Balance of the Class CE-1 Interest is reduced to
zero.
(h) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 3 to REMIC 9 on account of
the
Class CE-2
Interest
or withdrawn from the Distribution Account and distributed to the Holders of
the
Class R-X Certificates (in respect of the Class R-9 Interest), as the case
may
be, to the Holders of the Class CE-2 Certificates, in an amount equal to 100%
of
the amounts received in respect of the Class CE-2 Interest.
(i) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 3 to REMIC 10 on account of
the
Class P Interest or withdrawn from the Distribution Account and distributed
to
the Holders of the Class R-X Certificates (in respect of the Class R-10
Interest), as the case may be:
(i) to
the
Holders of the Class P Interest, in an amount equal to 100% of the amount paid
in respect of Prepayment Charges; and
(ii) 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, to the Holders of the Class P Interest, until $100 has been
distributed pursuant to this clause.
(j) On
each
Distribution Date, the Trustee shall cause in the following order of priority,
the following amounts to be distributed by REMIC 3 to REMIC 11 on account of
the
Class IO Interest or withdrawn from the Distribution Account and distributed
to
the Holders of the Class R-X Certificates (in respect of the Class R-11
Interest), as the case may be, to the Holders of the Class IO Interest, in
an
amount equal to 100% of the amounts received in respect of the Class IO
Interest.
| Section 4.09 |
Swap
Account.
|
(a) On
the
Closing Date, there is hereby established a separate trust (the “Supplemental
Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap
Agreement. The Supplemental Interest Trust shall be maintained by the
Supplemental Interest Trust Trustee, who initially, shall be the Trustee. No
later than the Closing Date, the Supplemental Interest Trust Trustee shall
establish and maintain a separate, segregated trust account to be held in the
Supplemental Interest Trust, titled, “Swap Account, U.S. Bank National
Association, as Trustee, in trust for the registered Holders of 2007-CB3 Trust,
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB3.” Such account
shall be an Eligible Account and funds on deposit therein shall be held separate
and apart from, and shall not be commingled with, any other moneys, including,
without limitation, other moneys of the Trustee held pursuant to this Agreement.
Amounts therein shall be held uninvested.
(b) On
each
Distribution Date, prior to any distribution to any Certificate, the
Supplemental Interest Trust Trustee shall deposit into the Swap Account: (i)
the
amount of any Net Swap Payment or Swap Termination Payment (other than any
Swap
Termination Payment resulting from a Swap Provider Trigger Event) owed to the
Swap Provider (after taking into account any upfront payment received from
the
counterparty to a replacement interest rate swap agreement) from funds received
by it from the Servicer with respect to the Mortgage Loans prior to the
determination of Available Funds with respect to such Distribution Date. For
federal income tax purposes, any amounts paid to the Swap Provider on each
Distribution Date shall first be deemed paid to the Swap Provider in respect
of
REMIC 11 Regular Interest SWAP IO to the extent of the amount distributable
on
REMIC 11 Regular Interest SWAP IO on such Distribution Date, and any remaining
amount shall be deemed paid to the Swap Provider in respect of a Class IO
Distribution Amount (as defined below).
(c) It
is the
intention and direction of the Sponsor that, for federal and state income and
state and local franchise tax purposes, the Supplemental Interest Trust be
disregarded as an entity separate from the Holder of the Class CE-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 Supplemental
Interest Trust for federal income tax purposes, in which case it is the
intention and direction of the Sponsor to the other parties hereto that, for
federal and state income and state and local franchise tax purposes, the
Supplemental Interest Trust be treated as a partnership. The Supplemental
Interest Trust will be an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h).
(d) To
the
extent that the Supplemental Interest Trust is determined to be a separate
legal
entity from the Supplemental Interest Trust Trustee, any obligation of the
Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
shall
be deemed to be an obligation of the Supplemental Interest Trust.
(e) The
Trustee shall treat the Holders of Certificates (other than the Class CE-1
Certificates, Class P Certificates and Residual Certificates) as having entered
into a notional principal contract with respect to the Holders of the Class
CE-1
Certificates. Pursuant to each such notional principal contract, all Holders
of
Certificates (other than the Class CE-1 Certificates, Class P Certificates
and
Residual Certificates) shall be treated as having agreed to pay, on each
Distribution Date, to the Holder of the Class CE-1 Certificates an aggregate
amount equal to the excess, if any, of (i) the amount payable on such
Distribution Date on the REMIC 2 Regular Interest corresponding to such Class
of
Certificates over (ii) the amount payable on such Class of Certificates on
such
Distribution Date (such excess, a “Class
IO
Distribution Amount”). A Class IO Distribution Amount payable from interest
collections shall be allocated pro
rata
among
such Certificates based on the excess of (a) the amount of interest otherwise
payable to such Certificates over (ii) the amount of interest payable to such
Certificates at a per annum rate equal to the Rate Cap, and a Class IO
Distribution Amount payable from principal collections shall be allocated to
the
most subordinate Class of Certificates with an outstanding Certificate Principal
Balance to the extent of such balance. In addition, pursuant to such notional
principal contract, the Holder of the Class CE-1 Certificates shall be treated
as having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the
Certificates (other than the Class CE-1 Certificates, the Class CE-2
Certificates, Class P Certificates and Residual Certificates) in accordance
with
the terms of this Agreement. Any payments to such Certificates from amounts
deemed received in respect of this notional principal contract shall not be
payments with respect to a Regular Interest in a REMIC within the meaning of
Section 860G(a)(1) of the Code. However, any payment from the Certificates
(other than the Class CE-1 Certificates, the Class CE-2 Certificates, Class
P
Certificates and Residual Certificates) of a Class IO Distribution Amount shall
be treated for tax purposes as having been received by the Holders of such
Certificates in respect of their interests in REMIC 3 and as having been paid
by
such Holders pursuant to the notional principal contract. Thus, each Certificate
(other than the Class CE-1 Certificates, the Class CE-2 Certificates, Class
P
Certificates and Residual Certificates) shall be treated as representing not
only ownership of Regular Interests in REMIC 2, but also ownership of an
interest in, and obligations with respect to, a notional principal
contract.
(f) The
Supplemental Interest Trust Trustee shall, at the written direction of the
Sponsor, enforce all of the Supplemental Interest Trust Trustee’s rights and
exercise any remedies under the Swap Agreement. In the event the Swap Agreement
is terminated as a result of the designation by either party thereto of an
Early
Termination Date (as defined therein), the Supplemental Interest Trust Trustee
shall, at the written direction of the Sponsor, cooperate with the Sponsor
in
replacing the Interest Rate Swap Agreement with a new
interest
rate swap agreement. The Supplemental Interest Trust Trustee shall have no
responsibility with regard to the selection of a replacement swap provider
or
the negotiation of a replacement interest rate swap agreement. Any Swap
Termination Payment received by the Supplemental Interest Trust Trustee shall
be
deposited in the Swap Account and shall be used to make any upfront payment
required under a replacement swap agreement and any upfront payment received
from the counterparty to a replacement swap agreement shall be used to pay
any
Swap Termination Payment owed to the Swap Provider.
| Section 4.10 |
Tax
Treatment of Swap Payments and Swap Termination Payments.
|
For
federal income tax purposes, each holder of a Floating Rate Certificate and
Fixed Rate Certificate is deemed to own an undivided beneficial ownership
interest in a REMIC regular interest and the right to receive payments from
either the Net WAC Rate Carryover Reserve Account or the Swap Account in respect
of the Net WAC Rate Carryover Amount or the obligation to make payments to
the
Swap Account. For federal income tax purposes, the Trustee shall account for
payments to each Floating Rate Certificate and Fixed Rate Certificate as
follows: each such Certificate shall be treated as receiving their entire
payment from REMIC 3 (regardless of any Swap Termination Payment or obligation
under the Interest Rate Swap Agreement) and subsequently paying their portion
of
any Swap Termination Payment in respect of each such Class’ obligation under the
Interest Rate Swap Agreement. In the event that any such Class is resecuritized
in a REMIC, the obligation under the Interest Rate Swap Agreement to pay any
such Swap Termination Payment (or any shortfall in a Swap Payment owed to the
Swap Provider), shall be made by one or more of the REMIC Regular Interests
issued by the resecuritization REMIC subsequent to such REMIC Regular Interest
receiving its full payment from any such Floating Rate Certificate or Fixed
Rate
Certificate.
The
REMIC
regular interest corresponding to a Floating Rate Certificate or Fixed Rate
Certificate shall be entitled to receive interest and principal payments at
the
times and in the amounts equal to those made on the certificate to which it
corresponds, except that (i) the maximum interest rate of that REMIC regular
interest will equal the Rate Cap computed for this purpose by limiting the
Base
Calculation Amount (as set forth in the Interest Rate Swap Agreement) to the
aggregate Principal Balance of the Mortgage Loans and (ii) any Swap Termination
Payment shall be treated as being payable solely from Monthly Excess Cashflow
Amount. As a result of the foregoing, the amount of distributions and taxable
income on the REMIC regular interest corresponding to a Floating Rate
Certificate or Fixed Rate Certificate may exceed the actual amount of
distributions on such Certificates.
ARTICLE
V
THE
CERTIFICATES
| Section 5.01 |
The
Certificates.
|
Each
of
the Class A Certificates, the Mezzanine Certificates, the Class B Certificates,
the Class CE-1 Certificates, the Class CE-2 Certificates, the Class P
Certificates and the Residual Certificates shall be substantially in the forms
annexed hereto as exhibits, and shall, on original issue, be executed by the
Trustee and authenticated and delivered by the Certificate Registrar to or
upon
the receipt of a Written Order to Authenticate from the Depositor concurrently
with the sale and assignment to the Trustee of the Trust Fund. Each Class of
the
Class A Certificates, the Mezzanine Certificates and the Class B Certificates
shall be initially evidenced by one or more Certificates representing a
Percentage Interest with a minimum dollar (or notional amount) denomination
of
$25,000 and integral multiples of $1 in excess thereof. The Class CE-1
Certificates, Class P Certificates and Residual Certificates are issuable only
in minimum Percentage Interests of 10%.
The
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature on behalf of the Trustee by a Responsible Officer. Certificates
bearing the manual or facsimile signatures of individuals who were, at the
time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trust, notwithstanding that such individuals or any of them
have
ceased to be so authorized prior to the authentication and delivery of such
Certificates or did not hold such offices at the date of such Certificate.
No
Certificate shall be entitled to any benefit under this Agreement or be valid
for any purpose, unless such Certificate shall have been manually authenticated
by the Certificate Registrar substantially in the form provided for herein,
and
such authentication upon any Certificate shall be conclusive evidence, and
the
only evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
Subject to Section 5.02(c), the Class A Certificates, the Mezzanine Certificates
and the Class B Certificates shall be Book-Entry Certificates. The Class CE-1
Certificates, Class CE-2 Certificates, Class P Certificates and Residual
Certificates shall not be Book-Entry Certificates but shall be issued in fully
registered certificate form.
| Section 5.02 |
Registration
of Transfer and Exchange of Certificates.
|
(a) The
Certificate Registrar shall cause to be kept at the Corporate Trust Office
of
the Trustee a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Certificate Registrar shall provide for
the
registration of Certificates and of transfers and exchanges of Certificates
as
herein provided. The Trustee shall initially serve as Certificate Registrar
for
the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided. The Trustee as Certificate Registrar shall
be
subject to the same standards of care, limitations on liability and rights
to
indemnity as the Trustee, and the provisions of Sections 8.01, 8.02, 8.03,
8.04,
8.05, 8.14 and 8.15 shall apply to the Certificate Registrar to the same extent
as they apply to the Trustee. Any Certificate Registrar appointed in accordance
with this Section 5.02(a) may at any time resign by giving at least 30 days’
advance written notice of resignation to the Trustee, the Servicer and the
Depositor, such resignation to become effective upon appointment of a successor
Certificate Registrar.
Upon
surrender for registration of transfer of any Certificate at any office or
agency of the Certificate Registrar maintained for such purpose pursuant to
the
foregoing paragraph and, in the case of a Residual Certificate, upon
satisfaction of the conditions set forth below, the Trustee on behalf of the
Trust shall execute and the Certificate Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of the same aggregate Percentage Interest.
At
the
option of the Certificateholders, Certificates may be exchanged for other
Certificates in authorized denominations and the same aggregate Percentage
Interests, upon surrender of the Certificates to be exchanged at any such office
or agency. Whenever any Certificates are so surrendered for exchange, the
Trustee shall execute on behalf of the Trust and the Certificate Registrar
shall
authenticate and deliver the Certificates which the Certificateholder making
the
exchange is entitled to receive. Every Certificate presented or surrendered
for
registration of transfer or exchange shall (if so required by the Trustee or
the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer satisfactory to the Trustee and the Certificate Registrar
duly executed by, the Holder thereof or his attorney duly authorized in
writing.
(b) Upon
original issuance, the Book-Entry Certificates shall be issued in the form
of
one or more typewritten certificates, to be delivered to the Depository, the
initial Depository, by, or on behalf of, the Depositor; or to, and deposited
with the Certificate Custodian, on behalf of the Depository, if directed to
do
so pursuant to instructions from the Depository. Except as provided in paragraph
(c) below, the Book-Entry Certificates shall at all times remain registered
in
the name of the Depository or its nominee and at all times: (i) registration
of
such Certificates may not be transferred by the Trustee except to another
Depository; (ii) the Depository shall maintain book-entry records with respect
to the Certificate Owners and with respect to ownership and transfers of such
Certificates; (iii) ownership and transfers of registration of such Certificates
on the books of the Depository shall be governed by applicable rules established
by the Depository; (iv) the Depository may collect its usual and customary
fees,
charges and expenses from its Depository Participants; (v) the Trustee shall
for
all purposes deal with the Depository as representative of the Certificate
Owners of the Certificates for purposes of exercising the rights of Holders
under this Agreement, and requests and directions for and votes of such
representative shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; (vi) the Trustee may rely and shall
be
fully protected in relying upon information furnished by the Depository with
respect to its Depository Participants and furnished by the Depository
Participants with respect to indirect participating firms and Persons shown
on
the books of such indirect participating firms as direct or indirect Certificate
Owners; and (vii) the direct participants of the Depository shall have no rights
under this Agreement under or with respect to any of the Certificates held
on
their behalf by the Depository, and the Depository may be treated by the Trustee
and its agents, employees, officers and directors as the absolute owner of
the
Certificates for all purposes whatsoever.
All
transfers by Certificate Owners of Book-Entry Certificates shall be made in
accordance with the procedures established by the Depository Participant or
brokerage firm representing such Certificate Owners. Each Depository Participant
shall only transfer Book Entry Certificates of Certificate Owners that it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository’s normal procedures. The parties hereto are hereby authorized to
execute a Letter of Representations with the Depository or take such other
action as may be necessary or desirable to register a Book-Entry Certificate
to
the Depository. In the event of any conflict between the terms of any such
Letter of Representation and this Agreement, the terms of this Agreement shall
control.
(c) If
(i)(x)
the Depository or the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to discharge properly its
responsibilities as Depository and (y) the Depositor is unable to locate a
qualified successor or (ii) after the occurrence of a Servicer Event of
Termination, the Certificate Owners of each Class of Book-Entry Certificates
representing Percentage Interests of such Classes aggregating not less than
51%
advises the Trustee and Depository through the Financial Intermediaries and
the
Depository Participants in writing that the continuation of a book-entry system
through the Depository to the exclusion of definitive, fully registered
certificates (the “Definitive Certificates”) to Certificate Owners is no longer
in the best interests of the Certificate Owners. Upon surrender to the
Certificate Registrar of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall, at the Depositor’s expense, in the case of (ii) above, or the
Sponsor’s expense, in the case of (i) and (iii) above, execute on behalf of the
Trust and the Certificate Registrar shall authenticate the Definitive
Certificates. Neither the Depositor nor the Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance of Definitive
Certificates, the Trustee, the Certificate Registrar, the Servicer, any Paying
Agent and the Depositor shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.
(d) Except
with respect to (a) the initial transfer of the Private Certificates by the
Depositor, (b) the transfer of a Private Certificate to the issuer under any
Indenture or the indenture trustee under any Indenture and (c) a transfer of
any
such Private Certificate from the issuer under any Indenture or the indenture
trustee under any Indenture, no transfer, sale, pledge or other disposition
of
any Private Certificate or Ownership Interest therein shall be made unless
such
disposition is exempt from the registration requirements of the Securities
Act
of 1933, as amended (the “1933 Act”), and any applicable state securities laws
or is made in accordance with the 1933 Act and laws. In the event of any such
transfer, (i) unless such transfer is made in reliance upon Rule 144A (as
evidenced by the investment letter delivered to the Certificate Registrar,
in
substantially the form attached hereto as Exhibit J-2) under the 1933 Act,
if
the Certificate Registrar and the Depositor shall require a written Opinion
of
Counsel (which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Certificate Registrar and the Depositor that
such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act or is being made pursuant
to
the 1933 Act, which Opinion of Counsel shall not be an expense of the
Certificate Registrar or the Depositor or (ii) the Certificate Registrar shall
require the transferor to execute a transferor certificate (in substantially
the
form attached hereto as Exhibit L) and the transferee to execute an investment
letter (in substantially the form attached hereto as Exhibit J-1) acceptable
to
and in form and substance reasonably satisfactory to the Depositor and the
Certificate Registrar certifying to the Depositor and the Certificate Registrar
the facts surrounding such transfer, which investment letter shall not be an
expense of the Certificate Registrar or the Depositor.
If
any
Certificate Owner that is required under this Section 5.02(d) to transfer its
Book-Entry Certificates in the form of Definitive Certificates, (i) notifies
the
Trustee of such transfer or exchange and (ii) transfers such Book-Entry
Certificates to the Trustee, in its capacity as such, through the book-entry
facilities of the Depository, then the Trustee shall decrease the balance of
such Book-Entry Certificates or, the Trustee shall use reasonable efforts to
cause the surrender to the Certificate Registrar of such Book-Entry Certificates
by the Depository, and thereupon, the Trustee shall execute, authenticate and
deliver to such Certificate Owner or its designee one or more Definitive
Certificates in authorized denominations and with a like aggregate principal
amount.
Subject
to the provisions of this Section 5.02(d) governing registration of transfer
and
exchange, Private Certificates (i) held as Definitive Certificates may be
transferred in the form of Book-Entry Certificates in reliance on Rule 144A
under the 1933 Act to one or more “qualified institutional buyers” that are
acquiring such Definitive Certificates for their own accounts or for the
accounts of other “qualified institutional buyers” and (ii) held as Definitive
Certificates by a “qualified institutional buyer” for its own account or for the
account of another “qualified institutional buyer” may be exchanged for
Book-Entry Certificates, in each case upon surrender of such Private
Certificates for registration of transfer or exchange at the offices of the
Trustee maintained for such purpose. Whenever any such Private Certificates
are
so surrendered for transfer or exchange, either the Trustee shall increase
the
balance of the related Book-Entry Certificates or the Trustee shall execute,
authenticate and deliver the Book-Entry Certificates for which such Private
Certificates were transferred or exchanged, as necessary and appropriate. No
Holder of Definitive Certificates other than a “qualified institutional buyer”
holding such Certificates for its own account or for the account of another
“qualified institutional buyer” may exchange such Private Certificates for
Book-Entry Certificates. Further, any Certificate Owner of a Book-Entry
Certificate other than any such “qualified institutional buyers” shall notify
the Trustee of its status as such and shall transfer such Book-Entry Certificate
to the Trustee, through the book-entry facilities of the Depository, whereupon,
and also upon surrender to the Trustee of such Book-Entry Certificate by the
Depository, (which surrender the Trustee shall use reasonable efforts to cause
to occur), the Trustee shall execute, authenticate and deliver to such
Certificate Owner or such Certificate Owner’s nominee one or more Definitive
Certificates in authorized denominations and with a like aggregate principal
amount.
No
transfer of an
ERISA
Restricted Certificate (other
than in connection with (a) the initial transfer of the Private Certificates
by
the Depositor, (b) the transfer of a Private Certificate to the issuer under
the
Indenture or the indenture trustee under the Indenture and (c) a transfer of
any
Private Certificate from the issuer under the Indenture or the indenture trustee
under the Indenture) other than a Class B-4 Certificate, shall be made unless
the Certificate Registrar shall have received either (i) a representation from
the transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Certificate Registrar and the Depositor, (such requirement
is satisfied only by the Certificate Registrar’s receipt of a representation
letter from the transferee substantially in the form of Exhibit I hereto, as
appropriate), to the effect that such transferee is not an employee benefit
plan
or arrangement subject to Section 406 of ERISA or a plan subject to Section
4975
of the Code (“Plans”), nor a person acting on behalf of any such Plan nor using
the assets of any such Plan or arrangement (“Plan Assets”) to effect such
transfer or (ii) (except in the case of a Residual Certificate) in the case
of
any such ERISA Restricted Certificate presented for registration in the name
of
an employee benefit plan subject to ERISA or a plan or arrangement subject
to
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such plan or any other person acting on behalf
of any such plan or arrangement or using such plan’s or arrangement’s assets, an
Opinion of Counsel satisfactory to the Certificate Registrar (which Opinion
of
Counsel shall not be an expense of the Servicer, the Certificate Registrar,
the
Depositor, the Seller or the Trust), and upon which the Trustee, the Depositor,
the Seller, the Servicer and the Certificate Registrar shall be entitled to
rely, to the effect that the purchase and holding of such ERISA Restricted
Certificate will not result in a non-exempt prohibited transaction under ERISA
and the Code and will not subject the Servicer, the Trustee or the Certificate
Registrar to any obligation in addition to those expressly undertaken in this
Agreement or to any liability. For purposes of the preceding sentence, the
representation in (i) shall be deemed to have been made to the Certificate
Registrar by the acceptance by a Certificate Owner of the beneficial interest
in
any such Class of ERISA Restricted Certificates, unless the Certificate
Registrar shall have received from the transferee an alternative representation
acceptable in form and substance to the Depositor. Notwithstanding anything
else
to the contrary herein, any purported transfer of an ERISA Restricted
Certificate to or on behalf of an employee benefit plan subject to ERISA in
violation of this paragraph as described above shall be void and of no
effect.
For
so
long as the Supplemental Interest Trust is in existence, each beneficial owner
of a Class B-4 Certificate or any interest therein, shall be deemed to have
represented, by virtue of its acquisition or holding of the offered certificate,
or interest therein, that either (i) it is not a Plan or investing Plan Assets
or (ii) the acquisition and holding of such certificate and the separate right
to receive payments from the Supplemental Interest Trust are eligible for the
exemptive relief available under Prohibited Transaction Class Exemption (“PTCE”)
95-60.
Each
beneficial owner of a Class B-4 Certificate or any interest therein that is
acquired following termination of the Supplemental Interest Trust 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 or investing
Plan Assets or (ii) (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.
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
appointed the Depositor or its designee as its attorney-in-fact to negotiate
the
terms of any mandatory sale under clause (v) below and to execute all
instruments of transfer and to do all other things necessary in connection
with
any such sale, and the rights of each Person acquiring any Ownership Interest
in
a Residual Certificate are expressly subject to the following
provisions:
(i) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Certificate
Registrar of any change or impending change in its status as a Permitted
Transferee.
(ii) No
Person
shall acquire an Ownership Interest in a Residual Certificate unless such
Ownership Interest is a pro
rata undivided
interest.
(iii) In
connection with any proposed transfer of any Ownership Interest in a Residual
Certificate, the Certificate Registrar shall as a condition to registration
of
the transfer, require delivery to it, in form and substance satisfactory to
it,
of each of the following:
A. an
affidavit in the form of Exhibit K hereto from the proposed transferee to the
effect that, among other things, such transferee is a Permitted Transferee
and
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 who is not a Permitted Transferee; and
B. a
covenant of the proposed transferee to the effect that the proposed transferee
agrees to be bound by and to abide by the transfer restrictions applicable
to
the Residual Certificates.
(iv) Any
attempted or purported transfer of any Ownership Interest in a Residual
Certificate in violation of the provisions of this Section shall be absolutely
null and void and shall vest no rights in the purported transferee. If any
purported transferee shall, in violation of the provisions of this Section,
become a Holder of a Residual Certificate, then the prior Holder of such
Residual Certificate that is a Permitted Transferee shall, upon discovery that
the registration of transfer of such Residual Certificate was not in fact
permitted by this Section, be restored to all rights as Holder thereof
retroactive to the date of registration of transfer of such Residual
Certificate. The Certificate Registrar shall be under no liability to any Person
for any registration of transfer of a Residual Certificate that is in fact
not
permitted by this Section or for making any distributions due on such Residual
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the Certificate
Registrar received the documents specified in clause (iii). The Trustee shall
be
entitled to recover from any Holder of a Residual Certificate that was in fact
not a Permitted Transferee at the time such distributions were made all
distributions made on such Residual Certificate. Any such distributions so
recovered by the Trustee shall be distributed and delivered by the Trustee
to
the prior Holder of such Residual Certificate that is a Permitted
Transferee.
(v) If
any
Person other than a Permitted Transferee acquires any Ownership Interest in
a
Residual Certificate in violation of the restrictions in this Section, then
the
Certificate Registrar shall have the right but not the obligation, without
notice to the Holder of such Residual Certificate or any other Person having
an
Ownership Interest therein, to notify the Depositor to arrange for the sale
of
such Residual Certificate. The proceeds of such sale, net of commissions (which
may include commissions payable to the Depositor or its affiliates in connection
with such sale), expenses and taxes due, if any, will be remitted by the Trustee
to the previous Holder of such Residual Certificate that is a Permitted
Transferee, except that in the event that the Trustee determines that the Holder
of such Residual Certificate may be liable for any amount due under this Section
or any other provisions of this Agreement, the Trustee may withhold a
corresponding amount from such remittance as security for such claim. The terms
and conditions of any sale under this clause (v) shall be determined in the
sole
discretion of the Trustee and it shall not be liable to any Person having an
Ownership Interest in a Residual Certificate as a result of its exercise of
such
discretion.
(vi) If
any
Person other than a Permitted Transferee acquires any Ownership Interest in
a
Residual Certificate in violation of the restrictions in this Section, then
the
Trustee will provide to the Internal Revenue Service, and to the persons
specified in Sections 860E(e)(3) and (6) of the Code, information needed to
compute the tax imposed under Section 860E(e)(5) of the Code on transfers of
residual interests to disqualified organizations. The Trustee shall be entitled
to reasonable compensation for providing such information from the person to
whom it is provided.
No
transfer of any Class CE-1 Certificate shall be made unless the transferee
of
such Class CE-1 Certificate provides to the Trustee and the Swap Provider 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 thereto)) as a
condition to such transfer and agrees to update such forms (i) upon expiration
of any such form, (ii) as required under then applicable U.S. Treasury
Regulations and (iii) promptly upon learning that any IRS Form W-9 or IRS Form
X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor thereto)),
has
become obsolete or incorrect. In addition, no transfer of any Class CE-1
Certificate shall be made if such transfer would cause the Net WAC Rate
Carryover Reserve Account or the Swap Account to be beneficially owned by two
or
more persons for federal income tax purposes, or continue to be so treated,
unless (a) each proposed transferee of such Class CE-1 Certificate complies
with
the foregoing conditions, (b) 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 Net WAC Rate Carryover
Reserve Account or the Swap Account the appropriate tax certification form
that
would be required from the Net WAC Rate Carryover Reserve Account or the Swap
Account to eliminate any withholding or deduction for taxes from amounts payable
to such account (i.e. IRS Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI,
as applicable (or any successor form thereto) as a condition to such transfer,
together with any applicable attachments) and (B) agrees to update such form
(x)
upon the 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.
Upon
receipt of any such tax certification form from a transferee of any Class CE-1
Certificate pursuant to the immediately preceding paragraph, the Trustee shall
provide a copy of any such tax certification form to the Swap Provider, upon
its
request, solely to the extent the Swap Provider has not received such IRS Form
directly from the Holder of the Class CE-1 Certificates. Each Holder of a Class
CE-1 Certificate by its purchase of such Certificate is deemed to consent to
any
such IRS Form being so forwarded. Upon the request of the Swap Provider, the
Trustee shall be required to forward any tax certification received by it to
the
Swap Provider at the last known address provided to it, and, subject to Section
8.01, shall not be liable for the receipt of such tax certification by the
Swap
Provider, nor any action taken or not taken by the Swap Provider with respect
to
such tax certification. Any purported sales or transfers of any Class CE-1
Certificate to a transferee which does not comply with the requirements of
the
preceding paragraph shall be deemed null and void under this Agreement. The
Trustee shall have no duty to take any action to correct any misstatement or
omission in any tax certification provided to it by the Holder of the Class
CE-1
Certificates and forwarded to the Swap Provider absent actual knowledge of
a
Responsible Officer of the Trustee of such misstatement or omission.
The
foregoing provisions of this Section shall cease to apply to transfers occurring
on or after the date on which there shall have been delivered to the Certificate
Registrar, in form and substance satisfactory to the Certificate Registrar,
(i)
written notification from each Rating Agency that the removal of the
restrictions on Transfer set forth in this Section will not cause such Rating
Agency to downgrade its rating of the Certificates and (ii) an Opinion of
Counsel to the effect that such removal will not cause any REMIC hereunder
to
fail to qualify as a REMIC.
(e) No
service charge shall be made for any registration of transfer or exchange of
Certificates of any Class, but the Certificate Registrar may require payment
of
a sum sufficient to cover any tax or governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
All
Certificates surrendered for registration of transfer or exchange shall be
cancelled by the Certificate Registrar and disposed of pursuant to its standard
procedures.
| Section 5.03 |
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (ii) there is delivered to the Trustee,
the
Depositor and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Trustee or the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute on behalf of the
Trust, and the Certificate Registrar shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Certificate,
a
new Certificate of like tenor and Percentage Interest. Upon the issuance of
any
new Certificate under this Section, the Trustee or the Certificate Registrar
may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee and the Certificate Registrar) in
connection therewith. Any duplicate Certificate issued pursuant to this Section,
shall constitute complete and indefeasible evidence of ownership in the Trust,
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
Servicer, the Depositor, the Trustee, the Certificate Registrar, any Paying
Agent and any agent of the Servicer, the Depositor, the Certificate Registrar,
any Paying Agent or the Trustee may treat the Person, including a Depository,
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 Section
4.02
and for all other purposes whatsoever, and none of the Servicer, the Trust,
the
Trustee nor any agent of any of them shall be affected by notice to the
contrary.
| Section 5.05 |
Appointment
of Paying Agent.
|
The
Paying Agent shall make distributions to Certificateholders from the
Distribution Account pursuant to Section 4.01 and Section 4.02 and shall report
the amounts of such distributions to the Trustee. The duties of the Paying
Agent
may include the obligation to distribute statements and provide information
to
Certificateholders as required hereunder. The Paying Agent hereunder shall
at
all times be an entity duly incorporated and validly existing under the laws
of
the United States of America or any state thereof, authorized under such laws
to
exercise corporate trust powers and subject to supervision or examination by
federal or state authorities. The Paying Agent shall initially be the Trustee.
The Trustee may appoint a successor to act as Paying Agent, which appointment
shall be reasonably satisfactory to the Depositor and the Rating Agencies.
The
Trustee as Paying Agent shall be subject to the same standards of care,
limitations on liability and rights to indemnity as the Trustee, and the
provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.14 and 8.15 shall apply
to the Paying Agent to the same extent as they apply to the Trustee. Any Paying
Agent appointed in accordance with this Section 5.02(a) may at any time resign
by giving at least 30 days’ advance written notice of resignation to the
Trustee, the Servicer and the Depositor, such resignation to become effective
upon appointment of a successor Paying Agent.
ARTICLE
VI
THE
SPONSOR, THE SERVICER AND THE DEPOSITOR
| Section 6.01 |
Liability
of the Sponsor, the Servicer and the Depositor.
|
The
Sponsor and the Servicer shall be liable in accordance herewith only to the
extent of the obligations specifically imposed upon and undertaken by the
Sponsor or Servicer, as the case may be, herein. The Depositor shall be liable
in accordance herewith only to the extent of the obligations specifically
imposed upon and undertaken by the Depositor.
| Section 6.02 |
Merger
or Consolidation of, or Assumption of the Obligations of, the Sponsor,
the
Servicer or the Depositor.
|
Any
entity into which the Sponsor, the Servicer or the Depositor may be merged
or
consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Sponsor, the Servicer or the Depositor shall be
a
party, or any corporation succeeding to the business of the Sponsor, the
Servicer or the Depositor, shall be the successor of the Sponsor, the Servicer
or the Depositor, 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 Servicer shall satisfy all the requirements of Section 7.02 with
respect to the qualifications of a successor Servicer.
| Section 6.03 |
Limitation
on Liability of the Servicer and Others.
|
Neither
the Servicer, the Depositor nor any of the directors or officers or employees
or
agents of the Servicer or the Depositor shall be under any liability to the
Trust or the Certificateholders for any action taken or for refraining from
the
taking of any action by the Servicer in good faith pursuant to this Agreement,
or for errors in judgment; provided,
however,
that
this provision shall not protect the Servicer, the Depositor or any such Person
against any liability which would otherwise be imposed by reason of its willful
misfeasance, bad faith or gross negligence in the performance of duties of
the
Servicer or the Depositor or by reason of its reckless disregard of its
obligations and duties of the Servicer or the Depositor hereunder; provided,
further,
that
this provision shall not be construed to entitle the Servicer to indemnity
in
the event that amounts advanced by the Servicer to retire any senior lien exceed
Liquidation Proceeds (in excess of related liquidation expenses) realized with
respect to the related Mortgage Loan. The Servicer, the Depositor and any
director or officer or employee or agent of the Servicer or the Depositor may
rely in good faith on any document of any kind prima facie
properly
executed and submitted by any Person respecting any matters arising hereunder.
The Servicer, the Depositor and any director or officer or employee or agent
of
the Servicer or the Depositor shall be indemnified by the Trust and held
harmless against any loss, liability or expense incurred in connection with
any
legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense incurred by reason of its willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of
its
reckless disregard of obligations and duties hereunder. The Servicer or the
Depositor may undertake any such action which it may deem necessary or desirable
in respect of this Agreement, and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder. In such event, the
reasonable legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust and the Servicer
or the Depositor shall be entitled to pay such expenses from the proceeds of
the
Trust or to be reimbursed therefor pursuant to Section 3.05 upon presentation
to
the Trustee of documentation of such expenses, costs and liabilities. The
Servicer’s right to indemnity or reimbursement pursuant to this Section shall
survive any resignation or termination of the Servicer pursuant to Section
6.04
or 7.01 with respect to any losses, expenses, costs or liabilities arising
prior
to such resignation or termination (or arising from events that occurred prior
to such resignation or termination). This paragraph shall apply to the Servicer
and the Depositor solely in their capacities as Servicer and Depositor hereunder
and in no other capacities.
| Section 6.04 |
Servicer
Not to Resign.
|
Subject
to the provisions of Section 7.01 and the second paragraph of Section 7.02,
Section 6.02 and the second paragraph of this Section 6.04, the Servicer shall
not resign from the obligations and duties hereby imposed on it except (i)
upon
determination that the performance of its obligations or duties hereunder are
no
longer permissible under applicable law or are in material conflict by reason
of
applicable law with any other activities carried on by it or its subsidiaries
or
Affiliates, the other activities of the Servicer so causing such a conflict
being of a type and nature carried on by the Servicer or its subsidiaries or
Affiliates at the date of this Agreement or (ii) upon satisfaction of the
following conditions: (a) the Servicer has proposed a successor servicer to
the
Trustee in writing and such proposed successor servicer is reasonably acceptable
to the Trustee; and (b) each Rating Agency shall have delivered a letter to
the
Trustee prior to the appointment of the successor servicer stating that the
proposed appointment of such successor servicer as Servicer hereunder will
not
result in the reduction or withdrawal of the then current rating of the Regular
Certificates or the ratings that are in effect; provided,
however,
that no
such resignation by the Servicer shall become effective until such successor
servicer or, in the case of (i) above, the Trustee shall have assumed the
Servicer’s responsibilities and obligations hereunder or the Trustee shall have
designated a successor servicer in accordance with Section 7.02. Any such
resignation shall not relieve the Servicer of responsibility for any of the
obligations specified in Sections 7.01 and 7.02 as obligations that survive
the
resignation or termination of the Servicer. Any such determination permitting
the resignation of the Servicer pursuant to clause (i) above shall be evidenced
by an Opinion of Counsel to such effect delivered to the Trustee. Any such
determination permitting the resignation of the Servicer shall be evidenced
by
an Opinion of Counsel to such effect delivered to the Trustee.
Notwithstanding
anything to the contrary which may be set forth above, the Trustee and the
Depositor hereby specifically (i) consent to the pledge and assignment by the
Servicer of all 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 Termination exists, agree that
upon
delivery to the Trustee by the Servicing Rights Pledgee of a letter signed
by
the Servicer whereunder the Servicer shall resign as Servicer under this
Agreement, the Trustee shall appoint the Servicing Rights Pledgee or its
designee as successor Servicer, provided that at the time of such appointment,
the Servicing Rights Pledgee or such designee meets the requirements of a
successor Servicer pursuant to Section 7.02(a) 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, the entire amount of the Servicing
Fee
and other compensation payable to the Servicer pursuant hereto shall thereafter
be payable to such successor.
| Section 6.05 |
Delegation
of Duties.
|
In
the
ordinary course of business, the Servicer at any time may delegate any of its
duties hereunder to any Person, including any of its Affiliates, who agrees
to
conduct such duties in accordance with standards comparable to those set forth
in Section 3.01. Such delegation shall not relieve the Servicer of its
liabilities and responsibilities with respect to such duties and shall not
constitute a resignation within the meaning of Section 6.04. The Servicer shall
provide the Trustee and the Rating Agencies with 60 days prior written notice
prior to the delegation of any of its duties to any Person other than any of
the
Servicer’s Affiliates or their respective successors and assigns.
ARTICLE
VII
DEFAULT
| Section 7.01 |
Servicer
Events of Termination.
|
(a) If
any
one of the following events (“Servicer Events of Termination”) shall occur and
be continuing:
(i) (A)
The
failure by the Servicer to make any Advance; or (B) any other failure by the
Servicer to deposit in the Collection Account or Distribution Account any
deposit required to be made under the terms of this Agreement which continues
unremedied for a period of one Business Day after the date upon which written
notice of such failure shall have been given to the Servicer by the Trustee
or
by any Holder of a Regular Certificate evidencing at least 25% of the Voting
Rights; or
(ii) The
failure by the Servicer to make any required Servicing Advance which failure
continues unremedied for a period of 30 days, or the failure by the Servicer
duly to observe or perform, in any material respect, any other covenants,
obligations or agreements of the Servicer as set forth in this Agreement, which
failure continues unremedied for a period of 30 days, after the date (A) on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Trustee or by any Holder of a Regular
Certificate evidencing at least 25% of the Voting Rights or (B) actual knowledge
of such failure by a Servicing Officer of the Servicer; or
(iii) The
entry
against the Servicer of a decree or order by a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a trustee,
conservator, receiver or liquidator in any insolvency, conservatorship,
receivership, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding up or liquidation of its affairs, and
the continuance of any such decree or order unstayed and in effect for a period
of 60 days; or
(iv) The
Servicer shall voluntarily go into liquidation, consent to the appointment
of a
conservator or receiver or liquidator or similar person 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 a decree or order of a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver, liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Servicer and such decree or order shall have remained
in force undischarged, unbonded or unstayed for a period of 60 days; or 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.
(b) Then,
and
in each and every such case, so long as a Servicer Event of Termination shall
not have been remedied within the applicable grace period, (x) with respect
solely to clause (i)(A) above, if such Advance is not made by 2:00 P.M., New
York time, on the Business Day immediately following the Servicer Remittance
Date, the Trustee may terminate all of the rights and obligations of the
Servicer under this Agreement and the Trustee, or a successor servicer appointed
in accordance with Section 7.02, shall immediately make such Advance and assume,
pursuant to Section 7.02, the duties of a successor Servicer and (y) in the
case
of (i)(B), (ii), (iii) and (iv) above, the Trustee shall, at the direction
of
the Holders of each Class of Regular Certificates evidencing Percentage
Interests aggregating not less than 51%, by notice then given in writing to
the
Servicer, terminate all of the rights and obligations of the Servicer as
servicer under this Agreement. Any such notice to the Servicer shall also be
given to each Rating Agency, the Depositor and the Sponsor. 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 or
the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section; and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Servicer,
as
attorney-in-fact or otherwise, any and all documents and other instruments,
and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer
and
endorsement of each Mortgage Loan and Related Documents or otherwise. The
Servicer agrees to cooperate with the Trustee (or the applicable successor
Servicer) in effecting the termination of the responsibilities and rights of
the
Servicer hereunder, including, without limitation, the delivery to the successor
Servicer of all documents and records requested by it to enable it to assume
the
Servicer’s functions under this Agreement within ten Business Days subsequent to
such notice, the transfer within one Business Day subsequent to such notice
to
the Trustee (or the applicable successor Servicer) for the administration by
it
of all cash amounts that shall at the time be held by the Servicer and to be
deposited by it in the Collection Account, the Distribution Account, any REO
Account or any Escrow Account or that have been deposited by the Servicer in
such accounts or thereafter received by the Servicer with respect to the
Mortgage Loans or any REO Property received by the Servicer. All reasonable
costs and expenses (including attorneys’ fees) incurred in connection with
transferring the servicing to the successor Servicer and amending this Agreement
to reflect such succession as Servicer pursuant to this Section shall be paid
by
the predecessor Servicer (or if the predecessor Servicer is the Trustee, the
initial Servicer) upon presentation of reasonable documentation of such costs
and expenses or if not paid by such predecessor Servicer then by the Trust
Fund.
| Section 7.02 |
Trustee
to Act; Appointment of Successor.
|
(a) Within
90
days of the time the Servicer and the Trustee receives a notice of termination
pursuant to Section 7.01 or resignation pursuant to 6.04(i), the Trustee (or
such other successor Servicer as is approved in accordance with this Agreement)
shall be the successor in all respects to the Servicer in its capacity as
servicer under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Servicer by the terms and provisions hereof
arising on and after its succession. As compensation therefor, the Trustee
(or
such other successor Servicer) shall be entitled to such compensation as the
Servicer would have been entitled to hereunder if no such notice of termination
had been given. Notwithstanding the above, (i) if the Trustee is unwilling
to
act as successor Servicer or (ii) if the Trustee is legally unable so to act,
the Trustee shall appoint or petition a court of competent jurisdiction to
appoint, any established housing and home finance institution, bank or other
mortgage loan or home equity loan servicer having a net worth of not less than
$50,000,000 as the successor to the Servicer hereunder in the assumption of
all
or any part of the responsibilities, duties or liabilities of the Servicer
hereunder; provided,
that
the appointment of any such successor Servicer will not result in the
qualification, reduction or withdrawal of the ratings assigned to the
Certificates or the ratings that are in effect by the Rating Agencies as
evidenced by a letter to such effect from the Rating Agencies. Pending
appointment of a successor to the Servicer hereunder, unless the Trustee is
prohibited by law from so acting, the Trustee shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
successor shall be entitled to receive compensation out of payments on Mortgage
Loans in an amount equal to the compensation which the Servicer would otherwise
have received pursuant to Section 3.18 (or such other compensation as the
Trustee and such successor shall agree, not to exceed the Servicing Fee). The
successor servicer shall be entitled to withdraw from the Collection Account
all
costs and expenses associated with the transfer of the servicing to the
successor servicer. The appointment of a successor servicer shall not affect
any
liability of the predecessor Servicer which may have arisen under this Agreement
prior to its termination as Servicer to pay any deductible under an insurance
policy pursuant to Section 3.12 or to indemnify the parties indicated in Section
3.26 pursuant to the terms thereof, nor shall any successor Servicer be liable
for any acts or omissions of the predecessor Servicer or for any breach by
such
Servicer of any of its representations or warranties contained herein or in
any
related document or agreement. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate
any
such succession.
In
the
event of a Servicer Event of Termination, notwithstanding anything to the
contrary above, the Trustee and the Depositor hereby agree that upon delivery
to
the Trustee 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 Trustee, whereunder the Servicer shall resign as Servicer under
this Agreement, the Servicing Rights Pledgee or its designee shall be appointed
as successor Servicer (provided that at the time of such appointment the
Servicing Rights Pledgee or such designee meets the requirements of a successor
Servicer set forth above) and the Servicing Rights Pledgee agrees to be subject
to the terms of this Agreement.
(b) Any
successor, including the Trustee, to the Servicer as servicer shall during
the
term of its service as servicer continue to service and administer the Mortgage
Loans for the benefit of Certificateholders, and maintain in force a policy
or
policies of insurance covering errors and omissions in the performance of its
obligations as Servicer hereunder and a Fidelity Bond in respect of its
officers, employees and agents to the same extent as the Servicer is so required
pursuant to Section 3.12.
| Section 7.03 |
Waiver
of Defaults.
|
The
Majority Certificateholders may, on behalf of all Certificateholders, waive
any
events permitting removal of the Servicer as servicer pursuant to this Article
VII, provided,
however,
that
the Majority Certificateholders may not waive a default in making a required
distribution on a Certificate without the consent of the Holder of such
Certificate. Upon any waiver of a past default, such default shall cease to
exist and any Servicer Event of Termination arising therefrom shall be deemed
to
have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other default or impair any right consequent thereto
except to the extent expressly so waived. Notice of any such waiver shall be
given by the Trustee to the Rating Agencies.
| Section 7.04 |
Notification
to Certificateholders.
|
(a) On
any
termination or appointment of a successor the Servicer pursuant to this Article
VII or Section 6.04, the Trustee shall give prompt written notice thereof to
the
Certificateholders at their respective addresses appearing in the Certificate
Register and each Rating Agency.
(b) No
later
than 60 days after the occurrence of any event which constitutes or which,
with
notice or a lapse of time or both, would constitute a Servicer Event of
Termination for five Business Days after a Responsible Officer of the Trustee
becomes aware of the occurrence of such an event, the Trustee shall transmit
by
mail to all Certificateholders notice of such occurrence unless such default
or
Servicer Event of Termination shall have been waived or cured. Such notice
shall
be given to the Rating Agencies promptly after any such occurrence.
| Section 7.05 |
Survivability
of Servicer Liabilities.
|
Notwithstanding
anything herein to the contrary, upon termination of the Servicer hereunder,
any
liabilities of the Servicer which accrued prior to such termination shall
survive such termination.
ARTICLE
VIII
THE
TRUSTEE
| Section 8.01 |
Duties
of Trustee.
|
The
Trustee, prior to the occurrence of a Servicer Event of Termination of which
a
Responsible Officer of the Trustee shall have actual knowledge and after the
waiver or curing of all Servicer Events of Termination which may have occurred,
undertakes to perform such duties and only such duties as are specifically
set
forth in this Agreement. If a Servicer Event of Termination has occurred (which
has not been cured) of which a Responsible Officer has actual knowledge, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise, as
a
prudent person would exercise or use under the circumstances in the conduct
of
such person’s own affairs.
The
Trustee, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee which
are specifically required to be furnished pursuant to any provision of this
Agreement, shall examine them to determine whether they conform on their face
to
the requirements of this Agreement to the extent specified herein; provided,
however,
that
the Trustee shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Servicer, the Sponsor or the Depositor hereunder.
If
any such instrument is found not to conform in any material respect to the
requirements of this Agreement, the Trustee shall notify the Certificateholders
of such instrument in the event that the Trustee, after so requesting, does
not
receive a satisfactorily corrected instrument.
No
provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or
its
own willful misconduct; provided,
however,
that:
(i) prior
to
the occurrence of a Servicer Event of Termination, and after the waiver or
curing of all such Servicer Events of Termination which may have occurred,
the
duties and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in
this
Agreement, no implied covenants or obligations shall be read into this Agreement
against the Trustee and, in the absence of bad faith on the part of the Trustee,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the requirements of this
Agreement;
(ii) the
Trustee shall not be liable for an error of judgment made in good faith by
a
Responsible Officer of the Trustee unless it shall be proved that the Trustee
was negligent in ascertaining or investigating the facts related
thereto;
(iii) the
Trustee shall not be 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
Majority Certificateholders relating to the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising or omitting
to exercise any trust or power conferred upon the Trustee under this Agreement;
and
(iv) the
Trustee shall not be charged with knowledge of any failure by the Servicer
to
comply with the obligations of the Servicer referred to in clauses (i) and
(ii)
of Section 7.01(a) or any Servicer Event of Termination unless a Responsible
Officer of the Trustee at the applicable Corporate Trust Office obtains actual
knowledge of such failure or the Trustee receives written notice of such failure
from the Servicer or the Majority Certificateholders. In the absence of such
receipt of such notice, the Trustee may conclusively assume that there is no
Servicer Event of Termination.
The
Trustee shall not 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, 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, and none of the provisions
contained in this Agreement shall in any event require the Trustee to perform,
or be responsible for the manner of performance of, any of the obligations
of
the Servicer under this Agreement, except with respect to the Trustee during
such time, if any, as the Trustee shall be the successor to, and be vested
with
the rights, duties, powers and privileges of, the Servicer in accordance with
the terms of this Agreement.
The
Trustee shall not have any duty (A) to see to any recording, filing, or
depositing of this Agreement or any agreement referred to herein or any
financing statement or continuation statement evidencing a security interest,
or
to see to the maintenance of any such recording or filing or depositing or
to
any rerecording, refiling or redepositing of any thereof, (B) to see to any
insurance or (C) to see to the payment or discharge of any tax, assessment,
or
other governmental charge or any lien or encumbrance of any kind owing with
respect to, assessed or levied against, any part of the Trust Fund other than
from funds available in the Distribution Account and to the extent set forth
herein.
| Section 8.02 |
Certain
Matters Affecting the Trustee.
|
(a) Except
as
otherwise provided in Section 8.01:
(i) the
Trustee may request and rely upon, and shall be protected in acting or
refraining from acting upon, any resolution, Officer’s 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) the
Trustee may consult with counsel and any advice or 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
advice or Opinion of Counsel;
(iii) the
Trustee shall not be under any obligation to exercise any of the rights 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 the Certificateholders pursuant to the provisions of this Agreement, unless
such Certificateholders shall have offered to the Trustee reasonable security
or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby; the right of the Trustee to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the Trustee
shall not be answerable for other than its negligence or willful misconduct
in
the performance of any such act;
(iv) the
Trustee shall not be 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 Termination and after the waiver or curing
of all Servicer Events of Termination which may have occurred, the Trustee
shall
not be bound to make any investigation into the facts or matters stated in
any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or documents, unless
requested in writing to do so by the Majority Certificateholder; provided,
however,
that if
the payment within a reasonable time to the Trustee of the costs, expenses
or
liabilities likely to be incurred by it in the making of such investigation
is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such cost, expense or liability as a condition
to
such proceeding. The reasonable expense of every such examination shall be
paid
by the Servicer or, if paid by the Trustee, shall be reimbursed by the Servicer
upon demand. Nothing in this clause (v) shall derogate from the obligation
of
the Servicer to observe any applicable law prohibiting disclosure of information
regarding the Mortgagors;
(vi) the
Trustee shall not be accountable, shall have any liability or make any
representation as to any acts or omissions hereunder of the Servicer until
such
time as the Trustee may be required to act as Servicer pursuant to Section
7.02
or of the Custodian;
(vii) the
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys or a custodian
and the Trustee shall not be responsible for any misconduct or negligence on
the
part of any such agent, attorney or custodian appointed by it with due care;
and
(viii) the
right
of the Trustee to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and the Trustee shall not be answerable for
other than its negligence or willful misconduct in the performance of such
act.
| Section 8.03 |
Trustee
Not Liable for Certificates or Mortgage Loans.
|
The
recitals contained herein and in the Certificates (other than the authentication
of the Trustee on the Certificates) shall be taken as the statements of the
Sponsor, and the Trustee assumes no responsibility for the correctness of the
same. The Trustee makes no representations as to the validity or sufficiency
of
this Agreement or of the Certificates (other than the signature of the Trustee
and authentication of the Trustee on the Certificates) or of any Mortgage Loan
or Related Document. The Trustee shall not be accountable for the use or
application by the Servicer, or for the use or application of any funds paid
to
the Servicer in respect of the Mortgage Loans or deposited in or withdrawn
from
the Collection Account by the Servicer. The Trustee shall not at any time have
any responsibility or liability for or with respect to the legality, validity
and enforceability of any Mortgage or any Mortgage Loan, or the perfection
and
priority of any Mortgage or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Trust or its ability to
generate the payments to be distributed to Certificateholders under this
Agreement, including, without limitation: the existence, condition and ownership
of any Mortgaged Property; the existence and enforceability of any hazard
insurance thereon (other than if the Trustee shall assume the duties of the
Servicer pursuant to Section 7.02); the validity of the assignment of any
Mortgage Loan to the Trustee or of any intervening assignment; the completeness
of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
7.02); the compliance by the Depositor, the Sponsor or the Servicer with any
warranty or representation made under this Agreement or in any related document
or the accuracy of any such warranty or representation prior to the Trustee’s
receipt of notice or other discovery of any non-compliance therewith or any
breach thereof; any investment of monies by or at the direction of the Servicer
or any loss resulting therefrom, the acts or omissions of any of the Servicer
(other than if the Trustee shall assume the duties of the Servicer pursuant
to
Section 7.02), or any Mortgagor; any action of the Servicer (other than if
the
Trustee shall assume the duties of the Servicer pursuant to Section 7.02),
taken
in the name of the Trustee; the failure of the Servicer to act or perform any
duties required of it as agent of the Trustee hereunder; or any action by the
Trustee taken at the instruction of the Servicer (other than if the Trustee
shall assume the duties of the Servicer pursuant to Section 7.02); provided,
however,
that
the foregoing shall not relieve the Trustee of its obligation to perform its
duties under this Agreement. The Trustee shall not have any responsibility
for
filing any financing or continuation statement in any public office at any
time
or to otherwise perfect or maintain the perfection of any security interest
or
lien granted to it hereunder.
| Section 8.04 |
Trustee
May Own Certificates.
|
The
Trustee in its individual or any other capacity may become the owner or pledgee
of Certificates with the same rights as it would have if it were not Trustee
and
may transact any banking and trust business with the Sponsor, the Servicer,
the
Depositor or their Affiliates.
| Section 8.05 |
Sponsor
to Pay Trustee Fees and Expenses.
|
The
Trustee shall withdraw from the Distribution Account on each Distribution Date
and pay to itself its fees in an aggregate amount equal to the Trustee Fee
pursuant to Section 4.01 and, to the extent the Interest Remittance Amount
is at
any time insufficient for such purpose, the Sponsor shall pay such fees as
reasonable compensation (which shall not be limited by any provision of law
in
regard to the compensation of a trustee of an express trust) for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties hereunder of the Trustee, and
the Sponsor will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and
of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from such party’s negligence or bad faith or which is
the responsibility of Certificateholders or the Trustee hereunder. In addition
to the Trustee Fee, the Trustee, as compensation for its activities hereunder,
shall be entitled to withdraw from the Distribution Account on each Distribution
Date prior to making distributions pursuant to Sections 4.01 and 4.02 any
investment income or other benefit derived from balances in the Distribution
Account for such Distribution Date pursuant to Section 3.05(b). Notwithstanding
any other provision of this Agreement, including Section 2.03(a) and Section
2.04, to the contrary, the Sponsor covenants and agrees to indemnify the Trustee
and its respective officers, directors, employees and agents from, and hold
each
of them harmless against, any and all losses, liabilities, damages, claims
or
expenses incurred in connection with any legal action relating to this Agreement
(including, without limitation, the last paragraph of Section 2.01), the
Certificates or incurred in connection with the administration of the Trust,
other than with respect to a party, any loss, liability or expense incurred
by
reason of willful misfeasance, bad faith or negligence of such party in the
performance of their respective duties hereunder or by reason of such party’s
reckless disregard of obligations and duties hereunder; provided, that the
foregoing exclusion shall not apply with respect to any indemnification
obligation to the Trustee hereunder relating to the last paragraph of Section
2.01 hereof. Anything in this Agreement to the contrary notwithstanding, in
no
event shall the Trustee be liable for special, indirect or consequential loss
or
damage of any kind whatsoever (including but not limited to lost profits),
even
if the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action. The Trustee and any director, officer,
employee or agent of the Trustee shall be indemnified, to the extent not paid
by
the Sponsor pursuant to this Section, 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, in the ordinary course of the
Trustee’s performance in accordance with the provisions of this Agreement)
incurred by the Trustee or such party arising out of or in connection with
the
acceptance or administration of its duties under this Agreement, other than
any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance by the Trustee of its duties under this
Agreement or by reason of the reckless disregard of the Trustee’s obligations
and duties under this Agreement; provided, that the foregoing exclusion shall
not apply with respect to any indemnification obligation to the Trustee
hereunder relating to the last paragraph of Section 2.01 hereof. This section
shall survive termination of this Agreement or the resignation or removal of
any
Trustee hereunder.
| Section 8.06 |
Eligibility
Requirements for Trustee.
|
The
Trustee hereunder shall at all times be a Department of Housing and Urban
Development and Federal Housing Administration approved mortgagee, an entity
duly organized and validly existing under the laws of the United States of
America or any state thereof, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000
and
a minimum long-term debt rating of BBB by Fitch and S&P and a long term debt
rating of at least A1 or better by Xxxxx’x, and subject to supervision or
examination by federal or state authority. If such entity publishes reports
of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 8.06, the combined capital and surplus of such entity shall be deemed
to
be its combined capital and surplus as set forth in its most recent report
of
condition so published. The principal office of the Trustee (other than the
initial Trustee) shall be in a state with respect to which an Opinion of Counsel
has been delivered to such Trustee at the time such Trustee is appointed Trustee
to the effect that the Trust will not be a taxable entity under the laws of
such
state. In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 8.06, the Trustee shall resign immediately
in the manner and with the effect specified in Section 8.07.
| Section 8.07 |
Resignation
or Removal of Trustee.
|
The
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Depositor, the Servicer and each Rating
Agency. Upon receiving such notice of resignation, the Depositor shall promptly
appoint a successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to
the
successor Trustee. If no successor Trustee shall have been so appointed and
having accepted appointment within 30 days after the giving of such notice
of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
If
at any
time the Trustee shall cease to be eligible in accordance with the provisions
of
Section 8.06 and shall fail to resign after written request therefor by the
Depositor, or if at any time the Trustee shall be legally unable to act, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or
of
its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Depositor may remove
the
Trustee. If the Depositor or the Servicer removes the Trustee under the
authority of the immediately preceding sentence, the Depositor shall promptly
appoint a successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee so removed and one copy
to
the successor Trustee.
The
Majority Certificateholders may at any time remove the Trustee by written
instrument or instruments delivered to the Servicer, the Depositor and the
Trustee and any expenses incurred by the Trustee in connection with such removal
shall be reimbursed to it by the Majority Certificateholders promptly upon
demand therefor; the Depositor shall thereupon use its best efforts to appoint
a
successor Trustee in accordance with this Section.
Any
resignation or removal of the Trustee and appointment of a successor Trustee
pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 8.08.
| Section 8.08 |
Successor
Trustee.
|
Any
successor Trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Depositor, the Rating Agencies, the Servicer
and
to its predecessor Trustee an instrument accepting such appointment hereunder,
and thereupon the resignation or removal of the predecessor Trustee shall become
effective, and such successor Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee. The Depositor, the Servicer and the predecessor Trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor
Trustee all such rights, powers, duties and obligations.
No
successor Trustee shall accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor Trustee shall be eligible
under the provisions of Section 8.06 and the appointment of such successor
Trustee shall not result in a downgrading of the Regular Certificates by any
Rating Agency, as evidenced by a letter from each Rating Agency.
Upon
acceptance of appointment by a successor Trustee as provided in this Section
8.08, the successor Trustee shall mail notice of the appointment of a successor
Trustee hereunder to all Holders of Certificates at their addresses as shown
in
the Certificate Register and to each Rating Agency.
| Section 8.09 |
Merger
or Consolidation of Trustee.
|
Any
entity into which the Trustee may be merged or converted or with which it may
be
consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any entity succeeding
to
the business of the Trustee, shall be the successor of the Trustee hereunder,
provided such entity shall be eligible under the provisions of Section 8.06
and
8.08, 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 of this Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any part of the Trust or
any
Mortgaged Property may at the time be located, the Depositor and the Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust, and to vest in such Person
or Persons, in such capacity and for the benefit of the Certificateholders,
such
title to the Trust, 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. Any such
co-trustee or separate trustee shall be subject to the written approval of
the
Servicer. If the Servicer shall not have joined in such appointment within
15
days after the receipt by it of a request so to do, or in the case a Servicer
Event of Termination 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, and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 8.08. The Servicer shall be responsible for the fees of any co-trustee
or separate trustee appointed hereunder.
Every
separate trustee and co-trustee shall, to the extent permitted by law, be
appointed and act subject to the following provisions and
conditions:
(i) 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 (it being understood that such
separate trustee or co-trustee is not authorized to act separately without
the
Trustee joining in such act), except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed (whether
as
Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall
be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Trust or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;
(ii) no
trustee hereunder shall be held personally liable by reason of any act or
omission of any other trustee hereunder; and
(iii) the
Servicer and the Trustee, acting jointly may at any time accept the resignation
of or remove any separate trustee or co-trustee except that following the
occurrence of a Servicer Event of Termination, the Trustee acting alone may
accept the resignation or remove any separate trustee or
co-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 trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to
the
Depositor, the Rating Agencies and the Servicer.
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 |
Limitation
of Liability.
|
The
Certificates are executed by the Trustee, not in its individual capacity but
solely as Trustee of the Trust, in the exercise of the powers and authority
conferred and vested in it by this Agreement. Each of the undertakings and
agreements made on the part of the Trustee in the Certificates is made and
intended not as a personal undertaking or agreement by the Trustee but is made
and intended for the purpose of binding only the Trust.
| Section 8.12 |
Trustee
May Enforce Claims Without Possession of Certificates.
|
(a) All
rights of action and claims under this Agreement or the Certificates may be
prosecuted and enforced by the Trustee without the possession of any of the
Certificates or the production thereof in any proceeding relating thereto,
and
such proceeding instituted by the Trustee shall be brought in its own name
or in
its capacity as Trustee for the benefit of all Holders of such Certificates,
subject to the provisions of this Agreement. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursement and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Certificateholders in respect of which such judgment
has
been recovered.
(b) The
Trustee shall afford the Sponsor, the Depositor, the Servicer and each
Certificateholder upon reasonable notice during normal business hours, access
to
all records maintained by the Trustee in respect of its duties hereunder and
access to officers of the Trustee responsible for performing such duties. The
Trustee shall cooperate fully with the Sponsor, the Servicer, the Depositor
and
such Certificateholder and shall make available to the Sponsor, the Servicer,
the Depositor and such Certificateholder for review and copying at the expense
of the party requesting such copies, such books, documents or records as may
be
requested with respect to the Trustee’s duties hereunder. The Sponsor, the
Depositor, the Servicer and the Certificateholders shall not have any
responsibility or liability for any action or failure to act by the Trustee
and
are not obligated to supervise the performance of the Trustee under this
Agreement or otherwise.
| Section 8.13 |
Suits
for Enforcement.
|
In
case a
Servicer Event of Termination or other default by the Servicer or the Sponsor
hereunder shall occur and be continuing, the Trustee may proceed to protect
and
enforce its rights and the rights of the Certificateholders under this Agreement
by a suit, action or proceeding in equity or at law or otherwise, whether for
the specific performance of any covenant or agreement contained in this
Agreement or in aid of the execution of any power granted in this Agreement
or
for the enforcement of any other legal, equitable or other remedy, as the
Trustee, being advised by counsel, and subject to the foregoing, shall deem
most
effectual to protect and enforce any of the rights of the Trustee and the
Certificateholders.
| Section 8.14 |
Waiver
of Bond Requirement.
|
The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may
be
located that the Trustee post a bond or other surety with any court, agency
or
body whatsoever.
| Section 8.15 |
Waiver
of Inventory, Accounting and Appraisal Requirement.
|
The
Trustee shall be relieved of, and each Certificateholder hereby waives, any
requirement of any jurisdiction in which the Trust, or any part thereof, may
be
located that the Trustee file any inventory, accounting or appraisal of the
Trust with any court, agency or body at any time or in any manner
whatsoever.
ARTICLE
IX
REMIC
ADMINISTRATION
| Section 9.01 |
REMIC
Administration.
|
(a) REMIC
elections as set forth in the Preliminary Statement shall be made by the Trustee
on Form 1066 or other appropriate federal tax or information return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. The regular interests and residual interest in each
REMIC shall be as designated in the Preliminary Statement.
(b) The
Closing Date is hereby designated as the “Startup Day” of each REMIC within the
meaning of section 860G(a)(9) of the Code.
(c) The
Servicer shall pay any and all tax related expenses (not including taxes) of
each REMIC, including but not limited to any professional fees or expenses
related to audits or any administrative or judicial proceedings with respect
to
each REMIC that involve the Internal Revenue Service or state tax authorities,
but only to the extent that (i) such expenses are ordinary or routine expenses,
including expenses of a routine audit but not expenses of litigation (except
as
described in (ii)); or (ii) such expenses or liabilities (including taxes and
penalties) are attributable to the negligence or willful misconduct of the
Servicer in fulfilling its duties hereunder. The Servicer shall be entitled
to
reimbursement of expenses to the extent provided in clause (i) above from the
Collection Account.
(d) The
Trustee shall prepare, sign and file, all of the REMICs’ federal and state tax
and information returns as the direct representative each REMIC created
hereunder. The expenses of preparing and filing such returns shall be borne
by
the Trustee.
(e) The
Holder of the Residual Certificate at any time holding the largest Percentage
Interest thereof shall be the “tax matters person” as defined in the REMIC
Provisions (the “Tax Matters Person”) with respect to each REMIC and shall act
as Tax Matters Person for each REMIC. The Trustee, as agent for the Tax Matters
Person, shall perform on behalf of each REMIC all reporting and other tax
compliance duties that are the responsibility of such REMIC under the Code,
the
REMIC Provisions, or other compliance guidance issued by the Internal Revenue
Service or any state or local taxing authority. Among its other duties, if
required by the Code, the REMIC Provisions, or other such guidance, the Trustee,
as agent for the Tax Matters Person, shall provide (i) to the Treasury or other
governmental authority such information as is necessary for the application
of
any tax relating to the transfer of a Residual Certificate to any disqualified
person or organization and (ii) to the Certificateholders such information
or
reports as are required by the Code or REMIC Provisions. The Trustee, as agent
for the Tax Matters Person, shall represent each REMIC in any administrative
or
judicial proceedings relating to an examination or audit by any governmental
taxing authority, request an administrative adjustment as to any taxable year
of
any REMIC, enter into settlement agreements with any government taxing agency,
extend any statute of limitations relating to any item of any REMIC and
otherwise act on behalf of any REMIC in relation to any tax matter involving
the
Trust.
(f) The
Trustee, the Servicer and the Holders of Certificates shall take any action
or
cause the REMIC to take any action required under this Agreement necessary,
or
otherwise which, based on an Opinion of Counsel, is necessary, to create or
maintain the status of each REMIC as a REMIC under the REMIC Provisions and
shall assist each other as necessary to create or maintain such status. None
of
the Trustee, the Servicer or the Holder of any Residual Certificate shall take
any action, cause any REMIC created hereunder 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 such
REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC
(including but not limited to the tax on prohibited transactions as defined
in
Code Section 860F(a)(2) and the tax on prohibited contributions set forth on
Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
unless the Trustee and the Servicer have received an Opinion of Counsel (at
the
expense of the party seeking to take such action) to the effect that the
contemplated action will not endanger such status or result in the imposition
of
such a tax. In addition, prior to taking any action with respect to any REMIC
created hereunder or the assets therein, or causing such REMIC to take any
action, which is not expressly permitted under the terms of this Agreement,
any
Holder of a Residual Certificate will consult with the Trustee and the Servicer,
or their respective designees, in writing, with respect to whether such action
could cause an Adverse REMIC Event to occur with respect to any REMIC, and
no
such Person shall take any such action or cause any REMIC to take any such
action as to which the Trustee or the Servicer has advised it in writing that
an
Adverse REMIC Event could occur.
(g) Each
Holder of a Residual Certificate shall pay when due any and all taxes imposed
on
each REMIC created hereunder by federal or state governmental authorities.
To
the extent that such Trust taxes are not paid by a Residual Certificateholder,
the Trustee shall pay any remaining REMIC taxes out of current or future amounts
otherwise distributable to the Holder of the Residual Certificate in the REMICs
or, if no such amounts are available, out of other amounts held in the
Distribution Account, and shall reduce amounts otherwise payable to Holders
of
regular interests in the related REMIC.
(h) The
Trustee, as agent for the Tax Matters Person, shall, for federal income tax
purposes, maintain books and records with respect to each REMIC created
hereunder on a calendar year and on an accrual basis.
(i) No
additional contributions of assets shall be made to any REMIC created hereunder,
except as expressly provided in this Agreement with respect to Eligible
Substitute Mortgage Loans.
(j) Neither
the Trustee nor the Servicer shall enter into any arrangement by which any
REMIC
created hereunder will receive a fee or other compensation for
services.
(k) On
or
before April 15th
of each
calendar year beginning in 2008, the Servicer shall deliver to the Trustee
and
each Rating Agency an Officers’ Certificate stating the Servicer’s compliance
with the provisions of this Section 9.01.
(l) The
Trustee will apply for an Employee Identification Number from the Internal
Revenue Service via a Form SS-4 or other acceptable method for the Trust (and
any other tax entities identified by the Depositor) and shall complete the
Form
8811.
| Section 9.02 |
Prohibited
Transactions and Activities.
|
Neither
the Sponsor, the Depositor, the Servicer nor the Trustee shall sell, dispose
of,
or substitute for any of the Mortgage Loans, except in a disposition pursuant
to
(i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of any REMIC created hereunder pursuant to Article X
of
this Agreement, (iv) a substitution pursuant to Article II of this Agreement
or
(v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement,
nor
acquire any assets for any REMIC, nor sell or dispose of any investments in
the
Distribution Account for gain, nor accept any contributions to either REMIC
after the Closing Date, unless it has received an Opinion of Counsel (at the
expense of the party causing such sale, disposition, or substitution) that
such
disposition, acquisition, substitution, or acceptance will not (a) affect
adversely the status of any REMIC created hereunder as a REMIC or of the
interests therein other than the Residual Certificates as the regular interests
therein, (b) affect the distribution of interest or principal on the
Certificates, (c) result in the encumbrance of the assets transferred or
assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
or (d) cause any REMIC created hereunder to be subject to a tax on prohibited
transactions or prohibited contributions pursuant to the REMIC
Provisions.
| Section 9.03 |
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
In
the
event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
or incurs federal, state or local taxes as a result of a prohibited transaction
or prohibited contribution under the REMIC Provisions due to the negligent
performance by the Servicer of its duties and obligations set forth herein,
the
Servicer shall indemnify the Holder of the related Residual Certificates against
any and all losses, claims, damages, liabilities or expenses (“Losses”)
resulting from such negligence; provided,
however,
that
the Servicer shall not be liable for any such Losses attributable to the action
or inaction of the Trustee, the Depositor or the Holder of such Residual
Certificate, as applicable, nor for any such Losses resulting from
misinformation provided by the Holder of such Residual Certificate on which
the
Servicer has relied. The foregoing shall not be deemed to limit or restrict
the
rights and remedies of the Holder of such Residual Certificate now or hereafter
existing at law or in equity. Notwithstanding the foregoing, however, in no
event shall the Servicer have any liability (1) for any action or omission
that
is taken in accordance with and in compliance with the express terms of, or
which is expressly permitted by the terms of, this Agreement, (2) for any Losses
other than arising out of a negligent performance by the Servicer of its duties
and obligations set forth herein, and (3) for any special or consequential
damages to Certificateholders (in addition to payment of principal and interest
on the Certificates).
ARTICLE
X
TERMINATION
| Section 10.01 |
Termination.
|
(a) The
respective obligations and responsibilities of the Sponsor, the Servicer, the
Depositor, the Paying Agent, the Trustee and the Certificate Registrar created
hereby (other than the obligation of the Trustee to make certain payments to
Certificateholders after the final Distribution Date and the obligation of
the
Servicer to send certain notices as hereinafter set forth) shall terminate
upon
notice to the Trustee upon the earliest of (i) the Distribution Date on which
the Certificate Principal Balance of each Class of Certificates has been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan
in the Trust, and (iii) the optional purchase by the Servicer or an Affiliate
of
the Servicer of the Mortgage Loans as described below. Notwithstanding the
foregoing, in no event shall the trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
of
Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of
St.
Xxxxx, living on the date hereof.
The
Servicer or an Affiliate of the Servicer may, at its option, terminate the
Mortgage Loans in the Trust Fund and retire the Class A Certificates, the
Mezzanine Certificates and the Class B Certificates on the next succeeding
Distribution Date upon which the current Pool Balance is 10% or less than the
Pool Balance as of the Cut-off Date by purchasing all of the outstanding (i)
Mortgage Loans in the Trust Fund at a price equal to the sum of the outstanding
Principal Balance of the Mortgage Loans and except to the extent previously
advanced by the Servicer, accrued and unpaid interest thereon at the weighted
average of the Mortgage Interest Rates through the end of the Collection Period
preceding the final Distribution Date plus unreimbursed Servicing Advances,
Advances, unpaid Servicing Fees or Excess Servicing Fees allocable to such
Mortgage Loans and Swap Termination Payment payable to the Swap Provider and
(ii) REO Properties in the Trust Fund at a price equal to their fair market
value as determined in good faith by the Servicer (the “Termination
Price”).
In
connection with any such purchase pursuant to the preceding paragraph, the
Servicer shall deliver to the Trustee for deposit in the Distribution Account
all amounts then on deposit in the Collection Account (less amounts permitted
to
be withdrawn by the Servicer pursuant to Section 3.07), which deposit shall
be
deemed to have occurred immediately following such purchase.
Any
such
purchase shall be accomplished by delivery to the Trustee for deposit into
the
Distribution Account as part of Available Funds on the Determination Date before
such Distribution Date of the Termination Price.
(b) Notice
of
any termination, specifying the Distribution Date (which shall be a date that
would otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates for payment of the final distribution and
cancellation, shall be given promptly by the Trustee upon the Trustee receiving
notice of such date from the Servicer, by letter to the Certificateholders
mailed not earlier than the 15th
day of
the month preceding the month of such final distribution and not later than
the
15th
day of
the month of such final distribution specifying (1) the Distribution Date upon
which final distribution of the Certificates will be made upon presentation
and
surrender of such Certificates at the office or agency therein designated,
(2)
the location of the office or agency at which such presentation and surrender
must be made, (3) the amount of any such final distribution and (4) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
distributions being made only upon presentation and surrender of the
Certificates at the office or agency therein specified.
(c) Upon
presentation and surrender of the Certificates, the Trustee shall cause to
be
distributed to the Holders of the Certificates on the Distribution Date for
such
final distribution, in proportion to the Percentage Interests of their
respective Class and to the extent that funds are available for such purpose,
an
amount equal to the amount required to be distributed to such Holders in
accordance with the provisions of Sections 4.01 and Section 4.02 for such
Distribution Date.
(d) In
the
event that all Certificateholders shall not surrender their Certificates for
final payment and cancellation on or before such final Distribution Date, the
Trustee shall promptly following such date cause all funds in the Distribution
Account not distributed in final distribution to Certificateholders to be
withdrawn therefrom and credited to the remaining Certificateholders by
depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Servicer (if the Servicer has exercised its right
to
purchase the Mortgage Loans) or the Trustee (in any other case) shall give
a
second written notice to the remaining Certificateholders, to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within nine months after the second notice all the Certificates
shall not have been surrendered for cancellation, the Residual
Certificateholders shall be entitled to all unclaimed funds and other assets
which remain subject hereto and the Trustee upon transfer of such funds shall
be
discharged of any responsibility for such funds, and such Certificateholders
shall look to the Residual Certificateholders for payment.
| Section 10.02 |
Additional
Termination Requirements.
|
(a) In
the
event that the Servicer exercises its purchase option as provided in Section
10.01, the Trust shall be terminated in accordance with the following additional
requirements, unless the Trustee shall have been furnished with an Opinion
of
Counsel to the effect that the failure of the Trust to comply with the
requirements of this Section will not (i) result in the imposition of taxes
on
“prohibited transactions” of the Trust as defined in Section 860F of the Code or
(ii) cause any REMIC constituting part of the Trust Fund to fail to qualify
as a
REMIC at any time that any Certificates are outstanding:
(i) The
Trustee shall designate a date within 90 days prior to the final Distribution
Date as the date of adoption of plans of complete liquidation of each REMIC
prepared and delivered to it by the terminating party or its designee and shall
specify such date in the final federal income tax return of each
REMIC;
(ii) After
the
date of adoption of such plans of complete liquidation and at or prior to the
final Distribution Date, the Trustee shall sell all of the assets of the Trust
to the Servicer for cash; and
(iii) At
the
time of the making of the final payment on the Certificates, the Trustee shall
distribute or credit, or cause to be distributed or credited in the following
order of priority (A) (i) to the Holders of the Class A Certificates and (ii)
to
the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
B-1,
Class B-2, Class B-3 and Class B-4 Certificates, the related Certificate
Principal Balance, as applicable, plus one month’s interest thereon at the
applicable Pass-Through Rate, (B) to the Class CE-1 Certificates in respect
of
the Class CE-1 Interest, the amount of any remaining Monthly Excess Cash Flow
Amounts not previously distributed thereon, (C) to the remaining REMIC Regular
Interests the amounts allocable thereto pursuant to Section 4.08 and (D) to
the
Class R and Class R-X Certificateholders, all cash on hand in respect of the
related REMIC or REMICs after such payment (other than cash retained to meet
claims) and the Trust shall terminate at such time.
(b) By
their
acceptance of Certificates, the Holders thereof hereby agree to appoint the
Trustee as their attorney in fact to: (i) designate such date of adoption of
plans of complete liquidation and (ii) to take such other action in connection
therewith as may be reasonably required to carry out such plans of complete
liquidation all in accordance with the terms hereof.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
| Section 11.01 |
Amendment.
|
This
Agreement may be amended from time to time by the Sponsor, the Depositor, the
Servicer and the Trustee; and without the consent of the Certificateholders,
(i)
to cure any ambiguity, (ii) to correct or supplement any provisions herein
which
may be defective or inconsistent with any other provisions herein, (iii) to
amend the provisions of Section 3.22, (iv) 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, (v) to comply with any
rules
of the Securities and Exchange Commission coming into effect following the
date
hereof which apply to the Certificates or (vi) to comply with Regulation AB;
provided,
however,
that
any such action listed in clause (i) through (iv) above shall not adversely
affect in any respect the interests of any Certificateholder, as evidenced
by
(i) notice in writing to the Depositor, the Servicer and the Trustee 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, or (ii) an Opinion of Counsel delivered to the Servicer
and
the Trustee.
In
addition, this Agreement may be amended from time to time by Sponsor, the
Depositor, the Servicer and the Trustee, with the consent of the Majority
Certificateholders 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 or the Swap
Provider; provided,
however,
that no
such amendment or waiver shall (x) reduce in any manner the amount of, or delay
the timing of, payments on the Certificates which are required to be made on
any
Certificate without the consent of the Holder of such Certificate, (y) adversely
affect in any material respect the interests of the Holders of any Class of
Certificates or the Swap Provider (as evidenced by (i) notice in writing to
the
Depositor, the Servicer and the Trustee 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,
or (ii) an Opinion of Counsel delivered to the Servicer and the Trustee) in
a
manner other than as described in clause (x) above, without the consent of
the
Holders of Certificates of such Class evidencing at least a 66% Percentage
Interest in such Class, or (z) reduce the percentage of Voting Rights required
by clause (y) above without the consent of the Holders of all Certificates
of
such Class then outstanding. Upon approval of an amendment, a copy of such
amendment shall be sent to the Rating Agencies. Prior to the execution of any
amendment to this Agreement, the Trustee shall be entitled to receive and rely
upon an Opinion of Counsel (at the expense of the Person seeking such amendment)
stating that the execution of such amendment is authorized or permitted by
this
Agreement. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee’s own rights, duties or immunities under
this Agreement.
Notwithstanding
any provision of this Agreement to the contrary, the Trustee shall not consent
to any amendment to this Agreement unless it shall have first received an
Opinion of Counsel, delivered by (and at the expense of) the Person seeking
such
Amendment, to the effect that such amendment is permitted hereunder and will
not
result in the imposition of a tax on any REMIC constituting part of the Trust
Fund pursuant to the REMIC Provisions or cause any REMIC constituting part
of
the Trust to fail to qualify as a REMIC at any time that any Certificates are
outstanding and that the amendment is being made in accordance with the terms
hereof.
Promptly
after the execution of any such amendment the Trustee shall furnish, at the
expense of the Person that requested the amendment if such Person is the Sponsor
or the Servicer (but in no event at the expense of the Trustee), otherwise
at
the expense of the Trust, a copy of such amendment and the Opinion of Counsel
referred to in the immediately preceding paragraph to the Servicer and each
Rating Agency.
It
shall
not be necessary for the consent of Certificateholders under this Section 11.01
to approve the particular form of any proposed amendment; instead it shall
be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trustee may prescribe.
Notwithstanding
anything to the contrary in this Section 11.01, the
Trustee, the Sponsor and the Servicer shall reasonably cooperate with the
Depositor and its counsel to enter into such amendments or modifications to
the
Agreement as may be necessary to comply with Regulation AB and any
interpretation thereof by the Securities and Exchange Commission.
Notwithstanding
anything to the contrary in this Section 11.01, no amendment shall be permitted
that adversely affects in any respect the rights and interests hereunder of
the
Swap Provider (as evidenced by an Opinion of Counsel delivered to the Servicer
and the Trustee) without the prior written consent of the Swap
Provider.
| 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 Trust, 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 together constitute but one and the same
instrument.
| Section 11.03 |
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not (i) operate to terminate this
Agreement or the Trust, (ii) 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, or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
Except
as
expressly provided for herein, no Certificateholder shall have any right to
vote
or in any manner otherwise control the operation and management of the Trust,
or
the obligations of the parties hereto, nor shall anything herein set forth
or
contained in the terms of the Certificates be construed so as to constitute
the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person
by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.
No
Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless such Holder previously shall
have given to the Trustee a written notice of default and of the continuance
thereof, as herein provided, and unless also the Holders of Certificates
entitled to at least 25% of the Voting Rights shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name
as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to
be
incurred therein or thereby, and the Trustee for 15 days after its receipt
of
such notice, request and offer of indemnity, shall have neglected or refused
to
institute any such action, suit or proceeding. It is understood and intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any
other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided
for herein, 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 11.03 each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.
| Section 11.04 |
Governing
Law; Jurisdiction.
|
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 (without regard to the conflicts of
laws
provisions thereof). With respect to any claim arising out of this Agreement,
each party irrevocably submits to the exclusive jurisdiction of the courts
of
the State of New York and the United States District Court located in the
Borough of Manhattan in The City of New York, and each party irrevocably waives
any objection which it may have at any time to the laying of venue of any suit,
action or proceeding arising out of or relating hereto brought in any such
courts, irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in any inconvenient forum and further
irrevocably waives the right to object, with respect to such claim, suit, action
or proceeding brought in any such court, that such court does not have
jurisdiction over such party, provided that service of process has been made
by
any lawful means.
| Section 11.05 |
Notices.
|
All
directions, demands and notices hereunder 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 (a) in the
case
of the Sponsor, Credit-Based Asset Servicing and Securitization LLC, 000 Xxxxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 00000, Attention: Director - Mortgage
Finance (telecopy number (000) 000-0000), or such other address or telecopy
number as may hereafter be furnished to the Depositor and the Trustee in writing
by the Sponsor, (b) in the case of the Trustee, the Corporate Trust Office,
or
such other address as may hereafter be furnished to the Depositor, the Sponsor
and the Servicer in writing by the Trustee, (c) in the case of the Depositor,
Citigroup Mortgage Loan Trust Inc., 000 Xxxxxxxxx Xxxxxx, 0xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 Attention: Mortgage Finance, or such other address
as
may be furnished to the Sponsor, the Servicer and the Trustee in writing by
the
Depositor, and (d) in the case of the Servicer, Xxxxxx Loan Servicing LP, 0000
Xxxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000, Attention: Xxxxxx XxXxxxx, or such
other address as may be furnished to the Sponsor, the Depositor and the Trustee
in writing by the Servicer. Any notice required or permitted to be mailed to
a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Notice of any
Servicer Event of Termination shall be given by telecopy and by certified mail.
Any notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have duly been given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder shall also 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 for any reason whatsoever be 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 |
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 11.08 |
Notice
to the Rating Agencies.
|
(a) Each
of
the Trustee and the Servicer shall be obligated to use its best reasonable
efforts promptly to provide notice to the Rating Agencies with respect to each
of the following of which a Responsible Officer of the Trustee or the Servicer,
as the case may be, has actual knowledge:
(i) any
material change or amendment to this Agreement;
(ii) the
occurrence of any Servicer Event of Termination that has not been cured or
waived;
(iii) the
resignation or termination of the Servicer or the Trustee;
(iv) the
final
payment to Holders of the Certificates of any Class;
(v) any
change in the location of any Account; and
(vi) if
the
Trustee is acting as successor Servicer pursuant to Section 7.02 hereof, any
event that would result in the inability of the Trustee to make
Advances.
(vii) In
addition, the Servicer shall promptly furnish to each Rating Agency copies
of
the following:
(A) each
annual statement as to compliance described in Section 3.19 hereof;
(B) each
annual independent public accountants’ servicing report described in Section
3.20 hereof; and
(C) each
notice delivered pursuant to Section 7.01(a) hereof which relates to the fact
that the Servicer has not made an Advance.
Any
such
notice pursuant to this Section 11.08 shall be in writing and shall be deemed
to
have been duly given if personally delivered or mailed by first class mail,
postage prepaid, or by express delivery service to Xxxxx’x Investors Service,
Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Managing Director,
Residential Mortgage-Backed Securities; Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Managing Director, Residential
Mortgage-Backed Securities; Standard & Poor’s, a division of The XxXxxx-Xxxx
Companies, Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage
Surveillance Group; and Dominion Bond Rating Service, Inc., 00 Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx Xxxxxx.
| Section 11.09 |
Further
Assurances.
|
Notwithstanding
any other provision of this Agreement, neither the Regular Certificateholders
nor the Trustee shall have any obligation to consent to any amendment or
modification of this Agreement unless they have been provided reasonable
security or indemnity against their out-of-pocket expenses (including reasonable
attorneys’ fees) to be incurred in connection therewith.
| Section 11.10 |
Benefits
of Agreement.
|
Nothing
in this Agreement or in the Certificates, expressed or implied, shall give
to
any Person, other than the Certificateholders and the parties hereto and their
successors hereunder, any benefit or any legal or equitable right, remedy or
claim under this Agreement.
| Section 11.11 |
Acts
of Certificateholders.
|
(a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Agreement to be given or taken by the Certificateholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Certificateholders in person or by agent duly
appointed in writing; and such action shall become effective when such
instrument or instruments are delivered to the Trustee, the Sponsor and the
Servicer. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “act” of the
Certificateholders signing such instrument or instruments. Proof of execution
of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and conclusive in favor of the
Trustee and the Trust, if made in the manner provided in this Section
11.11.
(b) The
fact
and date of the execution by any Person of any such instrument or writing may
be
proved by the affidavit of a witness of such execution or by the certificate
of
a notary public or other officer authorized by law to take acknowledgments
of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Whenever such execution is by a
signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.
(c) Any
request, demand, authorization, direction, notice, consent, waiver or other
action by any Certificateholder shall bind every future Holder of such
Certificate and the Holder of every Certificate issued upon the registration
of
transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, omitted or suffered to be done by the Trustee or the Trust in
reliance thereon, whether or not notation of such action is made upon such
Certificate.
| Section 11.12 |
Compliance
with Regulation AB.
|
Each
of
the parties hereto acknowledges and agrees that the purpose of Sections 3.19,
3.20 and 3.22 of this Agreement is to facilitate compliance by the Depositor
with the provisions of Regulation AB, as such may be amended or clarified 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
compliance with Regulation AB, (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, advice of counsel,
or otherwise in respect of the requirements of Regulation AB and (c) the parties
shall comply, to the extent practicable from a timing and information systems
perspective, with reasonable requests made by the Depositor for delivery of
such
information as the Depositor may determine in good faith is necessary to comply
with the provisions of Regulation AB.
IN
WITNESS WHEREOF, the Sponsor, the Depositor, the Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the day and year first above written.
|
CITIGROUP
MORTGAGE
LOAN TRUST INC.,
as
Depositor
|
||
| |
|
|
| By: /s/ Xxxxx X. Xxxxxxxxx | ||
|
|
||
|
Name:
Xxxxx X. Xxxxxxxxx
Title:
Vice President
|
||
|
CREDIT-BASED
ASSET
SERVICING AND
SECURITIZATION
LLC, as Sponsor
|
||
| |
|
|
| By: /s/ Xxxxx X. Xxxx | ||
|
|
||
|
Name:
Xxxxx X. Xxxx
Title:
Vice President
|
||
|
XXXXXX
LOAN
SERVICING LP, as Servicer
|
||
| |
|
|
| By: /s/ Xxxxxx XxXxxxx | ||
|
|
||
|
Name:
Xxxxxx XxXxxxx
Title:
Senior Vice President
|
||
|
U.S.
BANK NATIONAL
ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: /s/ Xxxxxx Xxxxxxxxxxxxxx | ||
|
|
||
|
Name:
Xxxxxx Xxxxxxxxxxxxxx
Title:
Vice President
|
||
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
___ day
of
March, 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., a Delaware corporation that executed the within instrument,
and
also known to me to be the person who executed it on behalf of said corporation,
and acknowledged to me that such corporation executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
| |
|
|
|
|
||
| Notary Public | ||
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
___ day of March 2007 before me, a notary public in and for said State,
personally appeared _______________ known to me to be a _______________ of
Credit-Based Asset Servicing and Securitization LLC, a limited liability company
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of said limited liability company, and acknowledged to
me
that such limited liability company executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
| |
|
|
|
|
||
| Notary Public | ||
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
___ day of March 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, a national banking association that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
said corporation, and acknowledged to me that such corporation executed the
within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
| |
|
|
|
|
||
| Notary Public | ||
|
STATE
OF TEXAS
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF XXXXXX
|
)
|
On
the
___ day of March 2007 before me, a notary public in and for said State,
personally appeared _______________, known to me to be a _____________ of Xxxxxx
Loan Servicing LP, a Delaware limited partnership, that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
said limited partnership, and acknowledged to me that such limited partnership
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- State of Texas | ||
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.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
PRIOR
TO TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, 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.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS A-1
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class A-1
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement and
Cut-off Date: March 1, 2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the
Class A-1 Certificates as of the Closing Date:
$202,083,000.00
Initial
Certificate Principal Balance:
$202,083,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
A-1
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class A-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 Business Day immediately
preceding such Distribution Date (the “Record Date”), from funds in the
Distribution Account 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 provided, however, that if any Class A-1 Certificate becomes
a
Definitive Certificate, the Record Date for such Certificate will be the last
Business Day of the month immediately preceding the month in which the related
Distribution Date occurs.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class A-1 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
A-1 Pass-Through Rate on each Distribution Date will be a rate per annum equal
to the lesser of (i) the sum of one month LIBOR plus the Class A-1 Certificate
Margin and (ii) the Rate Cap for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class A-1 Certificates.
The
Class
A-1 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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the Agreement. 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.
Prior
to
termination of the Supplemental Interest Trust, any transferee of this
Certificate or any interest herein who is an employee benefit plans or certain
other retirement plans and arrangements, including individual retirement
accounts and annuities, Xxxxx plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested that are
subject to the fiduciary responsibility provisions of ERISA and Section 4975
of
the Code (“Plans”) or any person who is directly or indirectly purchasing this
Certificate or interest herein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan except in accordance with section 5.02 of the
Pooling and Servicing Agreement.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from the Trust Fund of all Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION,
as
Trustee
|
||
| |
|
|
| By: /s/ | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION,
as
Certificate Registrar
|
||
| |
|
|
| By: /s/ | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
A-2
FORM
OF CLASS A-2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
PRIOR
TO TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, 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.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS A-2
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class A-2
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the Class A-2 Certificates
as of
the Closing Date: $25,968,000.00
Initial
Certificate Principal Balance:
$25,968,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
A-2
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class A-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 Business Day immediately
preceding such Distribution Date (the “Record Date”), from funds in the
Distribution Account in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Class A-2 Certificates on such Distribution Date pursuant
to
the Agreement provided, however, that if any Class A-2 Certificate becomes
a
Definitive Certificate, the Record Date for such Certificate will be the last
Business Day of the month immediately preceding the month in which the related
Distribution Date occurs.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class A-2 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
A-2 Pass-Through Rate on each Distribution Date will be a rate per annum equal
to the lesser of (i) the sum of one month LIBOR plus the Class A-2 Certificate
Margin and (ii) the Rate Cap for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class A-2 Certificates.
The
Class
A-2 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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders
of
this Certificate and of any Certificate issued upon the transfer hereof or
in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
Prior
to
termination of the Supplemental Interest Trust, any transferee of this
Certificate or any interest herein who is an employee benefit plans or certain
other retirement plans and arrangements, including individual retirement
accounts and annuities, Xxxxx plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested that are
subject to the fiduciary responsibility provisions of ERISA and Section 4975
of
the Code (“Plans”) or any person who is directly or indirectly purchasing this
Certificate or interest herein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan except in accordance with section 5.02 of the
Pooling and Servicing 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, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from the Trust Fund of all Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION,
as
Trustee
|
||
| |
|
|
| By: /s/ | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
A-3
FORM
OF CLASS A-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.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
PRIOR
TO TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, 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.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS A-3
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class A-3
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the Class A-3 Certificates
as of
the Closing Date: $76,895,000.00
Initial
Certificate Principal Balance:
$76,895,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
A-3
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class A-3 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 Business Day immediately
preceding such Distribution Date (the “Record Date”), from funds in the
Distribution Account 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-3 Certificates on such Distribution Date pursuant
to
the Agreement provided, however, that if any Class A-3 Certificate becomes
a
Definitive Certificate, the Record Date for such Certificate will be the last
Business Day of the month immediately preceding the month in which the related
Distribution Date occurs.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class A-3 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
A-3 Pass-Through Rate on each Distribution Date will be a rate per annum equal
to the lesser of (i) the sum of one month LIBOR plus the Class A-3 Certificate
Margin and (ii) the Rate Cap for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class A-3 Certificates.
The
Class
A-3 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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
Prior
to
termination of the Supplemental Interest Trust, any transferee of this
Certificate or any interest herein who is an employee benefit plans or certain
other retirement plans and arrangements, including individual retirement
accounts and annuities, Xxxxx plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested that are
subject to the fiduciary responsibility provisions of ERISA and Section 4975
of
the Code (“Plans”) or any person who is directly or indirectly purchasing this
Certificate or interest herein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan except in accordance with section 5.02 of the
Pooling and Servicing 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, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from the Trust Fund of all Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
|
By:
|
||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
|
By:
|
||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
A-4
FORM
OF CLASS A-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.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
PRIOR
TO TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, 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.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS A-4
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class A-4
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the Class A-4 Certificates
as of
the Closing Date: $14,778,000.00
Initial
Certificate Principal Balance:
$14,778,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
A-4
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class A-4 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 Business Day immediately
preceding such Distribution Date (the “Record Date”), from funds in the
Distribution Account 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-4 Certificates on such Distribution Date pursuant
to
the Agreement provided, however, that if any Class A-4 Certificate becomes
a
Definitive Certificate, the Record Date for such Certificate will be the last
Business Day of the month immediately preceding the month in which the related
Distribution Date occurs.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class A-4 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
A-4 Pass-Through Rate on each Distribution Date will be a rate per annum equal
to the lesser of (i) the sum of one month LIBOR plus the Class A-4 Certificate
Margin and (ii) the Rate Cap for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class A-4 Certificates.
The
Class
A-4 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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
Prior
to
termination of the Supplemental Interest Trust, any transferee of this
Certificate or any interest herein who is an employee benefit plans or certain
other retirement plans and arrangements, including individual retirement
accounts and annuities, Xxxxx plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested that are
subject to the fiduciary responsibility provisions of ERISA and Section 4975
of
the Code (“Plans”) or any person who is directly or indirectly purchasing this
Certificate or interest herein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan except in accordance with section 5.02 of the
Pooling and Servicing 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, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from the Trust Fund of all Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
A-5
FORM
OF CLASS A-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.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
PRIOR
TO TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, 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.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS A-5
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class A-5
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the Class A-5 Certificates
as of
the Closing Date: $35,525,000.00
Initial
Certificate Principal Balance:
$35,525,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
A-5
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class A-5 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 Business Day immediately
preceding such Distribution Date (the “Record Date”), from funds in the
Distribution Account 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-5 Certificates on such Distribution Date pursuant
to
the Agreement provided, however, that if any Class A-5 Certificate becomes
a
Definitive Certificate, the Record Date for such Certificate will be the last
Business Day of the month immediately preceding the month in which the related
Distribution Date occurs.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class A-5 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
A-5 Pass-Through Rate on each Distribution Date will be a rate per annum equal
to the lesser of (i) the sum of one month LIBOR plus the Class A-5 Certificate
Margin and (ii) the Rate Cap for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class A-5 Certificates.
The
Class
A-5 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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
Prior
to
termination of the Supplemental Interest Trust, any transferee of this
Certificate or any interest herein who is an employee benefit plans or certain
other retirement plans and arrangements, including individual retirement
accounts and annuities, Xxxxx plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested that are
subject to the fiduciary responsibility provisions of ERISA and Section 4975
of
the Code (“Plans”) or any person who is directly or indirectly purchasing this
Certificate or interest herein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan except in accordance with section 5.02 of the
Pooling and Servicing 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, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from the Trust Fund of all Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
B-1
FORM
OF CLASS B-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 IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND
THE MEZZANINE CERTIFICATES AS 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 DESCRIBED HEREIN.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS B-1
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class B-1
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the Class B-1 Certificates
as of
the Closing Date: $4,047,000.00
Initial
Certificate Principal Balance:
$4,047,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
B-1
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class B-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs (the “Record Date”), from funds in the Distribution Account 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 B-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 or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class B-1 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
B-1 Pass-Through Rate on each Distribution Date is the lesser of (i) the sum
of
one month LIBOR plus the B-1 Certificate Margin and (ii) the related Rate Cap
for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class B-1 Certificates.
The
Class
B-1 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.
This
certificate is subordinated in right of payment to the Class A Certificates
and
the Mezzanine Certificates as described in the Pooling and Servicing Agreement
referred to herein.
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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate or any interest herein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code (“Plans”) or any person who is
directly or indirectly purchasing this Certificate or interest herein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan except in
accordance with section 5.02 of the Pooling and Servicing
Agreement.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
B-2
FORM
OF CLASS B-2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES,
THE
MEZZANINE CERTIFICATES AND THE CLASS B-1 CERTIFICATES AS 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 DESCRIBED HEREIN.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS B-2
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class B-2
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the Class B-2 Certificates
as of
the Closing Date: $3,823,000.00
Initial
Certificate Principal Balance:
$3,823,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
B-2
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class B-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs (the “Record Date”), from funds in the Distribution Account 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 B-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 or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class B-2 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
B-2 Pass-Through Rate on each Distribution Date is the lesser of (i) the sum
of
one month LIBOR plus the B-2 Certificate Margin and (ii) the related Rate Cap
for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class B-2 Certificates.
The
Class
B-2 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.
This
certificate is subordinated in right of payment to the Class A Certificates,
the
Mezzanine Certificates and the Class B-1 Certificates as described in the
Pooling and Servicing Agreement referred to herein.
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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate or any interest herein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code (“Plans”) or any person who is
directly or indirectly purchasing this Certificate or interest herein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan except in
accordance with section 5.02 of the Pooling and Servicing
Agreement.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
B-3
FORM
OF CLASS B-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.
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES,
THE
MEZZANINE CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2
CERTIFICATES AS 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 DESCRIBED HEREIN.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS B-3
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class B-3
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the Class B-3 Certificates
as of
the Closing Date: $4,946,000.00
Initial
Certificate Principal Balance:
$4,946,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
B-3
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class B-3 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs (the “Record Date”), from funds in the Distribution Account 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 B-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 or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class B-3 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
B-3 Pass-Through Rate on each Distribution Date is the lesser of (i) the sum
of
one month LIBOR plus the Class B-3 Certificate Margin and (ii) the related
Rate
Cap for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class B-3 Certificates.
The
Class
B-3 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.
This
certificate is subordinated in right of payment to the Class A Certificates,
the
Mezzanine Certificates, the Class B-1 Certificates and the Class B-2
Certificates as described in the Pooling and Servicing Agreement referred to
herein.
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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate or any interest herein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code (“Plans”) or any person who is
directly or indirectly purchasing this Certificate or interest herein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan except in
accordance with section 5.02 of the Pooling and Servicing
Agreement.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
B-4
FORM
OF CLASS B-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.
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES,
THE
MEZZANINE CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES
AND THE CLASS B-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE. ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF 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 DESCRIBED HEREIN.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS B-4
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class B-4
Pass-Through
Rate: Fixed
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the Class B-4 Certificates
as of
the Closing Date: $8,095,000.00
Initial
Certificate Principal Balance:
$8,095,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
B-4
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class B-4 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs (the “Record Date”), from funds in the Distribution Account 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 B-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 or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class B-4 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
B-4 Pass-Through Rate on each Distribution Date is the lesser of (i) prior
to
the Optional Termination Date, 7.000% per annum and on or after the Optional
Termination Date, 7.500% per annum and (ii) the related Rate Cap for such
Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class B-4 Certificates.
The
Class
B-4 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.
This
certificate is subordinated in right of payment to the Class A Certificates,
the
Mezzanine Certificates, the Class B-1 Certificates, the Class B-2 Certificates
and the Class B-3 Certificates as described in the Pooling and Servicing
Agreement referred to herein.
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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under 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 a transfer is to be made without registration or qualification,
the Certificate Registrar shall require, in order to assure compliance with
such
laws, either (i) that the Certificateholder desiring to effect the transfer
and
such Certificateholder's prospective transferee each execute a representation
letter in the form described by the Agreement certifying to the Certificate
Registrar the facts surrounding the transfer, or (ii) that the Depositor and
the
Certificate Registrar shall require an Opinion of Counsel satisfactory to them
that such transfer may be made without such registration or qualification,
which
Opinion of Counsel shall not be an expense of the Depositor, the Trustee or
the
Certificate Registrar, in their respective capacities as such. None of the
Depositor, the Certificate Registrar nor the Trustee is obligated to register
or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and any 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 or any interest herein shall be deemed to make
the representation in Section 5.02 of the Pooling and Servicing Agreement.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
C-1-1
FORM
OF CLASS R CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
PERSON.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE “RESIDUAL
INTEREST” IN THREE SEPARATE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES AND THE CLASS B
CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE. ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF 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 DESCRIBED HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES (1) AN AFFIDAVIT TO THE CERTIFICATE
REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B)
ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH 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, (C)
ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED
TO
AS A “DISQUALIFIED ORGANIZATION”), OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
OR
COLLECTION OF TAX, AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CLASS R 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
A CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO
HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION
5.02(d) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON
THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL
OWNERSHIP OF THIS CLASS R CERTIFICATE.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS R
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class R
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
Percentage
Interest: 100%
|
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 30, 2007
|
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
This
certifies that CMI Investor 2, LP is the registered owner of a Percentage
Interest set forth above in that certain beneficial ownership interest evidenced
by all the Class R Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the “Agreement”), among
Citigroup Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which
term includes any successor entity under the Agreement), the Servicer,
Credit-Based Asset Servicing and Securitization LLC (the “Sponsor”) 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 last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs or the Closing Date, in the case of the first Distribution Date (the
“Record Date”), from funds in the Distribution Account 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 or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class R Certificates the aggregate Percentage Interest
of which is in excess of a 66% Percentage Interest of the Class R Certificates,
or 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,
provided that the Trustee may deduct a reasonable wire transfer fee from any
payment made by wire transfer. Notwithstanding the above, the final distribution
on this Certificate will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trustee for that purpose
as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing the Percentage
Interest specified on the face hereof.
The
Class
R 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 Sponsor and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under 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 a transfer is to be made without registration or qualification,
the Certificate Registrar shall require, in order to assure compliance with
such
laws, either (i) that the Certificateholder desiring to effect the transfer
and
such Certificateholder's prospective transferee each execute a representation
letter in the form described by the Agreement certifying to the Certificate
Registrar the facts surrounding the transfer, or (ii) that the Depositor and
the
Certificate Registrar shall require an Opinion of Counsel satisfactory to them
that such transfer may be made without such registration or qualification,
which
Opinion of Counsel shall not be an expense of the Depositor, the Trustee or
the
Certificate Registrar, in their respective capacities as such. None of the
Depositor, the Certificate Registrar nor the Trustee is obligated to register
or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and any 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 or any interest herein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code (“Plans”) or any person who is
directly or indirectly purchasing this Certificate or interest herein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan except in
accordance with section 5.02 of the Pooling and Servicing
Agreement.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed for all
purposes 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 to
cease to qualify as eight separate REMICs or cause the imposition of a tax
upon
the Trust.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from the Trust Fund of all Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
C-1-2
FORM
OF CLASS R-X CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
PERSON.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE “RESIDUAL
INTEREST” IN SEVEN SEPARATE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES AND THE CLASS B
CERTIFICATES OF THE SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING
AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS
CLASS R-X CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE. ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF 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 DESCRIBED HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-X CERTIFICATE MAY BE
MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES (1) AN AFFIDAVIT TO THE CERTIFICATE
REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B)
ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH 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, (C)
ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED
TO
AS A “DISQUALIFIED ORGANIZATION”), OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
OR
COLLECTION OF TAX, AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CLASS R-X 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
A CLASS R-X CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO
HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION
5.02(d) OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON
THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL
OWNERSHIP OF THIS CLASS R-X CERTIFICATE.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS R-X
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class R-X
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
Percentage
Interest: 100%
|
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 30, 2007
|
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
This
certifies that Xxxx X. Xxxxxxx is the registered owner of a Percentage Interest
set forth above in that certain beneficial ownership interest evidenced by
all
the Class R-X Certificates in the Trust Fund created pursuant to a Pooling
and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs or the Closing Date, in the case of the first Distribution Date (the
“Record Date”), from funds in the Distribution Account 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 or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class R-X Certificates the aggregate Percentage Interest
of which is in excess of a 66% Percentage Interest of the Class R-X
Certificates, or 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, provided that the Trustee may deduct a reasonable wire
transfer fee from any payment made by wire transfer. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by
the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing the Percentage
Interest specified on the face hereof.
The
Class
R-X 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 Sponsor and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under 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 a transfer is to be made without registration or qualification,
the Certificate Registrar shall require, in order to assure compliance with
such
laws, either (i) that the Certificateholder desiring to effect the transfer
and
such Certificateholder's prospective transferee each execute a representation
letter in the form described by the Agreement certifying to the Certificate
Registrar the facts surrounding the transfer, or (ii) that the Depositor and
the
Certificate Registrar shall require an Opinion of Counsel satisfactory to them
that such transfer may be made without such registration or qualification,
which
Opinion of Counsel shall not be an expense of the Depositor, the Trustee or
the
Certificate Registrar, in their respective capacities as such. None of the
Depositor, the Certificate Registrar nor the Trustee is obligated to register
or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and any 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 or any interest herein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code (“Plans”) or any person who is
directly or indirectly purchasing this Certificate or interest herein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan except in
accordance with section 5.02 of the Pooling and Servicing
Agreement.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed for all
purposes 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 to
cease to qualify as eight separate REMICs or cause the imposition of a tax
upon
the Trust.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from the Trust Fund of all Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
C-2
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.
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS
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 DESCRIBED HEREIN.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS M-1
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class M-1
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the Class M-1 Certificates
as of
the Closing Date: $16,189,000.00
Initial
Certificate Principal Balance:
$16,189,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
M-1
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class M-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 Business Day immediately
preceding such Distribution Date (the “Record Date”), from funds in the
Distribution Account 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 provided, however, that if any Class M-1 Certificate becomes
a
Definitive Certificate, the Record Date for such Certificate will be the last
Business Day of the month immediately preceding the month in which the related
Distribution Date occurs.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class M-1 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
M-1 Pass-Through Rate on each Distribution Date will be a rate per annum equal
to the lesser of (i) the sum of one month LIBOR plus the Class M-1 Certificate
Margin and (ii) the Rate Cap for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class M-1 Certificates.
The
Class
M-1 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.
This
certificate is subordinated in right of payment to the Class A Certificates
as
described in the Pooling and Servicing Agreement referred to
herein.
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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate or any interest herein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code (“Plans”) or any person who is
directly or indirectly purchasing this Certificate or interest herein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan except in
accordance with section 5.02 of the Pooling and Servicing
Agreement.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
C-3
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.
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND
THE CLASS M-1 CERTIFICATES AS 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 DESCRIBED HEREIN.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS M-2
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class M-2
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the Class M-2 Certificates
as of
the Closing Date: $14,615,000.00
Initial
Certificate Principal Balance:
$14,615,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
M-2
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class M-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 Business Day immediately
preceding such Distribution Date (the “Record Date”), from funds in the
Distribution Account 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 provided, however, that if any Class M-2 Certificate becomes
a
Definitive Certificate, the Record Date for such Certificate will be the last
Business Day of the month immediately preceding the month in which the related
Distribution Date occurs.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class M-2 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
M-2 Pass-Through Rate on each Distribution Date will be a rate per annum equal
to the lesser of (i) the sum of one month LIBOR plus the Class M-2 Certificate
Margin and (ii) the Rate Cap for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class M-2 Certificates.
The
Class
M-2 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.
This
certificate is subordinated in right of payment to the Class A Certificates
and
the Class M-1 Certificates as described in the Pooling and Servicing Agreement
referred to herein.
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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate or any interest herein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code (“Plans”) or any person who is
directly or indirectly purchasing this Certificate or interest herein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan except in
accordance with section 5.02 of the Pooling and Servicing
Agreement.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | / | |
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
C-4
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.
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES,
THE
CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES AS 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 DESCRIBED HEREIN.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS M-3
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class M-3
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the Class M-3 Certificates
as of
the Closing Date: $8,769,000.00
Initial
Certificate Principal Balance:
$8,769,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
M-3
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class M-3 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 Business Day immediately
preceding such Distribution Date (the “Record Date”), from funds in the
Distribution Account 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 provided, however, that if any Class M-3 Certificate becomes
a
Definitive Certificate, the Record Date for such Certificate will be the last
Business Day of the month immediately preceding the month in which the related
Distribution Date occurs.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class M-3 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
M-3 Pass-Through Rate on each Distribution Date will be a rate per annum equal
to the lesser of (i) the sum of one month LIBOR plus the Class M-3 Certificate
Margin and (ii) the Rate Cap for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class M-3 Certificates.
The
Class
M-3 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.
This
certificate is subordinated in right of payment to the Class A Certificates,
the
Class M-1 Certificates and the Class M-2 Certificates as described in the
Pooling and Servicing Agreement referred to herein.
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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate or any interest herein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code (“Plans”) or any person who is
directly or indirectly purchasing this Certificate or interest herein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan except in
accordance with section 5.02 of the Pooling and Servicing
Agreement.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
C-5
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.
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES,
THE
CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3
CERTIFICATES AS 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 DESCRIBED HEREIN.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS M-4
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class M-4
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the Class M-4 Certificates
as of
the Closing Date: $7,869,000.00
Initial
Certificate Principal Balance:
$7,869,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
M-4
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class M-4 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 Business Day immediately
preceding such Distribution Date (the “Record Date”), from funds in the
Distribution Account 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 provided, however, that if any Class M-4 Certificate becomes
a
Definitive Certificate, the Record Date for such Certificate will be the last
Business Day of the month immediately preceding the month in which the related
Distribution Date occurs.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class M-4 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
M-4 Pass-Through Rate on each Distribution Date will be a rate per annum equal
to the lesser of (i) the sum of one month LIBOR plus the Class M-4 Certificate
Margin and (ii) the Rate Cap for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class M-4 Certificates.
The
Class
M-4 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.
This
certificate is subordinated in right of payment to the Class A Certificates,
the
Class M-1 Certificates, Class M-2 Certificates and the Class M-3 Certificates
as
described in the Pooling and Servicing Agreement referred to
herein.
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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate or any interest herein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code (“Plans”) or any person who is
directly or indirectly purchasing this Certificate or interest herein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan except in
accordance with section 5.02 of the Pooling and Servicing
Agreement.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
C-6
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.
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT 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 AS 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 DESCRIBED HEREIN.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS M-5
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class M-5
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the Class M-5 Certificates
as of
the Closing Date: $7,195,000.00
Initial
Certificate Principal Balance:
$7,195,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
M-5
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class M-5 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 Business Day immediately
preceding such Distribution Date (the “Record Date”), from funds in the
Distribution Account 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 provided, however, that if any Class M-5 Certificate becomes
a
Definitive Certificate, the Record Date for such Certificate will be the last
Business Day of the month immediately preceding the month in which the related
Distribution Date occurs.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class M-5 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
M-5 Pass-Through Rate on each Distribution Date will be a rate per annum equal
to the lesser of (i) the sum of one month LIBOR plus the Class M-5 Certificate
Margin and (ii) the Rate Cap for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class M-5 Certificates.
The
Class
M-5 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.
This
certificate is subordinated in right of payment to the Class A Certificates,
the
Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates and
the
Class M-4 Certificates as described in the Pooling and Servicing Agreement
referred to herein.
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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate or any interest herein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code (“Plans”) or any person who is
directly or indirectly purchasing this Certificate or interest herein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan except in
accordance with section 5.02 of the Pooling and Servicing
Agreement.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
C-7
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.
THIS
CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT 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 AS 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 DESCRIBED HEREIN.
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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, AS AMENDED (THE “CODE”) AND CERTAIN OTHER
PROPERTY.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS M-6
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class M-6
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement and Cut-off Date: March 1,
2007
First
Distribution Date: April 25, 2007
No.
1
CUSIP:
00000XXX0
|
Original
Class Certificate Principal Balance of the Class M-6 Certificates
as of
the Closing Date: $5,396,000.00
Initial
Certificate Principal Balance:
$5,396,000.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 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.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT 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 Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
M-6
Certificates) in that certain beneficial ownership interest evidenced by all
the
Class M-6 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 Business Day immediately
preceding such Distribution Date (the “Record Date”), from funds in the
Distribution Account 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 provided, however, that if any Class M-6 Certificate becomes
a
Definitive Certificate, the Record Date for such Certificate will be the last
Business Day of the month immediately preceding the month in which the related
Distribution Date occurs.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class M-6 Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of $5,000,000, or 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, provided that the Trustee
may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will
be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the
Agreement.
The
Class
M-6 Pass-Through Rate on each Distribution Date will be a rate per annum equal
to the lesser of (i) the sum of one month LIBOR plus the Class M-6 Certificate
Margin and (ii) the Rate Cap for such Distribution Date.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing a Percentage
Interest in the Class M-6 Certificates.
The
Class
M-6 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.
This
certificate is subordinated in right of payment 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 as described in the
Pooling and Servicing Agreement referred to herein.
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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate or any interest herein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code (“Plans”) or any person who is
directly or indirectly purchasing this Certificate or interest herein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan except in
accordance with section 5.02 of the Pooling and Servicing
Agreement.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer, the Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
C-8-1
FORM
OF CLASS CE-1 CERTIFICATES
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A DIRECT OR
INDIRECT BENEFICIAL INTEREST IN 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, AS AMENDED (THE “CODE”) AND IN
CERTAIN OTHER PROPERTY.
THIS
CLASS CE-1 CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES AND THE CLASS
B CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE
CLASS CE-1 CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
THIS
CLASS CE-1 CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF 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 DESCRIBED HEREIN.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS CE-1
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class CE-1
Pass-Through
Rate: Variable
Date
of Pooling and Servicing Agreement
Cut-off
Date: March 1, 2007
First
Distribution Date: April 25, 2007
No.
1
|
Notional
Amount of the Class CE-1 Certificate: $ 449,683,526.07
Aggregate
Certificate Principal Balance of the Class CE-1 Certificate as of
the
Issue Date: $
13,490,526.07
Denomination:
$ 13,490,526.07
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 30, 2007
|
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
This
certifies that NIM I LLC 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) above in that certain beneficial ownership interest evidenced by all
the
Class CE-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Servicer, Credit-Based
Asset Servicing and Securitization LLC (the “Sponsor”) 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 last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs or the Closing Date in the case of the first Distribution Date (the
“Record Date”), from funds in the Distribution Account 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-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 or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class CE-1 Certificates the aggregate Initial
Certificate Principal Balance of which is in excess of a 66% Percentage Interest
of the Class CE-1 Certificates or 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, provided that the Trustee may deduct a reasonable
wire
transfer fee from any payment made by wire transfer. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by
the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing the Percentage
Interest specified on the face hereof.
The
Class
CE-1 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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under 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 a transfer is to be made without registration or qualification,
the Certificate Registrar shall require, in order to assure compliance with
such
laws, either (i) that the Certificateholder desiring to effect the transfer
and
such Certificateholder's prospective transferee each execute a representation
letter in the form described by the Agreement certifying to the Certificate
Registrar the facts surrounding the transfer, or (ii) that the Depositor and
the
Certificate Registrar shall require an Opinion of Counsel satisfactory to them
that such transfer may be made without such registration or qualification,
which
Opinion of Counsel shall not be an expense of the Depositor, the Trustee or
the
Certificate Registrar, in their respective capacities as such. None of the
Depositor, the Certificate Registrar nor the Trustee is obligated to register
or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar 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.
No
transfer of this Certificate or any interest herein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code (“Plans”) or any person who is
directly or indirectly purchasing this Certificate or interest herein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan except in
accordance with section 5.02 of the Pooling and Servicing
Agreement.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trustee 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 Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from the Trust Fund of all Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
C-8-2
FORM
OF CLASS CE-2 CERTIFICATES
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A DIRECT OR
INDIRECT BENEFICIAL INTEREST IN 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, AS AMENDED (THE “CODE”) AND IN
CERTAIN OTHER PROPERTY.
THIS
CLASS CE-2 CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES AND THE CLASS
B CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE
CLASS CE-2 CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN
THIS
CLASS CE-2 CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF 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 DESCRIBED HEREIN.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS CE-2
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class CE-2
Date
of Pooling and Servicing Agreement
Cut-off
Date: March 1, 2007
First
Distribution Date: April 25, 2007
No.
1
Percentage
Interest: 100%
|
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 30, 2007
|
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
This
certifies that Credit
Based Asset Servicing and Securitization LLC
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-2 Certificates as of the Issue Date) above in that certain
beneficial ownership interest evidenced by all the Class CE-2 Certificates
in
the Trust Fund created pursuant to a Pooling and Servicing Agreement, dated
as
specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc.
(hereinafter called the “Depositor,” which term includes any successor entity
under the Agreement), the Servicer, Credit-Based Asset Servicing and
Securitization LLC (the “Sponsor”) 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 last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs or the Closing Date in the case of the first Distribution Date (the
“Record Date”), from funds in the Distribution Account 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 or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class CE-2 Certificates the aggregate Initial
Certificate Principal Balance of which is in excess of a 66% Percentage Interest
of the Class CE-2 Certificates or 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, provided that the Trustee may deduct a reasonable
wire
transfer fee from any payment made by wire transfer. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by
the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing the Percentage
Interest specified on the face hereof.
On
each
Distribution Date, for so long as Xxxxxx Loan Servicing LP is the Servicer
of
the Mortgage Loans, the Trustee shall distribute to the Holders of the Class
CE-2 Certificates, with respect to each Mortgage Loan and for each such calendar
month, an amount equal to one-twelfth of the product of (i) the Excess Servicing
Fee Rate multiplied by (ii) the same principal amount on which interest on
such
Mortgage Loan accrues for such calendar month (the “Excess Servicing
Fee”).
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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under 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 a transfer is to be made without registration or qualification,
the Certificate Registrar shall require, in order to assure compliance with
such
laws, either (i) that the Certificateholder desiring to effect the transfer
and
such Certificateholder's prospective transferee each execute a representation
letter in the form described by the Agreement certifying to the Certificate
Registrar the facts surrounding the transfer, or (ii) that the Depositor and
the
Certificate Registrar shall require an Opinion of Counsel satisfactory to them
that such transfer may be made without such registration or qualification,
which
Opinion of Counsel shall not be an expense of the Depositor, the Trustee or
the
Certificate Registrar, in their respective capacities as such. None of the
Depositor, the Certificate Registrar nor the Trustee is obligated to register
or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar 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.
No
transfer of this Certificate or any interest herein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code (“Plans”) or any person who is
directly or indirectly purchasing this Certificate or interest herein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan except in
accordance with section 5.02 of the Pooling and Servicing
Agreement.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trustee 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 Trustee and the Certificate Registrar and any
agent
of the Depositor, the Servicer, the Trustee or the Certificate Registrar 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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from the Trust Fund of all Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
C-9
FORM
OF CLASS P CERTIFICATE
FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A DIRECT OR
INDIRECT BENEFICIAL INTEREST IN 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, AS AMENDED (THE “CODE”) AND IN
CERTAIN OTHER PROPERTY.
THIS
CLASS P CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS
CLASS P CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF 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 DESCRIBED HEREIN.
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES
2007-CB3, CLASS P
evidencing
a beneficial ownership interest in a portion of a Trust Fund consisting
primarily of a pool of fixed-rate and adjustable-rate, conventional mortgage
loans formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
Series
2007-CB3, Class P
Date
of Pooling and Servicing Agreement
Cut-off
Date: March 1, 2007
First
Distribution Date: April 25, 2007
No.
1
|
Original
Class P Certificate Principal Balance as of the Closing Date:
$100.00
Denomination:
$100.00
Servicer:
Xxxxxx Loan Servicing LP
Trustee:
U.S. Bank National Association
Closing
Date: March 30, 2007
|
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES.
THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE
UNITED STATES.
This
certifies that NIM I LLC is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class P Certificate as of the Issue Date)
in that certain beneficial ownership interest evidenced by all the Class P
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Servicer, Credit-Based Asset
Servicing and Securitization LLC (the “Sponsor”) 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 last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs or the Closing Date in the case of the first Distribution Date (the
“Record Date”), from funds in the Distribution Account 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 or on behalf of the Trustee by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trustee in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date and
is
the registered owner of Class P Certificates the aggregate Initial Certificate
Principal Balance of which is in excess of a 66% Percentage Interest of the
Class P Certificates or 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, provided that the Trustee may deduct a reasonable wire
transfer fee from any payment made by wire transfer. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by
the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
C-BASS Mortgage Loan Asset-Backed Certificates of the Series specified on the
face hereof (herein called the “Certificates”) and representing the Percentage
Interest specified on the face hereof.
The
Class P 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 Sponsor, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Sponsor
and
the Trustee with the consent of the Holders of Certificates entitled to the
Voting Rights identified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the
Holders of any of the Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or
transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, 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
transfer of this Certificate shall be made unless that transfer is made pursuant
to an effective registration statement under 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 a transfer is to be made without registration or qualification,
the Certificate Registrar shall require, in order to assure compliance with
such
laws, either (i) that the Certificateholder desiring to effect the transfer
and
such Certificateholder's prospective transferee each execute a representation
letter in the form described by the Agreement certifying to the Certificate
Registrar the facts surrounding the transfer, or (ii) that the Depositor and
the
Certificate Registrar shall require an Opinion of Counsel satisfactory to them
that such transfer may be made without such registration or qualification,
which
Opinion of Counsel shall not be an expense of the Depositor, the Trustee or
the
Certificate Registrar, in their respective capacities as such. None of the
Depositor, the Certificate Registrar nor the Trustee is obligated to register
or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar 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.
No
transfer of this Certificate or any interest herein may be made to employee
benefit plans and certain other retirement plans and arrangements, including
individual retirement accounts and annuities, Xxxxx plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code (“Plans”) or any person who is
directly or indirectly purchasing this Certificate or interest herein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan except in
accordance with section 5.02 of the Pooling and Servicing
Agreement.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Certificate Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Servicer and the Trustee and the Certificate Registrar and any
agent of the Depositor, the Servicer, the Trustee or the Certificate Registrar
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 Trustee,
the Certificate Registrar 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 or
on
behalf of the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund, and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from the Trust Fund of all Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from the Trust Fund all 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 Principal Balance
of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off
Date
Principal Balance of the Mortgage Loans.
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 Certificate
Registrar, 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 Trustee has caused this Certificate to be duly
executed.
Dated:
March ___, 2007
|
U.S.
BANK NATIONAL ASSOCIATION, as
Trustee
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Officer
|
||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
U.S.
BANK NATIONAL ASSOCIATION, as
Certificate
Registrar
|
||
| |
|
|
| By: | ||
|
|
||
|
Authorized
Signatory
|
||
Date
of
authentication: March ___, 2007
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
TEN
ENT - as
tenants by the entireties
JT
TEN - as
joint tenants with right of survivorship and not as tenants in
common
|
UNIF
GIFT MIN ACT - Custodian
(Cust)
(Minor)
under
Uniform Gifts
to
Minors Act
________________
(State)
|
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
Certificate 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 Certificate Registrar 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
|
||||||
|
This
information is provided by
|
,
|
|||||
|
the
assignee named above, or
|
,
|
|||||
|
as
its agent.
|
||||||
EXHIBIT
D
MORTGAGE
LOAN SCHEDULE
Previously
Filed
EXHIBIT
E
FORM
OF REQUEST FOR RELEASE OF DOCUMENTS
| To: |
U.S.
Bank National Association
|
00
Xxxxxxxxxx Xxxxxx
Xxxxxxxx
XX-XX-XX0X
Xx.
Xxxx,
XX 00000
Attention:
Structured Finance Services- C-BASS 2007-CB3
|
Re:
|
Pooling
and Servicing Agreement dated as of March 1, 2007 among Citigroup
Mortgage
Loan Trust Inc., as depositor, Credit-Based Asset Servicing and
Securitization LLC, as Sponsor, Xxxxxx Loan Servicing LP, as servicer
and
U.S.
Bank National Association, as
trustee
|
All
capitalized terms used herein shall have the means ascribed to them in the
Pooling and Servicing Agreement (the “Agreement”) referenced above.
In
connection with the administration of the Mortgage Loans held by you as Trustee
pursuant to the 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:
| |
|
|
| By: | ||
|
|
||
|
(authorized
signer)
Issuer:
Address:
|
||
Date:
Custodian
The
Bank
of New York
Please
acknowledge the execution of the above request by your signature and date
below:
|
Signature
|
Date
|
Documents
returned to Custodian:
|
Custodian
|
Date
|
EXHIBIT
F-1
FORM
OF TRUSTEE'S OR CUSTODIAN'S INITIAL CERTIFICATION
Trust
Receipt #__________
Cut-off
Date Principal Balance $__________
U.S.
Bank
National Association
as
Trustee for the Citigroup Mortgage Loan Trust, Series 2007-CB3,
C-BASS
Mortgage Loan Asset-Backed Certificates,
00
Xxxxxxxxxx Xxxxxx
Xxxxxxxx
XX-XX-XX0X
Xx.
Xxxx,
XX 00000
Attention:
Structured Finance Services- C-BASS 2007-CB3
|
Re:
|
Custodial
Agreement, dated as of March 1, 2007, among U.S. Bank National
Association, as Trustee, Xxxxxx Loan Servicing LP, as Servicer, and
The
Bank of New York, as Custodian
|
Ladies
and Gentlemen:
In
accordance with the provisions of Section 6 of the above-referenced Custodial
Agreement, the undersigned, as the Custodian, hereby certifies that as to each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
Loan
paid in full or any Mortgage Loan listed on the attachment hereto) it has
reviewed the Custodial Files and has determined that: (i) all documents required
to be delivered to it pursuant to Sections 2(a)(i)-(vi) of the Custodial
Agreement are in its possession; (ii) such documents have been reviewed by
it;
and have not been mutilated, damaged or torn and relate to such Mortgage Loan
(iii) based on its examination and only as to the foregoing, the information
set
forth in the Mortgage Loan Schedule relating to the Mortgage Loan identifying
number, the city, state, and zip code of the Mortgaged Property, the type of
Residential Dwelling constituting the Mortgaged Property or a designation that
the Mortgaged Property is a multi-family property, the original months to
maturity, the Mortgage Interest Rate of the Mortgage Loan as of the Cut-off
Date, and whether the Mortgage Loan has a prepayment penalty accurately reflects
information set forth in the Mortgage File; (iv) all Assignments of Mortgage
or
intervening assignments of mortgage, as applicable, have been submitted for
recording; and (v) each Mortgage Note has been endorsed as provided in Section
2(a)(i) of the Custodial Agreement and each Mortgage has been assigned in
accordance with Section 2(a)(iii) of the Custodial Agreement. The Custodian
makes no representations as to (i) the validity, legality, enforceability,
sufficiency, due authorization or genuineness of any of the documents contained
in each Custodial File or of any of the Mortgage Loans or (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan.
The
Custodian hereby confirms that it is holding each such Custodial File as agent
and bailee of, and custodian for the exclusive use and benefit, and subject
to
the sole direction, of Trustee pursuant to the terms and conditions of the
Custodial Agreement.
This
Trust Receipt and Initial Certification is not divisible or
negotiable.
The
Custodian will accept and act on instructions with respect to the Mortgage
Loans
subject hereto upon surrender of this Trust Receipt and Final Certification
at
the office of the Subcustodian at Bank of New York Trust Company, N.A., 0000
Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxxx
Xxxxxx.
Capitalized
terms used herein shall have the meaning ascribed to them in the Custodial
Agreement.
|
THE
BANK OF NEW YORK
as
Custodian
|
||
| |
|
|
| By: | ||
|
|
||
|
Name:
Title:
|
||
EXHIBIT
F-2
FORM
OF TRUSTEE'S OR CUSTODIAN’S FINAL CERTIFICATION
Trust
Receipt #___________
Cut-off
Date Principal Balance $____________
U.S.
Bank
National Association
as
Trustee for the Citigroup Mortgage Loan Trust, Series 2007-CB3,
C-BASS
Mortgage Loan Asset-Backed Certificates,
00
Xxxxxxxxxx Xxxxxx
Xxxxxxxx
XX-XX-XX0X
Xx.
Xxxx,
XX 00000
Attention:
Structured Finance Services- C-BASS 2007-CB3
|
Re:
|
Custodial
Agreement, dated as of March 1, 2007, among U.S. Bank National
Association, as Trustee, Xxxxxx Loan Servicing LP, as Servicer, and
The
Bank of New York, as Custodian
|
Ladies
and Gentlemen:
In
accordance with Section 6(b) of the Custodial Agreement, the undersigned, as
Custodian, hereby certifies that as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on Schedule
I
hereto) it has received the applicable documents listed in Section 2(a) of
the
Custodial Agreement.
The
undersigned hereby certifies that as to each Mortgage Loan identified on the
Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
hereto, it has reviewed the documents listed above and has determined that
each
such document appears to be complete and, based on an examination of such
documents, the information set forth in the Mortgage Loan Schedule is
correct.
Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the Custodial Agreement. This Certificate is qualified in all respects
by the terms of said Custodial Agreement.
|
THE
BANK OF NEW YORK,
as
Custodian
|
||
| |
|
|
| By: | ||
|
|
||
|
Name:
Title:
|
||
EXHIBIT
F-3
FORM
OF RECEIPT OF MORTGAGE NOTE
[BANK
OF
NEW YORK LETTERHEAD]
ACKNOWLEDGMENT
OF RECEIPT
March
30,
2007
U.S.
Bank
National Association,
as
Trustee for C-BASS
Mortgage
Loan Asset-Backed
Certificates,
Series 2007-CB3
00
Xxxxxxxxxx Xxxxxx
Mailcode
EP-MN-WS3D
Xx.
Xxxx,
XX 00000
Attention:
Structured Finance Services- C-BASS 2007-CB3
Re: Custodial
Agreement dated as of March 1, 2007 among U.S. Bank National Association, as
Trustee, Xxxxxx Loan Servicing LP, as Servicer, and The Bank of New York, as
Custodian
Ladies
and Gentlemen:
In
accordance with the provisions of Section 4 of the above-referenced Custodial
Agreement, the undersigned, as the Custodian, hereby certifies as to each
Mortgage Loan in the Mortgage Schedule that (i) it has received the original
Mortgage Note with respect to each Mortgage Loan identified in the Mortgage
Loan
Schedule attached hereto as Exhibit A and (ii) such Mortgage Note has been
reviewed by it and appears regular on its face and relates to such Mortgage
Loan. The Custodian makes no representations as to (i) the validity, legality,
enforceability, sufficiency, due authorization or genuineness of any of the
documents contained in each Custodial File or of any of the Mortgage Loans
or
(ii) the collectability, insurability, effectiveness or suitability of any
such
Mortgage Loan.
The
Custodian hereby confirms that it is holding each such Mortgage Note as agent
and bailee of, and custodian for the exclusive use and benefit, and subject
to
the sole direction of the Trustee pursuant to the terms and conditions of the
Custodial Agreement.
This
Acknowledgment of Receipt is not divisible or negotiable.
The
Custodian will accept and act on instructions with respect to the Mortgage
Loans
subject hereto upon surrender of this Trust Receipt and Initial Certification
at
the office of the Subcustodian at Bank of New York Western Trust Company, 000
Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Attention:
Xxxxxxxx Xxxxxx.
Capitalized
terms used herein shall have the meaning ascribed tot hem in the Custodial
Agreement.
|
THE
BANK OF NEW YORK,
as
Custodian
|
||
| |
|
|
| By: | ||
|
|
||
EXHIBIT
G
FORM
OF MORTGAGE LOAN PURCHASE AGREEMENT
CITIGROUP
MORTGAGE LOAN TRUST INC.
as
Purchaser
and
CREDIT-BASED
ASSET SERVICING AND SECURITIZATION LLC
as
Seller
MORTGAGE
LOAN PURCHASE AGREEMENT
Fixed
Rate and Adjustable Rate Mortgage Loans
C-BASS
Mortgage Loan Asset-Backed Certificates
Dated
as
of March 23, 2007
TABLE
OF CONTENTS
|
ARTICLE
I
|
|
|
DEFINITIONS
|
|
|
Section
1.01
|
Definitions
|
|
ARTICLE
II
|
|
|
SALE
OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
|
|
|
Section
2.01
|
Sale
of Mortgage Loans and Interest Rate Swap Agreement.
|
|
Section
2.02
|
Obligations
of Seller Upon Sale.
|
|
Section
2.03
|
Payment
of Purchase Price for the Mortgage Loans
|
|
ARTICLE
III
|
|
|
REPRESENTATIONS
AND WARRANTIES; REMEDIES FOR BREACH
|
|
|
Section
3.01
|
Seller
Representations and Warranties Relating to the Mortgage
Loans
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Section
3.02
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Seller
Representations and Warranties
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ARTICLE
IV
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SELLER’S
COVENANTS
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Section
4.01
|
Covenants
of the Seller.
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ARTICLE
V
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OPTIONAL
PURCHASE OF DEFAULTED MORTGAGE LOANS
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ARTICLE
VI
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TERMINATION
|
|
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Section
6.01
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Termination
|
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ARTICLE
VII
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MISCELLANEOUS
PROVISIONS
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Section
7.01
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Amendment
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Section
7.02
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Governing
Law
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Section
7.03
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Notices
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Section
7.04
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Severability
of Provisions
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Section
7.05
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Counterparts
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Section
7.06
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Further
Agreements
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Section
7.07
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Intention
of the Parties
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Section
7.08
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Successors
and Assigns; Assignment of this Agreement
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Section
7.09
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Survival
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Schedule
I
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Mortgage
Loan Schedule
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Schedule
II
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EPD
Loan List
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MORTGAGE
LOAN PURCHASE AGREEMENT, dated as of March 23, 2007, (the “Agreement”),
between CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC (“C-BASS”
or
the
“Seller”)
and
CITIGROUP MORTGAGE LOAN TRUST INC. (the “Purchaser”).
W
I T
N E S S E T H:
WHEREAS,
the Seller is the owner of either the notes or other evidence of indebtedness
(the “Mortgage
Notes”)
or
other evidence of ownership so indicated on Schedule I hereto, and the other
documents or instruments constituting the Mortgage File (collectively, the
“Mortgage
Loans”);
and
WHEREAS,
the Seller, as of the date hereof, owns the mortgages (the “Mortgages”)
on the
properties (the “Mortgaged
Properties”)
securing such Mortgage Loans, including rights (a) to any property acquired
by
foreclosure or deed in lieu of foreclosure or otherwise and (b) to the proceeds
of any insurance policies covering the Mortgage Loans or the Mortgaged
Properties or the obligors on the Mortgage Loans; and
WHEREAS,
the parties hereto desire that the Seller sell the Mortgage Loans to the
Purchaser and the Purchaser purchase the Mortgage Loans from the Seller pursuant
to the terms of this Agreement; and
WHEREAS,
pursuant to the terms of a Pooling and Servicing Agreement, dated as of March
1,
2007 (the “Pooling
and Servicing Agreement”),
among
the Seller as sponsor, the Purchaser, as depositor, Xxxxxx Loan Servicing
LP
(“Xxxxxx”), as servicer, and U.S. Bank National Association, as trustee (the
“Trustee”), the Purchaser will convey the Mortgage Loans to C-BASS Mortgage Loan
Trust 2007-CB3.
NOW,
THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
ARTICLE
I
DEFINITIONS
Section
1.01 Definitions.
All
capitalized terms used but not defined herein and below shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
“Custodian”:
A
custodian acceptable to the Trustee, which may be the Trustee and which shall
not be the Seller or any affiliate of the Seller. The initial Custodian shall
be
The Bank of New York.
ARTICLE
II
SALE
OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section
2.01 Sale
of Mortgage Loans and Interest Rate Swap Agreement.
(a) The
Seller does hereby agree to and does hereby sell, assign, set over, and
otherwise convey to the Purchaser, without recourse, on the Closing Date,
all
its right, title and interest, in and to (i) each Mortgage Loan and the related
Cut-off Date Principal Balance thereof, including any Related Documents;
(ii)
all payments on or collections in respect of the Mortgage Loans due after
the
Cut-off Date; (iii) property which secured such Mortgage Loan and which has
been
acquired by foreclosure or deed in lieu of foreclosure; (iv) its interest
in any
insurance policies in respect of the Mortgage Loans; and (v) all proceeds
of any
of the foregoing.
(b) The
Seller, concurrently with the execution and delivery of this Agreement does
hereby sell, and in connection therewith hereby assigns to the Purchaser,
effective as of the Closing Date, without recourse, (i) all of its right,
title
and interest in the Interest Rate Swap Agreement, dated March 30, 2007 and
(ii)
all proceeds of the foregoing.
Section
2.02 Obligations
of Seller Upon Sale.
(a) In
connection with any transfer pursuant to Section 2.01 hereof, the Seller
further
agrees, at its own expense, on or prior to the Closing Date, (x) to indicate
in
its books and records that the Mortgage Loans have been sold to the Purchaser
pursuant to this Agreement and (y) to deliver to the Purchaser and the Trustee
a
computer file containing a true and complete list of all the Mortgage Loans
specifying, among other things, for each Mortgage Loan, as of the Cut-off
Date,
its account number and Cut-off Date Principal Balance. Such file (the
“Mortgage
Loan Schedule”)
which
is included as Exhibit D to the Pooling and Servicing Agreement, shall also
be
marked as Schedule I to this Agreement and is hereby incorporated into and
made
a part of this Agreement.
In
connection with such transfer and assignment, the Seller, on behalf of the
Purchaser, does hereby deliver or cause to be delivered to, and deposit with
the
Trustee, or its designated agent (the “Custodian”), the following documents or
instruments with respect to each Mortgage Loan (a “Mortgage File”) so
transferred and assigned:
(i) the
original Mortgage Note, endorsed either (A) in blank or (B) in the following
form: “Pay to the order of U.S. Bank National Association, as Trustee for the
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB3, without
recourse,” or with respect to any lost Mortgage Note, an original lost note
affidavit, together with a copy of the related Mortgage Note;
(ii) the
original Mortgage with evidence of recording thereon, and the original recorded
power of attorney, if the Mortgage was executed pursuant to a power of attorney,
with evidence of recording thereon or, if such Mortgage or power of attorney
has
been submitted for recording but has not been returned from the applicable
public recording office, has been lost or is not otherwise available, a copy
of
such Mortgage or power of attorney, as the case may be, certified to be a
true
and complete copy of the original submitted for recording;
(iii) an
original Assignment of Mortgage, in form and substance acceptable for recording.
The Mortgage shall be assigned either (A) in blank or (B) to “U.S. Bank National
Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates,
Series 2007-CB3, without recourse”;
(iv) an
original or a certified copy of any intervening assignment of Mortgage showing
a
complete chain of assignments;
(v) the
original or a certified copy of lender’s title insurance policy;
and
(vi) the
original or copies of each assumption, modification, written assurance or
substitution agreement, if any.
If
any of
the documents referred to in Section 2.02(ii), (iii) or (iv) above has as
of the
Closing Date been submitted for recording but either (x) has not been returned
from the applicable public recording office or (y) has been lost or such
public
recording office has retained the original of such document, the obligations
of
the Seller to deliver such documents shall be deemed to be satisfied upon
(1)
delivery to the Trustee or the Custodian no later than the Closing Date,
of a
copy of each such document certified by the Seller in the case of (x) above
or
the applicable public recording office in the case of (y) above to be a true
and
complete copy of the original that was submitted for recording and (2) if
such
copy is certified by the Seller, delivery to the Trustee or the Custodian,
promptly upon receipt thereof of either the original or a copy of such document
certified by the applicable public recording office to be a true and complete
copy of the original. The Seller shall deliver or cause to be delivered to
the
Trustee or the Custodian promptly upon receipt thereof any other 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 or modification of any Mortgage Loan.
Upon
discovery or receipt of notice of any materially defective document in, or
that
a document is missing from, a Mortgage File, the Seller shall have 120 days
to
cure such defect or 150 days following the Closing Date, in the case of missing
Mortgages or Assignments or deliver such missing document to the Trustee
or the
Custodian. If the Seller does not cure such defect or deliver such missing
document within such time period, the Seller shall either repurchase or
substitute for such Mortgage Loan in accordance with Section 3.01
hereof.
The
Purchaser hereby acknowledges its acceptance of all right, title and interest
to
the Mortgage Loans and other property, now existing and hereafter created,
conveyed to it pursuant to Section 2.01.
The
parties hereto intend that the transaction set forth herein be a sale by
the
Seller to the Purchaser of all the Seller’s right, title and interest in and to
the Mortgage Loans and other property described above. In the event the
transaction set forth herein is deemed not to be a sale, the Seller hereby
grants to the Purchaser a security interest in all of the Seller’s right, title
and interest in, to and under the Mortgage Loans and other property described
above, whether now existing or hereafter created, to secure all of the Seller’s
obligations hereunder; and this Agreement shall constitute a security agreement
under applicable law. 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.
(b) The
Seller shall cause the Assignments of Mortgage which were delivered in blank
to
be completed and shall cause all Assignments referred to in Section 2.02(iii)
hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded.
The Seller shall be required to deliver such assignments for recording within
30
days of the Closing Date. The Seller shall furnish the Trustee, or its
designated agent, with a copy of each assignment of Mortgage submitted for
recording. In the event that any such Assignment is lost or returned unrecorded
because of a defect therein, the Seller shall promptly have a substitute
Assignment prepared or have such defect cured, as the case may be, and
thereafter cause each such Assignment to be duly recorded.
In
the
event that any Mortgage Note is endorsed in blank as of the Closing Date,
promptly following the Closing Date the Seller shall cause to be completed
such
endorsements in the following form: “Pay to the order of U.S. Bank National
Association, as Trustee for the C-BASS Mortgage Loan Asset-Backed Certificates,
Series 2007-CB3, without recourse.”
1. Payment
of Purchase Price for the Mortgage Loans.
In
consideration of the sale of the Mortgage Loans from the Seller to the Purchaser
on the Closing Date, the Purchaser agrees to pay to the Seller on the Closing
Date by transfer of immediately available funds, as directed by the Seller,
an
amount equal to $428,273,575.62 in respect of the Mortgage Loans (the
“Purchase
Price”),
net
of an expense reimbursement amount of $45,000 (the “Expense
Reimbursement Amount”),
and
to transfer to the Seller or its designee on the Closing Date the Class CE-2
and
Residual Certificates (collectively, the “Retained Certificates”). The Expense
Reimbursement Amount shall reimburse the Purchaser for the Purchaser’s
Securities and Exchange Commission registration statement fees and the
Purchaser’s registration statement administration fees allocable to the Trust.
The Seller shall pay, and be billed directly for, all expenses incurred by
the
Purchaser in connection with the issuance of the Certificates, including,
without limitation, printing fees incurred in connection with the prospectus
relating to the Certificates, blue sky registration fees and expenses, fees
and
reasonable expenses of Purchaser’s counsel, fees of the rating agencies
requested to rate the Certificates, accountant’s fees and expenses and the fees
and expenses of the Trustee and other out-of-pocket costs, if any. If the
Purchaser shall determine that the Expense Reimbursement Amount is not
sufficient to reimburse the Purchaser for all expenses incurred by it that
are
subject to reimbursement by the Seller hereunder as described above, the
Seller
shall promptly reimburse the Purchaser for such additional amounts upon written
notice by the Purchaser to the Seller.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES; REMEDIES FOR BREACH
Section
3.01 Seller
Representations and Warranties Relating to the Mortgage Loans.
The
Seller hereby represents and warrants to the Purchaser, with respect to the
Mortgage Loans, that as of the Closing Date or as of such date specifically
provided herein:
(a) The
information set forth in the Mortgage Loan Schedule is complete, true and
correct as of the Cut-off Date.
(b) There
are
no delinquent taxes, ground rents, water charges, sewer rents, assessments,
including assessments payable in future installments, or other outstanding
charges affecting the related Mortgaged Property.
(c) 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 the interests of the Certificateholders, 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.
(d) The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or the
exercise of any right thereunder, render the Mortgage unenforceable, in whole
or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect
thereto.
(e) 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 Pooling
and
Servicing Agreement. All such insurance policies contain a standard mortgagee
clause naming the Seller, its successors and assigns as mortgagee and all
premiums thereon have been paid. If 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 the Federal National Mortgage Association (“FNMA”)
and
the Federal Home Loan Mortgage Corporation (“FHLMC”).
The
Mortgage obligates the Mortgagor thereunder to maintain all such insurance
at
the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so,
authorizes the holder of the Mortgage to maintain such insurance at the
Mortgagor’s cost and expense and to seek reimbursement therefor from the
Mortgagor. All acts required to be performed to preserve the rights and remedies
of the Trustee in any such insurance policies have been performed, including,
without limitation, any necessary notifications of insurers and assignments
of
policies or interests therein.
(f) As
of the
date of origination of the Mortgage Loan, 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 or disclosure laws applicable to the origination of the
Mortgage Loans have been complied with. 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 or disclosure laws applicable to the servicing of the Mortgage
Loans
have been complied with.
(g) The
Mortgage has not been satisfied, canceled, subordinated (other than with
respect
to second lien loans, the subordination to the first lien loan) 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.
(h) The
Mortgage is a valid, existing and enforceable first or second lien on the
Mortgaged Property, including all improvements on the Mortgaged Property
subject
only to (1) the lien of current real property taxes and assessments not yet
due
and payable, (2) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally, (3) other matters
to which like properties are commonly subject which do not materially interfere
with the benefits of the security intended to be provided by the Mortgage
or the
use, enjoyment, value or marketability of the related Mortgaged Property
and (4)
with respect to any second lien mortgage loan, the lien of the related first
mortgage loan. Any security agreement, chattel mortgage or equivalent document
related to and delivered in connection with the Mortgage Loan establishes
and
creates a valid, existing and enforceable first or second lien and first
or
second priority security interest on the property described therein and the
Seller has full right to sell and assign the same to the Purchaser.
(i) 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.
(j) The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage have been paid, and the
Mortgagor is not entitled to any refund of any amounts paid or due to the
mortgagee pursuant to the Mortgage Note or Mortgage.
(k) Immediately
prior to the transfer and assignment contemplated herein, the Seller was
the
sole owner and holder of the Mortgage Loans and has good and marketable title
to
each Mortgage Loan, free and clear of any and all liens, pledges, charges,
claims, participation interests, mortgages, security interests or encumbrances
or other interests of any nature and has full right and authority to sell
and
assign the same.
(l) Each
Mortgage Loan is covered by an ALTA mortgagee title insurance policy acceptable
to FNMA or FHLMC, issued by a title insurer acceptable to FNMA and FHLMC,
and
qualified to do business in the jurisdiction where the Mortgaged Property
is
located, insuring (subject to the exceptions contained in (h)(1) and (2)
above)
the Seller, its successors and assigns as to the first or second priority
lien
of the Mortgage in the original principal amount of the Mortgage Loan and
against any loss by reason of the invalidity or unenforceability of the lien
resulting from the provisions of the Mortgage providing for adjustment in
the
mortgage interest rate and/or monthly payment including any negative
amortization thereunder. Additionally, such mortgagee title insurance policy
affirmatively insures ingress and egress to and from the Mortgaged Property,
and
against encroachments by or upon the Mortgaged Property or any interest therein.
The Seller is the sole insured of such mortgagee title insurance policy,
and
such lender’s title insurance policy is in full force and effect and will be in
full force and effect upon the consummation of the transactions contemplated
by
this Agreement. No claims have been made under such mortgagee title insurance
policy, and no prior holder of the related Mortgage, including the Seller,
has
done, by act or omission, anything which would impair the coverage of such
mortgagee title insurance policy.
(m) 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.
(n) The
collection practices used by the Servicer with respect to each Mortgage Note
and
Mortgage have been in all respects legal, proper, prudent and customary in
the
mortgage servicing industry.
(o) The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (1) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (2) otherwise by judicial foreclosure. There is
no homestead or other exemption available to the Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee’s sale or the right
to foreclose the Mortgage. The Mortgagor has not notified the Seller and
the
Seller has no knowledge of any relief requested or allowed to the Mortgagor
under the Servicemembers Civil Relief Act, 50 U.S.C. App. §§ 501-596, enacted on
December 19, 2003, as amended.
(p) 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.
(q) 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.
(r) No
Mortgage Loan contains provisions pursuant to which monthly payments are
(1)
paid or partially paid with funds deposited in any separate account established
by the Seller, the Mortgagor, or anyone on behalf of the Mortgagor, (2) paid
by
any source other than the Mortgagor or (3) 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.
(s) The
Mortgage Note, the Mortgage, the Assignment and any other documents required
to
be delivered with respect to each Mortgage Loan pursuant to Section 2.02
hereof
have been delivered to the Purchaser or its designee, all in compliance with
the
specific requirements of Section 2.02 hereof.
(t) If
the
residential dwelling on the Mortgaged Property is a condominium unit or a
unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets FNMA’s eligibility
requirements.
(u) None
of
the Mortgage Loans are secured by a leasehold estate or constitute other
than
real property under applicable state law.
(v) The
rights with respect to each Mortgage Loan are assignable by the Seller without
the consent of any Person other than consents which will have been obtained
on
or before the Closing Date.
(w) The
Mortgage Loans are not being transferred by the Seller with any intent to
hinder, delay or defraud any creditors of the Seller.
(x) All
parties which have had any interest in each Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, and including, without limitation, the Seller,
are (or during the period in which they held and disposed such interest,
were)
in compliance with any and all applicable licensing requirements of the laws
of
the state wherein the property securing the Mortgage is located to the extent
that any noncompliance thereunder would affect the value or marketability
of the
Mortgage Loans.
(y) To
the
best of Seller’s knowledge, the Mortgaged Property is free from any and all
toxic or hazardous substances and there exists no violation of any local,
state
or federal environmental law, rule or regulation.
(z) The
Mortgaged Property is free from material damage.
(aa) Each
Mortgage Loan has been serviced by the Servicer in accordance with the terms
thereof and Applicable Regulations.
(bb) [Reserved]
(cc) [Reserved]
(dd) There
is
no proceeding pending for the total or partial condemnation and no eminent
domain proceedings pending affecting any Mortgaged Property.
(ee) To
the
best of the Seller’s knowledge, there was no fraud or gross negligence involved
in the origination of any Mortgage Loan by the applicable mortgagee or
Mortgagor, and to the best of the Seller’s knowledge, there was no fraud or
gross negligence by the appraiser or any other party involved in the origination
of any such Mortgage Loan.
(ff) Each
mortgage file contains an appraisal of or a broker’s price opinion regarding the
related Mortgaged Property indicating an appraised value equal to the appraised
value identified for such Mortgaged Property on the Mortgage Loan Schedule.
[Each appraisal has been prepared on FNMA or FHLMC forms.]
(gg) No
improvements on any Mortgaged Property encroach on adjoining properties (and
in
the case of a condominium unit, such improvements are within the project
with
respect to that unit), and no improvements on adjoining properties encroach
upon
such Mortgaged Property unless there exists in the applicable Mortgage File
a
title policy with endorsements which insure against losses sustained by the
insured as a result of such encroachments.
(hh) [Reserved].
(ii) With
respect to escrow deposits, if any, all such payments are in the possession
of,
or under the control of, the Servicer and there exists no deficiencies in
connection therewith for which customary arrangements for repayment thereof
have
not been made. No escrow deposits or escrow advances or other charges or
payments due the Servicer have been capitalized under any Mortgage or the
related Note.
(jj) No
Mortgage Loan, other than a Bankruptcy Plan Mortgage Loan, is subject to
any
pending bankruptcy or insolvency proceeding. To the Seller’s best knowledge, no
material litigation or lawsuit relating to any Mortgage Loan is
pending.
(kk) The
Seller used no selection procedures that identified the Mortgage Loans as
being
less desirable or valuable than other comparable mortgage loans acquired
by the
Seller.
(ll) The
sale,
transfer, assignment and conveyance of Mortgage Loans by the Seller pursuant
to
this Agreement will not result in any tax, fee or governmental charge (other
than income taxes and related taxes) payable by the Seller, the Depositor
or the
Trustee to any federal, state or local government other than taxes which
have or
will be paid by the Seller as due (“Transfer
Taxes”).
In
the event that the Depositor or the Trustee receives actual notice of any
Transfer Taxes arising out of the transfer, assignment and conveyance of
the
Mortgage Loans, other than any taxes to be paid by the creditor, on written
demand by the Depositor, or the Trustee, or upon the Seller’s otherwise being
given notice thereof by the Depositor or the Trustee, the Seller shall pay,
and
otherwise indemnify and hold the Depositor and the Trustee harmless, on an
after-tax basis, from and against any and all such Transfer Taxes (it being
understood that the Certificateholders, the Trustee and the Depositor shall
have
no obligation to pay such Transfer Taxes).
(mm) With
respect to the Mortgage Loans, the Mortgaged Properties securing repayment
of
the related Mortgage Note consist of a fee simple interest in a single parcel
or
two contiguous parcels of real property (i) improved by a (A) detached or
semi-detached one-family dwelling, (B) detached or semi-detached two-to four
family dwelling, (C) one-family unit in a FNMA eligible condominium project,
(D)
detached or semi-detached one-family dwelling in a planned unit development,
(E)
multi-family dwelling or townhouse or (F) mobile home or manufactured dwelling
which constitutes real property or (ii) unimproved by any residential
dwelling.
(nn) Except
for the Mortgage Loans identified on the Mortgage Loan Schedule as delinquent,
there is no default, breach, violation or event of acceleration existing
under
the Mortgage or the Mortgage Note and no event which, with the passage of
time
or with notice and the expiration of any grace or cure period, would constitute
a default, breach, violation or event of acceleration, and the Seller has
not
waived any default, breach, violation or event of acceleration.
(oo) The
Seller has no actual knowledge that with respect to any Mortgage Loan (1)
the
Servicer has sent a notice of default to the related Mortgagor which the
Servicer is currently seeking to enforce, or (2) any foreclosure proceedings
have been commenced or acceleration been declared which is currently pending.
The Seller is not transferring any Mortgage Loan to the Purchaser with the
intention or knowledge that the Purchaser or the Trust will acquire the related
Mortgaged Property.
(pp) With
respect to any Mortgage Loan that is secured by a second lien on the related
Mortgaged Property, either (i) no consent for the Mortgage Loan is required
by
the holder of any related senior lien or (ii) such consent has been obtained
and
is contained in the Mortgage File.
(qq) In
any
case in which a Mortgage Loan is secured by a second lien and a senior lien
on
the related Mortgaged Property provides for negative amortization or deferred
interest, the balance of such senior lien on the related Mortgaged Property
used
to calculate the Combined Loan to Value Ratio for the Mortgage Loan is based
on
the maximum amount of negative amortization possible under such senior
loan.
(rr) With
respect to a Mortgage Loan which is a second lien, as of the date hereof,
the
Seller has not received a notice of default of a senior lien on the related
Mortgaged Property which has not been cured.
(ss) No
Mortgage Loan is delinquent (other than Mortgage Loans subject to a bankruptcy
plan or forbearance plan). The Seller has not waived any default, breach,
violation or event of acceleration, and the Seller has not taken any action
to
waive any default, breach, violation or event of acceleration, with respect
to
any Mortgage Loan.
(tt) Each
Mortgage Loan is a “qualified Mortgage” within the meaning of Section 860
G(a)(3) of the Code.
(uu) With
respect to any Adjustable-Rate Mortgage Loan, all rate adjustments have been
performed in accordance with the terms of the related Mortgage Note or
subsequent modifications, if any.
(vv) [Reserved].
(ww) Each
Mortgage Loan is directly secured by a Mortgage on a residential property,
and
either (1) substantially all of the proceeds of the Mortgage Loan were used
to
acquire, improve or protect the portion of the residential property that
consists of an interest in real property (within the meaning of Treasury
Regulations Sections 1.856-3(c) and 1.856-3(d)) and the interest in real
property was the only security for the Mortgage Loan as of the Testing Date
(as
defined below), or (2) the fair market value of the interest in real property
which secures the Mortgage Loan was at least equal to 80% of the principal
amount of the Mortgage Loan (a) as of the Testing Date, or (b) as of the
Closing
Date. For purposes of the previous sentence, (1) the fair market value of
the
referenced interest in real property shall first be reduced by (a) the amount
of
any lien on the interest in real property that is senior to the Mortgage
Loan,
unless the Mortgage Loan includes both a first lien loan and a second lien
loan
on the same Mortgaged Property, in which case the 80% test shall be applied
in
the aggregate, and (b) a proportionate amount of any lien on the interest
in
real property that is on a parity with the Mortgage Loan, and (2) the
“Testing
Date”
shall
be the date on which the referenced Mortgage Loan was originated unless (a)
the
Mortgage Loan was modified after the date of its origination in a manner
that
would cause “significant modification” of the Mortgage Loan within the meaning
of Treasury Regulations Section 1.1001-3, and (b) the “significant modification”
did not occur at a time when the Mortgage Loan was in default or when default
with respect to the Mortgage Loan was reasonably foreseeable.
(xx) With
respect to each Mortgage Loan that is a mobile or manufactured housing unit,
such unit is a “single family residence” within the meaning of Section 25(e)(1)
of the Code, and has a minimum of 400 square feet of living space, a minimum
width of 102 inches and is of a kind customarily used at a fixed
location.
(yy) Any
written agreement between the Mortgagor in respect of a Mortgage Loan and
the
Servicer modifying such Mortgagor’s obligation to make payments under the
Mortgage Loan (such modified Mortgage Loan, a “Modified Mortgage Loan”) involved
some assessment of the Mortgagor’s ability to repay the Modified Mortgage
Loan.
(zz) No
Mortgage Loan is covered by the Home Ownership and Equity Protection Act
of 1994
(“HOEPA”) and no Mortgage Loan is in violation of any state law or ordinance
similar to HOEPA.
(aaa) No
proceeds from any Mortgage Loan were used to finance single-premium credit
insurance policies.
(bbb) Any
Mortgage Loan originated prior to October 1, 2002 will not impose a Prepayment
Charge in excess of five years.
(ccc) The
Servicer has fully furnished and will continue to fully furnish, in accordance
with the Fair Credit Reporting Act and its implementing regulations, accurate
and complete information (e.g., favorable and unfavorable) on its borrower
credit files to Equifax, Experian and Trans Union Credit Information Company
(three of the credit repositories), on a monthly basis.
(ddd) There
is
no Mortgage Loan in the Trust Fund that was originated on or after October
1,
2002 and before March 7, 2003, which is secured by property located in the
State
of Georgia.
(eee) There
is
no Mortgage Loan in the Trust Fund that was originated on or after March
7,
2003, which is a “high cost home loan” as defined under the Georgia Fair Lending
Act.
(fff)
(a) No
Mortgage Loan is classified as a high cost mortgage loan under HOEPA; and
(b) no
Mortgage Loan in the Trust 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 that were
originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” loan under any other applicable state, federal or local law (or a
similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees).
(ggg) None
of
the Mortgage Loans are High Cost as defined by the applicable
predatory
and abusive lending laws or any federal, state or local law.
(hhh) No
Mortgage Loans are subject to the Georgia Fair Lending act (“GFLA”) effective
from October 1, 2002 to March 6, 2003.
(iii) The
Prepayment Charges included in the transaction are enforceable and were
originated in compliance with all federal, state and local laws.
(jjj)
Information provided to the rating agencies, including the loan level detail,
is
true and correct according to the rating agency requirements.
(kkk) No
Mortgage Loan is a High Cost Loan or a Covered Loan, as applicable (as such
terms are defined in the then current Standard & Poor’s LEVELS Glossary,
which is now Version 5.6(c), Appendix E).
(lll) With
respect to the Mortgage Loans set forth on Schedule II hereto, the related
Mortgagor will make its indicated monthly payment by the date set forth on
Schedule II.
With
respect to the representations and warranties set forth in this Section 3.01
that are made to the best of the Seller’s knowledge or as to which the Seller
has no knowledge, if it is discovered by the Depositor, the Seller, the Servicer
or the Trustee, as set forth in Section 2.04 of the Pooling and Servicing
Agreement, that the substance of such representation and warranty is inaccurate
and such inaccuracy materially and adversely affects the value of the related
Mortgage Loan or the interest therein of the Purchaser or the Purchaser’s
assignee, transferee or designee for the benefit of the Certificateholders
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
or warranty was made, such inaccuracy shall be deemed a breach of the applicable
representation or warranty.
Upon
discovery by the Depositor, the Seller, the Servicer, the Purchaser or any
assignee, transferee or designee of the Purchaser of a breach of any of the
representations and warranties contained in this Article III or Section 2.04
of
the Pooling and Servicing Agreement that materially and adversely affects
the
value of any Mortgage Loan or the interest therein of the Purchaser or the
Purchaser’s assignee, transferee or designee for the benefit of the
Certificateholders, the party discovering the breach shall give prompt written
notice to the others and in no event later than two Business Days from the
date
of such discovery. Within 90 days of the earlier of its discovery or its
receipt
of notice of any such breach of a representation or warranty, the Seller
shall
promptly cure such breach in all material respects, or in the event such
defect
or breach cannot be cured, the Seller shall repurchase the affected Mortgage
Loan or cause the removal of such Mortgage Loan from the Trust Fund and
substitute for it one or more Eligible Substitute Mortgage Loans, in either
case, in accordance with Section 2.03 of the Pooling and Servicing
Agreement.
Upon
discovery or receipt of written notice by the Seller of any materially defective
document in, or that a material document is missing from, a Mortgage File,
the
Seller shall have 120 days to cure such defect or 150 days following the
Closing
Date, in the case of missing Mortgages or Assignments (or within 90 days
of the
earlier of the Seller’s discovery or receipt of notification if such defect
would cause the Mortgage Loan not to be a “qualified mortgage” for REMIC
purposes), or in the event such defect cannot be cured, the Seller shall
repurchase the affected Mortgage Loan or cause the removal of such Mortgage
Loan
from the Trust Fund and substitute for it one or more Eligible Substitute
Mortgage Loans, in either case, within such time periods and in accordance
with
Section 2.03 of the Pooling and Servicing Agreement.
It
is
understood and agreed that the representations and warranties set forth in
this
Section 3.01 shall survive delivery of the respective Mortgage Files to the
Trustee or its agent, on behalf of the Purchaser and shall inure to the benefit
of the Certificateholders notwithstanding any restrictive or qualified
endorsement or assignment.
It
is
understood and agreed that the obligations of the Seller set forth in this
Section 3.01 to cure, repurchase or substitute for a defective Mortgage Loan
constitute the sole remedies of the Purchaser, the Certificateholders or
the
Trustee on their behalf respecting a missing or defective document or a breach
of the representations or warranties contained in this Section
3.01.
Section
3.02 Seller
Representations and Warranties.
The
Seller hereby represents and warrants to the Purchaser that as of the Closing
Date or as of such date specifically provided herein:
(i)
The
Seller is duly organized, validly existing and in good standing as a limited
liability company under the laws of the State of Delaware and has the power
and
authority to own its assets and to transact the business in which it is
currently engaged. The Seller is duly qualified to do business and is in
good
standing in each jurisdiction in which the character of the business transacted
by it or properties owned or leased by it requires such qualification and
in
which the failure to so qualify would have a material adverse effect on (a)
its
business, properties, assets or condition (financial or other), (b) the
performance of its obligations under this Agreement, (c) the value or
marketability of the Mortgage Loans, or (d) its ability to foreclose on the
related Mortgaged Properties.
(ii) The
Seller has the power and authority to make, execute, deliver and perform
this
Agreement and to consummate all of the transactions contemplated hereunder
and
has taken all necessary action to authorize the execution, delivery and
performance of this Agreement. When executed and delivered, this Agreement
will
constitute the Seller’s legal, valid and binding obligations enforceable in
accordance with its terms, except as enforcement of such terms may be limited
by
(1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and by the
availability of equitable remedies, (2) general equity principals (regardless
of
whether such enforcement is considered in a proceeding in equity or at law)
or
(3) public policy considerations underlying the securities laws, to the extent
that such policy considerations limit the enforceability of the provisions
of
this Agreement which purport to provide indemnification from securities laws
liabilities.
(iii) The
Seller holds all necessary licenses, certificates and permits from all
governmental authorities necessary for conducting its business as it is
presently 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 Seller to conduct its business as it
is
presently conducted. It is not required to obtain the consent of any other
party
or any consent, license, approval or authorization from, or registration
or
declaration with, any governmental authority, bureau or agency in connection
with the execution, delivery, performance, validity or enforceability of
this
Agreement, except for such consents, licenses, approvals or authorizations,
or
registrations or declarations as shall have been obtained or filed, as the
case
may be, prior to the Closing Date.
(iv) The
execution, delivery and performance of this Agreement by the Seller will
not
conflict with or result in a breach of, or constitute a default under, any
provision of any existing law or regulation or any order or decree of any
court
applicable to the Seller or any of its properties or any provision of its
Limited Liability Company Agreement, or constitute a material breach of,
or
result in the creation or imposition of any lien, charge or encumbrance upon
any
of its properties pursuant to any mortgage, indenture, contract or other
agreement to which it is a party or by which it may be bound.
(v) No
certificate of an officer, written statement or report delivered pursuant
to the
terms hereof by the Seller contains any untrue statement of a material fact
or
omits to state any material fact necessary to make the certificate, statement
or
report not misleading.
(vi) The
transactions contemplated by this Agreement are in the ordinary course of
the
Seller’s business.
(vii) The
Seller is not insolvent, nor will the Seller be made insolvent by the transfer
of the Mortgage Loans, nor is the Seller aware of any pending
insolvency.
(viii) The
Seller is not in violation of, and the execution and delivery of this Agreement
by it 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, which violation would materially and adversely affect
the
Seller’s condition (financial or otherwise) or operations or any of the Seller’s
properties, or materially and adversely affect the performance of any of
its
duties hereunder.
(ix) There
are
no actions or proceedings against, or investigations of, the Seller pending
or,
to its knowledge, threatened, before any court, administrative agency or
other
tribunal (i) that, if determined adversely, would prohibit the Seller from
entering into this Agreement and the Pooling and Servicing Agreement, (ii)
seeking to prevent the consummation of any of the transactions contemplated
by
this Agreement or (iii) that, if determined adversely, would prohibit or
materially and adversely affect the Seller’s performance of any of its
respective obligations under, or the validity or enforceability of, this
Agreement and the Pooling and Servicing Agreement.
(x) The
Seller is not transferring the Mortgage Loans to the Purchaser hereunder
with
any intent to hinder, delay or defraud any of its creditors.
(xi) The
Seller acquired title to the Mortgage Loans in good faith, without notice
of any
adverse claims.
(xii) The
transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
by
the Seller pursuant to this Agreement are not subject to the bulk transfer
laws
or any similar statutory provisions in effect in any applicable
jurisdiction.
(xiii) The
Seller understands that (a) the Retained Certificates have not been and will
not
be registered or qualified under the Securities Act of 1933, as amended (the
“Securities
Act”)
or any
state securities law, (b) the Purchaser is not required to so register or
qualify the Retained Certificates, (c) the Retained Certificates may be resold
only if registered and qualified pursuant to the provisions of the Act or
any
state securities law, or if an exemption from such registration and
qualification is available, (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Retained Certificates and (e)
the
Retained Certificates will bear a legend to the foregoing effect.
(xiv) The
Seller is acquiring the Retained Certificates for its own account for investment
only and not with a view to or for sale in connection with any distribution
thereof in any manner that would violate the Securities Act or any applicable
state securities laws.
(xv) The
Seller is (a) a substantial, sophisticated institutional investor having
such
knowledge and experience in financial and business matters, and, in particular,
in such matters related to securities similar to the Retained Certificates,
such
that it is capable of evaluating the merits and risks of investment in the
Retained Certificates, (b) able to bear the economic risks of such an investment
and (c) an “accredited investor” within the meaning of Rule 501 (a) promulgated
pursuant to the Securities Act.
(xvi) The
Seller has been furnished with such information concerning the Retained
Certificates and the Purchaser as has been requested by the Seller from the
Purchaser and is relevant to the Seller’s decision to purchase the Retained
Certificates. The Seller has had any questions arising from such review answered
by the Purchaser to the satisfaction of the Seller.
(xvii) The
Seller has not and will not nor has it authorized or will it authorize any
person to (a) offer, pledge, sell, dispose of or otherwise transfer any Retained
Certificate, any interest in any Retained Certificate or any other similar
security to any person in any manner, (b) solicit any offer to buy or to
accept
a pledge, disposition of other transfer of any Retained Certificate, any
interest in any Retained Certificate or any other similar security from any
person in any manner, (c) otherwise approach or negotiate with respect to
any
Retained Certificate, any interest in any Retained Certificate or any other
similar security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner or (e)
take
any other action, that (as to any of (a) through (e) above) would constitute
a
distribution of any Retained Certificate under the Securities Act, that would
render the disposition of any Retained Certificate a violation of Section
5 of
the Securities Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not sell
or
otherwise transfer any of the Retained Certificates, except in compliance
with
the provisions of the Pooling and Servicing Agreement.
(xviii) The
Seller is not an employee benefit plan or other retirement arrangement subject
to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
(collectively, an “ERISA Plan”), and is not acting on behalf of, as named
fiduciary of, as trustee of, or investing the assets of an ERISA
Plan.
ARTICLE
IV
SELLER’S
COVENANTS
Section
4.01 Covenants
of the Seller.
The
Seller hereby covenants that except for the transfer hereunder, the Seller
will
not sell, pledge, assign or transfer to any other Person, or grant, create,
incur, assume or suffer to exist any lien on any Mortgage Loan, or any interest
therein; the Seller will notify the Trustee, as assignee of the Purchaser,
of
the existence of any lien on any Mortgage Loan immediately upon discovery
thereof, and the Seller will defend the right, title and interest of the
Trust,
as assignee of the Purchaser, in, to and under the Mortgage Loans, against
all
claims of third parties claiming through or under the Seller; provided,
however,
that
nothing in this Section 4.01 shall prevent or be deemed to prohibit the Seller
from suffering to exist upon any of the Mortgage Loans any liens for municipal
or other local taxes and other governmental charges if such taxes or
governmental charges shall not at the time be due and payable or if the Seller
shall currently be contesting the validity thereof in good faith by appropriate
proceedings and shall have set aside on its books adequate reserves with
respect
thereto.
ARTICLE
V
OPTIONAL
PURCHASE OF DEFAULTED MORTGAGE LOANS
(a) In
accordance with the terms of Section 3.16 of the Pooling and Servicing
Agreement, as to any Mortgage Loan which is Delinquent in payment by 120
days or
more or any REO Property, an Affiliate of the Seller may, at its option,
purchase such Mortgage Loan from the Trust Fund at the Purchase Price for
such
Mortgage Loan provided that an Affiliate of the Seller may exercise the purchase
right during the period commencing on the first day of the calendar quarter
succeeding the calendar quarter in which the Initial Delinquency Date occurred
and ending on the last Business Day of such calendar quarter. The “Initial
Delinquency Date” of a Mortgage Loan shall mean the date on which the Mortgage
Loan first became 120 days Delinquent.
(b) If
an
Affiliate of the Seller does not exercise the purchase right with respect
to a
Mortgage Loan during the period specified in the preceding paragraph, such
Mortgage Loan shall thereafter again become eligible for purchase pursuant
to
the preceding paragraph only after the Mortgage Loan ceases to be 120 days
or
more Delinquent and thereafter becomes 120 day Delinquent again.
ARTICLE
VI
TERMINATION
Section
6.01 Termination.
The
respective obligations and responsibilities of the Seller and the Purchaser
created hereby shall terminate upon the termination of the Trust as provided
in
Section 8.01 of the Trust Agreement.
ARTICLE
VII
MISCELLANEOUS
PROVISIONS
Section
7.01 Amendment.
This
Agreement may be amended from time to time by the Seller and the Purchaser,
by
written agreement signed by the Seller and the Purchaser.
Section
7.02 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws
of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
Section
7.03 Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid, addressed as follows:
if
to the
Seller:
Credit-Based
Asset Servicing and Securitization LLC
000
Xxxxxxx Xxxxxx
00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
General Counsel
or
such
other address as may hereafter be furnished to the Purchaser in writing by
the
Seller.
if
to the
Purchaser:
Citigroup
Mortgage Loan Trust Inc.
000
Xxxxxxxxx Xxxxxx
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.
Section
7.04 Severability
of Provisions.
If any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be held invalid for any reason whatsoever, 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.
Section
7.05 Counterparts.
This
Agreement may be executed in one or more counterparts by the different parties
hereto on separate counterparts, each of which, when so executed, shall be
deemed to be an original and such counterparts, together, shall constitute
one
and the same agreement.
Section
7.06 Further
Agreements.
The
Purchaser and the Seller each agree to execute and deliver to the other such
additional documents, instruments or agreements as may be necessary or
reasonable and appropriate to effectuate the purposes of this Agreement or
in
connection with the issuance of any Series of Certificates representing
interests in the Mortgage Loans.
Without
limiting the generality of the foregoing, as a further inducement for the
Purchaser to purchase the Mortgage Loans from the Seller, the Seller will
cooperate with the Purchaser in connection with the sale of any of the
securities representing interests in the Mortgage Loans. In that connection,
the
Seller will provide to the Purchaser any and all information and appropriate
verification of information, whether through letters of its auditors and
counsel
or otherwise, as the Purchaser shall reasonably request and will provide
to the
Purchaser such additional representations and warranties, covenants, opinions
of
counsel, letters from auditors, and certificates of public officials or officers
of the Seller as are reasonably required in connection with such transactions
and the offering of investment grade securities rated by the Rating
Agencies.
Section
7.07 Intention
of the Parties.
It is
the intention of the parties that the Purchaser is purchasing, and the Seller
is
selling, the Mortgage Loans rather than the pledging of the Mortgage Loans
by
the Seller to secure a loan by the Purchaser to the Seller. Accordingly,
the
parties hereto each intend to treat the transaction for Federal income tax
purposes and all other purposes as a sale by the Seller and a purchase by
the
Purchaser of the Mortgage Loans. The Purchaser will have the right to review
the
Mortgage Loans and the related Mortgage Files to determine the characteristics
of the Mortgage Loans which will affect the Federal income tax consequences
of
owning the Mortgage Loans and the Seller will cooperate with all reasonable
requests made by the Purchaser in the course of such review.
Section
7.08 Successors
and Assigns; Assignment of this Agreement.
This
Agreement shall bind and inure to the benefit of and be enforceable by the
Seller, the Purchaser and the Trustee. The obligations of the Seller under
this
Agreement cannot be assigned or delegated to a third party without the consent
of the Purchaser and which consent shall be at the Purchaser’s sole discretion,
except that the Purchaser acknowledges and agrees that the Seller may assign
its
obligations hereunder to any Person into which the Seller is merged or any
corporation resulting from any merger, conversion or consolidation to which
the
Seller is a party or any Person succeeding to the business of the Seller.
The
parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans
for the purpose of contributing them to a trust that will issue a series
of
certificates representing undivided interests in such Mortgage Loans. As
an
inducement to the Purchaser to purchase the Mortgage Loans, the Seller
acknowledges and consents to the assignment by the Purchaser to the Trustee
of
all of the Purchaser’s rights against the Seller pursuant to this Agreement
insofar as such rights relate to Mortgage Loans transferred to the Trustee
and
to the enforcement or exercise of any right or remedy against the Seller
pursuant to this Agreement by the Trustee. Such enforcement of a right or
remedy
by the Trustee shall have the same force and effect as if the right or remedy
had been enforced or exercised by the Purchaser directly.
Section
7.09 Survival.
The
representations and warranties set forth in Sections 3.01 and 3.02 hereof
shall
survive the purchase of the Mortgage Loans hereunder.
IN
WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
be
signed to this Mortgage Loan Purchase Agreement by their respective officers
thereunto duly authorized as of the day and year first above
written.
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CITIGROUP
MORTGAGE LOAN TRUST INC.,
as
Purchaser
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By:
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Name:
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Title:
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CREDIT-BASED
ASSET SERVICING AND SECURITIZATION LLC,
as
Seller
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By:
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Name:
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Title:
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SCHEDULE
I
MORTGAGE
LOAN SCHEDULE
AVAILABLE
UPON REQUEST
SCHEDULE
II
EPD
LOAN
LIST
EXHIBIT
H
FORM
OF LOST NOTE AFFIDAVIT
Personally
appeared before me the undersigned authority to administer oaths,
______________________ who first being duly sworn deposes and says: Deponent
is
______________________ of ______________________________, successor by merger
to
_________________________________________ (“Seller”) and who has personal
knowledge of the facts set out in this affidavit.
On
___________________, _________________________ did execute and deliver a
promissory note in the principal amount of $__________.
That
said
note has been misplaced or lost through causes unknown and is presently lost
and
unavailable after diligent search has been made. Seller's records show that
an
amount of principal and interest on said note is still presently outstanding,
due, and unpaid, and Seller is still owner and holder in due course of said
lost
note.
Seller
executes this Affidavit for the purpose of inducing U.S. Bank National
Association, as trustee on behalf of C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2007-CB3, to accept the transfer of the above described
loan from Seller.
Seller
agrees to indemnify and hold harmless U.S. Bank National Association, Citigroup
Mortgage Loan Trust Inc., Citigroup Global Markets Inc. and Greenwich Capital
Markets, Inc. for any losses incurred by such parties resulting from the above
described promissory note has been lost or misplaced.
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By:
|
||
|
Name:
|
||
|
Title:
|
||
|
STATE
OF_____________
|
)
|
|
|
)
|
SS:
|
|
|
COUNTY
OF___________
|
)
|
On
this
____ day of _______ 20__, before me, a Notary Public, in and for said County
and
State, appeared ________________________, who acknowledged the extension of
the
foregoing and who, having been duly sworn, states that any representations
therein contained are true.
Witness
my hand and Notarial Seal this ____ day of _______ 20__.
My
commission expires _____.
EXHIBIT
I
FORM
OF ERISA REPRESENTATION
U.S.
Bank
National Association
0
Xxx
Xxxx Xxxxx
0xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Worldwide Securities Services- Structured Finance Services
Citigroup
C-BASS 2007-CB3
Citigroup
Mortgage Loan Trust Inc.
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
|
Re:
|
C-BASS
Mortgage Loan Asset-Backed Certificates, Series
2007-CB3
|
Ladies
and Gentlemen:
1. [The
undersigned is the ______________________ of (the “Transferee”) a [corporation
duly organized] and existing under the laws of __________, on behalf of which
he
makes this affidavit.] [The undersigned, ___________________, is the transferee
(the “Transferee”).]
2. The
Transferee hereby acknowledges that under the terms of the Pooling and Servicing
Agreement (the “Agreement”) among Citigroup Mortgage Loan Trust Inc., as
depositor (the “Depositor”), Credit-Based Asset Servicing and Securitization
LLC, as Sponsor, Xxxxxx Loan Servicing LP, as servicer and U.S. Bank National
Association, as trustee (the “Trustee”), no transfer of the ERISA-Restricted
Certificates shall be permitted to be made to any person unless the Depositor
and the Certificate Registrar (as defined in the Agreement) have received a
certificate from such transferee in the form hereof.
3. The
Transferee either (x) (i) is not an employee benefit plan subject to Section
406
or Section 407 of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”), the Trustee of any such plan or a person acting on behalf
of any such plan nor a person using the assets of any such plan or (ii) (except
in the case of the Residual, Class CE-1, Class CE-2 or Class P Certificates)
is
an insurance company which is purchasing such Certificates with funds contained
in an “insurance company general account” (as such term is defined in Section
V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the
purchase and holding of such Certificates are covered under Sections I and
III
of PTCE 95-60 or (y) (except in the case of a Mezzanine or Residual Certificate)
shall deliver to the Certificate Registrar and the Depositor an opinion of
counsel (a “Benefit Plan Opinion”) satisfactory to the Certificate Registrar,
and upon which the Certificate Registrar and the Depositor shall be entitled
to
rely, to the effect that the purchase and holding of such Certificate by the
Transferee will not result in the assets of the Trust Fund being deemed to
be
plan assets and subject to the prohibited transaction provisions of ERISA or
the
Code and will not subject the Trustee, the Certificate Registrar or the
Depositor to any obligation in addition to those undertaken by such entities
in
the Pooling and Servicing Agreement, which opinion of counsel shall not be
an
expense of the Trustee or the Depositor.
Capitalized
terms used but not defined herein shall have the meanings ascribed to such
terms
in the Agreement.
IN
WITNESS WHEREOF, the Transferee has executed this certificate.
|
[Transferee]
|
||
| |
|
|
|
By:
|
||
| Name: | ||
|
Title:
|
||
EXHIBIT
J-1
FORM
OF INVESTMENT LETTER NON-RULE 144A
[DATE]
Citigroup
Mortgage Loan Trust Inc.
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
U.S.
Bank
National Association
4
New
York Xxxxx
0xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Worldwide Securities Services- Structured Finance Services
Citigroup
C-BASS 2007-CB3
|
Re:
|
C-BASS
Mortgage Loan Asset-Backed Certificates, Series
2007-CB3
|
Ladies
and Gentlemen:
In
connection with our acquisition of the C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2007-CB3 (the “Certificates”), we certify that (a) we
understand that the Certificates are not being registered under the Securities
Act of 1933, as amended (the “Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we are an “institutional
accredited investor,” as defined in Section 501(a)(1), (2) or (3) under the Act,
and have such knowledge and experience in financial and business matters that
we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Certificates and
all
matters relating thereto or any additional information deemed necessary to
our
decision to purchase the Certificates, (d) we are acquiring the Certificates
for
investment for our own account and not with a view to any distribution of such
Certificates (but without prejudice to our right at all times to sell or
otherwise dispose of the Certificates in accordance with clause (g) below),
(e)
we agree that the Certificates must be held indefinitely by us and we
acknowledge that we are able to bear the economic risk of investment in the
Certificates, (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action
which
would result in a violation of Section 5 of the Act, (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory
to
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser
or
transferee has otherwise complied with any conditions for transfer set forth
in
the Pooling and Servicing Agreement and (h) we acknowledge that the Certificates
will bear a legend setting forth the applicable restrictions on
transfer.
|
Very
truly yours,
[NAME
OF TRANSFEREE]
|
||
| |
|
|
| By: | ||
|
Authorized
Officer
|
||
EXHIBIT
J-2
FORM
OF INVESTMENT LETTER RULE 144A
[DATE]
Citigroup
Mortgage Loan Trust Inc.
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
U.S.
Bank
National Association
4
New
York Xxxxx
0xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Worldwide Securities Services- Structured Finance Services
Citigroup
C-BASS 2007-CB3
|
Re:
|
C-BASS
Mortgage Loan Asset-Backed Certificates, Series
2007-CB3
|
Ladies
and Gentlemen:
In
connection with our acquisition of the C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2007-CB3 (the “Certificates”), we certify that (a) we
understand that the Certificates are not being registered under the Securities
Act of 1933, as amended (the “Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we have had the opportunity
to
ask questions of and receive answers from the Depositor concerning the purchase
of the Certificates and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Certificates,
(c)
we have not, nor has anyone acting on our behalf offered, transferred, pledged,
sold or otherwise disposed of the Certificates, any interest in the Certificates
or any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Certificates, any interest in
the
Certificates or any other similar security from, or otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates
or
any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates
under
the Securities Act or that would render the disposition of the Certificates
a
violation of Section 5 of the Securities Act or require registration pursuant
thereto, nor will act, nor has authorized or will authorize any person to act,
in such manner with respect to the Certificates, (d) we are a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities
Act and have completed either of the forms of certification to that effect
attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is
being
made in reliance on Rule 144A. We are acquiring the Certificates for our own
account or for resale pursuant to Rule 144A and further, understand that such
Certificates 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
Securities Act.
|
Very
truly yours,
[NAME
OF TRANSFEREE]
|
||
| |
|
|
| By: | ||
|
Authorized
Officer
|
||
|
|
||
ANNEX
1 TO EXHIBIT J
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[FOR
TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]
The
undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
the Rule 144A Transferee Certificate to which this certification relates with
respect to the Certificates described therein:
i. As
indicated below, the undersigned is the President, Chief Financial Officer,
Senior Vice President or other executive officer of the Buyer.
ii. In
connection with purchases by the Buyer, the Buyer is a “qualified institutional
buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
amended (“Rule 144A”) because (i) the Buyer 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 Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the
category marked below.
___ Corporation,
etc.
The
Buyer is a corporation (other than a bank, savings and loan association or
similar institution), Massachusetts or similar business trust, partnership,
or
charitable organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended.
___ Bank.
The
Buyer (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
Buyer (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 $25,000,000 as
demonstrated in its latest annual financial statements, a
copy
of which is attached hereto.
___ Broker-dealer.
The
Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
Act of 1934.
___ Insurance
Company.
The
Buyer 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
Buyer 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
Buyer is an employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974.
___ Investment
Advisor.
The
Buyer is an investment advisor registered under the Investment Advisors Act
of
1940.
___ Small
Business Investment Company.
Buyer
is a small business investment company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment
Act
of 1958.
___ Business
Development Company.
Buyer
is a business development company as defined in Section 202(a)(22) of the
Investment Advisors Act of 1940.
iii. The
term
“securities”
as
used
herein does
not include
(i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer
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.
iv. For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Buyer, the Buyer used the cost of such
securities to the Buyer and did not include any of the securities referred
to in
the preceding paragraph, except (i) where the Buyer reports its securities
holdings in its financial statements on the basis of their market value, and
(ii) no current information with respect to the cost of those securities has
been published. If clause (ii) in the preceding sentence applies, the securities
may be valued at market. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the Buyer, but
only
if such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and if
the
investments of such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a majority-owned,
consolidated subsidiary of another enterprise and the Buyer is not itself a
reporting company under the Securities Exchange Act of 1934, as
amended.
v. The
Buyer
acknowledges that it is familiar with Rule 144A and understands that the seller
to it 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
Buyer may be in reliance on Rule 144A.
vi. Until
the
date of purchase of the Rule 144A Securities, the Buyer 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 Buyer's purchase of
the
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Buyer is a bank or savings and loan
is provided above, the Buyer agrees that it will furnish to such parties updated
annual financial statements promptly after they become available.
|
Print
Name of Buyer
|
||
| |
|
|
| By: | ||
|
Name:
|
||
|
Title :
Date:
|
||
ANNEX
2 TO EXHIBIT J
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[FOR
TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]
The
undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
the Rule 144A Transferee Certificate to which this certification relates with
respect to the Certificates described therein:
1. As
indicated below, the undersigned is the President, Chief Financial Officer
or
Senior Vice President of the Buyer or, if the Buyer is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities
Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the
Adviser.
2. In
connection with purchases by Buyer, the Buyer is a “qualified institutional
buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
company registered under the Investment Company Act of 1940, as amended and
(ii)
as marked below, the Buyer alone, or the Buyer'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 Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used,
except (i) where the Buyer or the Buyer's Family of Investment Companies reports
its securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market.
___ The
Buyer
owned $_______in securities (other than the excluded securities referred to
below) as of the end of the Buyer's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
___ The
Buyer
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 Buyer'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
Buyer or are part of the Buyer'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
Buyer
is familiar with Rule 144A and understands that the parties listed in the Rule
144A Transferee Certificate to which this certification relates are relying
and
will continue to rely on the statements made herein because one or more sales
to
the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
purchase for the Buyer's own account.
6. Until
the
date of purchase of the Certificates, the undersigned will notify the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates of any changes in the information and conclusions herein. Until such
notice is given, the Buyer's purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.
|
Print
Name of Buyer or Adviser
|
||
| |
|
|
| By: | ||
|
Name:
|
||
|
Title:
|
||
|
IF
AN ADVISER:
|
||
| |
|
|
|
Print
Name of Buyer
|
||
|
|
||
|
Date:
|
||
1 Buyer
must own and/or invest on a discretionary basis at least $__________ in
securities unless Buyer is a dealer, and, in that case, Buyer must own
and/or
invest on a discretionary basis at least $__________ in
securities.
EXHIBIT
K
FORM
OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 0000-XX0
|
XXXXX
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 [Class R and/or Class R-X
Certificates] (the “Certificates”) issued pursuant to the Pooling and Servicing
Agreement, (the “Agreement”), relating to the above-referenced Certificates,
among Citigroup Mortgage Loan Trust Inc., as depositor, Credit-Based Asset
Servicing and Securitization LLC, as Sponsor, Xxxxxx Loan Servicing LP, as
servicer and U.S. Bank National Association, as trustee. Capitalized terms
used,
but not defined herein 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.
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 Certificates either (i) for its own account or (ii) as nominee,
trustee or agent for another Person and has attached hereto an affidavit from
such Person in substantially the same form as this affidavit. 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 Certificates 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 Certificates 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 Certificates 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 Certificates. 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 Certificates,
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 in this Exhibit K 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 does not have the intention to impede the assessment or collection
of
any tax legally required to be paid with respect to the
Certificates.
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 Certificates 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 is not an employee benefit plan that is subject to ERISA or a plan
that is subject to Section 4975 of the Code, nor are we acting on behalf 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 . | ||
EXHIBIT
L
FORM
OF TRANSFEROR CERTIFICATE
[DATE]
U.S.
Bank
National Association
0
Xxx
Xxxx Xxxxx
0xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Worldwide Securities Services- Structured Finance Services
Citigroup
C-BASS 2007-CB3
Citigroup
Mortgage Loan Trust Inc.
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
|
Re:
|
C-BASS
Mortgage Loan Asset-Backed Certificates, Series
2007-CB3
|
Ladies
and Gentlemen:
In
connection with our disposition of the C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2007-CB3 (the “Certificates”), we certify that (a) we
understand that the Certificates have not been registered under the Securities
Act of 1933, as amended (the “Act”), and are being disposed by us in a
transaction that is exempt from the registration requirements of the Act, (b)
we
have not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act, (c)
[in
the case of a Residual Certificate only] to the extent we are disposing of
a
Class [R, or R-X] Certificate, we have no knowledge the Transferee is not a
Permitted Transferee and (d) [in the case of a Residual Certificate only] no
purpose of the proposed disposition of a Class [R, or R-X] Certificate is to
impede the assessment or collection of tax.
|
Very
truly yours,
[TRANSFEROR]
|
||
| |
|
|
|
By:
|
||
|
|
||
|
Name:
Title:
|
||
EXHIBIT
M
MONTHLY
INFORMATION PROVIDED BY SERVICER
|
1.
|
With
respect to the Mortgage Pool, the number and Principal Balances of
all
Mortgage Loans which were the subject of Principal Prepayments during
the
related Due Period.
|
|
2.
|
With
respect to the Mortgage Pool, the amount of all curtailments which
were
received during the related Due
Period.
|
|
3.
|
With
respect to the Mortgage Pool, the aggregate amount of principal portion
of
all Monthly Payments received during the related Due
Period.
|
|
4.
|
With
respect to the Mortgage Pool, the amount of interest received on
the
Mortgage Loans during the related Due
Period.
|
|
5.
|
With
respect to the Mortgage Pool, the aggregate amount of the Advances
made
and recovered with respect to such Distribution
Date.
|
|
6.
|
With
respect to the Mortgage Pool, the delinquency and foreclosure information
and the amount of Mortgage Loan Losses during the related Due
Period.
|
|
7.
|
With
respect to the Mortgage Pool, the weighted average maturity, the
weighted
average Mortgage Interest Rate and the weighted average Net Mortgage
Interest Rate as of the last day of the Due Period preceding of the
related Interest Accrual Period.
|
|
8.
|
The
Servicing Fees paid and Servicing Fees accrued during the related
Due
Period.
|
|
9.
|
The
amount of all payments or reimbursements to the Servicer paid or
to be
paid since the prior Distribution Date (or in the case of the first
Distribution Date, since the Closing
Date).
|
|
10.
|
The
Pool Balance.
|
|
11.
|
With
respect to the Mortgage Pool, the number of Mortgage Loans outstanding
at
the beginning and at the end of the related Due
Period.
|
|
12.
|
The
aggregate interest accrued on the Mortgage Loans at their respective
Mortgage Interest Rates for the related Due
Period.
|
|
13.
|
The
amount deposited in the Collection Account which may not be withdrawn
therefrom pursuant to an Order of a United States Bankruptcy Court
of
competent jurisdiction imposing a stay pursuant to Section 362 of
U.S. Bankruptcy Code.
|
|
14.
|
The
aggregate Realized Losses since the Cut-off Date as of the end of
the
related Due Period.
|
|
15.
|
The
Net WAC Rate Carryover Amount for the Certificates, if any, with
respect
to such Distribution Date.
|
|
16.
|
The
Overcollateralized Amount, the Targeted Overcollateralization Amount
and
any Overcollateralization Deficiency, in each case after giving effect
to
distributions on such Distribution
Date.
|
EXHIBIT
N
FORM
OF OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS
Officer's
Certificate
C-BASS
MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2007-CB3
[DATE]
VIA
FACSIMILE
U.S.
Bank
National Association
0
Xxx
Xxxx Xxxxx
0xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Worldwide Securities Services- Structured Finance Services
Citigroup
C-BASS 2007-CB3
|
Re:
|
Prepayments
|
Dear
Sir
or Madam:
__________________
hereby certifies that he/she is an officer of the Servicer, holding the office
set forth beneath his/her name and hereby further certifies as
follows:
With
respect to the Mortgage Loans set forth in the attached schedule:
|
1.
|
A
Principal Prepayment in full was received during the related Collection
Period;
|
| 2. |
Any
prepayment penalty due under the terms of the Mortgage Note with
respect
to such Principal Prepayment in full was received from the mortgagor
and
deposited in the Collection Account: ____
Yes ____
No
|
|
3.
|
As
to each Mortgage Loan so noted on the attached schedule, all or part
of
the prepayment penalty required in connection with the Principal
Prepayment in full was waived based upon (Circle
one):
|
(i) the
Servicer's determination that such waiver would maximize recovery of Liquidation
Proceeds for such Mortgage Loan, taking into account the value of such
prepayment penalty, or
(ii)(A)
the enforceability thereof be limited (1) by bankruptcy insolvency, moratorium,
receivership, or other similar law relating to creditors' rights generally
or
(2) due to acceleration in connection with a foreclosure or other involuntary
payment, or (B) the enforceability is otherwise limited or prohibited by
applicable law;
|
4.
|
We
certify that all amounts due in connection with the waiver of a prepayment
penalty inconsistent with number 3 above which are required to be
deposited by the Servicer pursuant to Section 3.01 of the Pooling
and
Servicing Agreement, have been or will be so
deposited.
|
Capitalized
terms used herein shall have the meanings ascribed to such terms in the Pooling
and Servicing Agreement, dated March 1, 2007, among Citigroup Mortgage Loan
Trust Inc., as depositor, Credit-Based Asset Servicing and Securitization LLC,
as Sponsor, Xxxxxx Loan Servicing LP, as servicer and U.S. Bank National
Association, as trustee.
|
XXXXXX
LOAN SERVICING LP
|
||
| |
|
|
| By: | ||
|
Name:
|
||
|
Title:
|
||
EXHIBIT
O-1
FORM
OF
CERTIFICATION TO BE PROVIDED BY THE SERVICER WITH FORM 10-K
CERTIFICATION
1. I
have
reviewed the 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 [identify
the issuing entity] (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. [I
am
responsible for reviewing the activities performed by the servicer(s) and based
on my knowledge and the compliance review(s) conducted in preparing the servicer
compliance statement(s) required in this report under Item 1123 of Regulation
AB, and except as disclosed in the Exchange Act Periodic Reports, the
servicer(s) [has/have] fulfilled [its/their] obligations under the servicing
agreement(s) in all material respects]; and
5. All
of
the reports on assessment of compliance with servicing criteria for ABS 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.
[In
giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties [name of servicer,
sub-servicer, co-servicer, depositor, custodian or trustee].
|
XXXXXX
LOAN SERVICING LP
|
||
| |
|
|
|
By:
|
||
|
|
||
|
Name:
Title:
Date:
|
||
EXHIBIT
O-2
FORM
OF CERTIFICATION TO BE PROVIDED BY THE TRUSTEE TO THE
SERVICER
| Re: |
C-BASS
Mortgage Asset-Backed Certificates, Series
2007-CB3
|
I,
_____________________________, certify to Xxxxxx Loan Servicing LP (the
“Servicer”), and its officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:
1. I
have
reviewed the annual report on Form 10 K for the fiscal year [___], and all
reports on Form 10-D containing Monthly Statements filed in respect of periods
included in the year covered by that annual report, of Citigroup Mortgage Loan
Trust Inc. (the “Depositor”) relating to the above referenced
trust;
2. Subject
to paragraph 4 hereof, based on my knowledge, the Distribution Information
in
the Monthly Statements prepared by the Trustee, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
required by the Pooling and Servicing Agreement to be included therein and
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. Based
on
my knowledge, the Distribution Information required to be provided by the
Trustee under the Pooling and Servicing Agreement is included in these
reports.
4. In
compiling the Distribution Information and making the foregoing certifications,
the Trustee has relied upon information furnished to it by the Servicer under
the Pooling and Servicing Agreement. The Trustee shall have no responsibility
or
liability for any inaccuracy in such reports resulting from information so
provided to it by the Servicer.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, dated March 1, 2007 (the “Pooling and Servicing
Agreement”), among the Depositor, as depositor, Credit-Based Asset Servicing and
Securitization LLC, as seller, the Servicer, as servicer and U.S. Bank National
Association, as trustee.
|
Dated:
U.S.
Bank National Association,
as
Trustee
|
||
| |
|
|
| By: ____________________________ | ||
| Name: __________________________ | ||
| Title: ___________________________ | ||
EXHIBIT
P
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”), Credit-Based Asset Servicing and Securities LLC as sponsor (the
“Sponsor”) and the Trustee, dated as of March 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, and the
Trustee, dated as of March 1, 2007 (Citigroup Mortgage Loan Trust, Series
2007-CB3, C-BASS Mortgage Loan Asset-Backed 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-CB3, C-BASS
Mortgage Loan
Asset-Backed
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-CB3 C-BASS
Mortgage Loan Asset-Backed 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 ________________________
EXHIBIT
Q
FORM
OF INTEREST RATE SWAP AGREEMENT
Barclays
Capital
5
Xxx
Xxxxx Xxxxxxxxx
Xxxxxx
Xxxxx
Xxxxxx
X00 0XX
Tel
x00
(0)00 0000 0000
|
TO:
|
Credit-Based
Asset Servicing and Securitization LLC (the
“Counterparty” or “Party B”)
|
|
ATTENTION:
|
Global
Securities and Trust Services - C-BASS 2007-CB3
|
|
FROM:
|
BARCLAYS
BANK PLC (LONDON HEAD OFFICE) (“Barclays” or “Party A”)
|
|
SUBJECT:
|
Fixed
Income Derivatives Confirmation
|
|
DATE:
|
March
23, 2007
|
|
REFERENCE
NUMBER:
|
1677469B
|
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
(“Party
A”) and
Credit-Based Asset Servicing and Securitization LLC (“Party
B”).
This
Confirmation evidences a complete and binding agreement between you and
us to
enter into the Transaction on the terms set forth below and replaces any
previous agreement between us with respect to the subject matter hereof.
This
Confirmation constitutes a “Confirmation”
and also
constitutes a “Schedule”
as
referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
Support
Annex to the Schedule.
|
1.
|
This
Confirmation shall supplement, form a part of, and be subject
to an
agreement in the form of the ISDA Master Agreement (Multicurrency
- Cross
Border) as published and copyrighted in 1992 by the International
Swaps
and Derivatives Association, Inc. (the “ISDA
Master Agreement”),
as if Party A and Party B had executed an agreement in such form
on the
date hereof, with a Schedule as set forth in Item 3 of this Confirmation,
and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
Subject
to New York Law Only version) as published and copyrighted in
1994 by the
International Swaps and Derivatives Association, Inc., with Paragraph
13
thereof as set forth in Annex A hereto (the “Credit
Support Annex”).
For the avoidance of doubt, the Transaction described herein
shall be the
sole Transaction governed by such ISDA Master Agreement. In the
event of
any inconsistency among any of the following documents, the relevant
document first listed shall govern: (i) this Confirmation, exclusive
of
the provisions set forth in Item 3 hereof and Annex A hereto;
(ii) the
provisions set forth in Item 3 hereof, which are incorporated
by reference
into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
and (v) the ISDA Master Agreement.
|
Each
reference herein to a “Section” (unless specifically referencing the Pooling and
Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
a reference to a Section of the ISDA Master Agreement; each herein reference
to
a “Part” will be construed as a reference to the provisions herein deemed
incorporated in a Schedule to the ISDA Master Agreement; each reference
herein
to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
Support Annex.
2.
The
terms
of the particular Transaction to which this Confirmation relates are as
follows:
|
Type
of Transaction:
|
Interest
Rate Swap
|
|
|
Notional
Amount:
|
With
respect to any Calculation Period, the amount set forth for such
period on
Schedule I attached hereto.
|
|
|
Trade
Date:
|
March
23, 2007
|
|
|
Effective
Date:
|
Xxxxx
00, 0000
|
|
|
Xxxxxxxxxxx
Date:
|
May
25, 2011, subject to adjustment in accordance with the Following
Business
Day Convention; provided, however, that for the purpose of determining
the
final Fixed Rate Payer Period End Date, Termination Date shall
be subject
to No Adjustment.
|
|
|
Fixed
Amounts:
|
||
|
Fixed
Rate Payer:
|
Party
B
|
|
|
Fixed
Rate Payer
|
||
|
Payment
Dates:
|
The
25th
calendar day of each month during the Term of this Transaction,
commencing
April 25, 2007, and ending on the Termination Date, with No
Adjustment.
|
|
|
Fixed
Amount:
|
To
be determined in accordance with the following formula:
|
|
|
250*Fixed
Rate*Notional Amount*Fixed Rate Day Count Fraction
|
||
|
Fixed
Rate:
|
4.88%
|
|
|
Fixed
Rate Day
|
||
|
Count
Fraction:
|
30/360
|
|
|
Floating
Amounts:
|
||
|
Floating
Rate Payer:
|
Party
A
|
|
|
Floating
Rate Payer
Period
End Dates:
|
The
25th
calendar day of each month during the Term of this Transaction,
commencing
April 25, 2007, and ending on the Termination Date, subject to
adjustment
in accordance with the Following Business Day
Convention.
|
|
|
Floating
Rate Payer
Payment
Dates:
|
Early
Payment shall be applicable. Each Floating Rate Payer Payment
Date shall
be one Business Day preceding each Floating Rate Payer Period
End Date.
Notwithstanding anything to the contrary in Section 2(c) of the
ISDA
Master Agreement, amounts that are payable with respect to the
same
Calculation Period shall be netted, as provided in Section 2(c)
of the
ISDA Master Agreement, even if such amounts are not due on the
same
Payment Date.
|
|
|
Floating
Rate Option:
|
USD-LIBOR-BBA
|
|
|
Floating
Amount:
|
To
be determined in accordance with the following formula:
|
|
|
250*Floating
Rate Option*Notional Amount*Floating Rate Day Count
Fraction
|
||
|
Designated
Maturity:
|
One
month.
|
|
|
Floating
Rate Day
Count
Fraction:
|
Actual/360
|
|
|
Reset
Dates:
|
The
first day of each Calculation Period.
|
|
|
Compounding:
|
Inapplicable
|
|
|
Business
Days:
|
New
York
|
|
|
Business
Day Convention:
|
Following
|
|
|
Calculation
Agent:
|
Party
A
|
|
|
Account
Details and Settlement Information:
|
||
|
Payments
to Party A:
|
Correspondent:
BARCLAYS BANK PLC NEW YORK
|
|
|
FEED:
000000000
|
||
|
Beneficiary:
BARCLAYS SWAPS
|
||
|
Beneficiary
Account: 000-00000-0
|
||
|
Payments
to Party B:
|
[TO
BE PROVIDED]
|
|
[Remainder
of this page intentionally left blank.]
The
time
of dealing will be confirmed by Party A upon written request. Barclays
is
regulated by the Financial Services Authority. Barclays is acting for its
own
account in respect of this Transaction.
Please
confirm that the foregoing correctly sets forth all the terms and conditions
of
our agreement with respect to the Transaction by responding within three
(3)
Business Days by promptly signing in the space provided below and both
(i)
faxing the signed copy to Incoming Transaction Documentation, Barclays
Capital
Global OTC Transaction Documentation & Management, Global Operations, Fax
x(00) 00-0000-0000/6857, Tel x(00) 00-0000-0000/6904/6965, and (ii) mailing
the
signed copy to Barclays Bank PLC, 5 Xxx Xxxxx Xxxxxxxxx, Xxxxxx Xxxxx,
Xxxxxx
X00 0XX, Attention of Incoming Transaction Documentation, Barclays Capital
Global OTC Transaction Documentation & Management, Global Operation. Your
failure to respond within such period shall not affect the validity or
enforceability of the Transaction against you. This facsimile shall be
the only
documentation in respect of the Transaction and accordingly no hard copy
versions of this Confirmation for this Transaction shall be provided unless
Party B requests such a copy.
|
For
and on behalf of:
BARCLAYS
BANK PLC
|
For
and on behalf of:
CREDIT-BASED
ASSET SERVICING
AND
SECURITIZATION LLC
|
|
|
Name:
Title:
Date:
|
Name:
Title:
Date:
|
Barclays
Bank PLC and its Affiliates, including Barclays Capital Inc., may share
with
each other information, including non-public credit information, concerning
its
clients and prospective clients. If you do not want such information to
be
shared, you must write to the Director of Compliance, Barclays Bank PLC,
000
Xxxx Xxxxxx, Xxx Xxxx, XX 00000.
SCHEDULE
I
(All
such
dates subject to No Adjustment with respect to Fixed Rate Payer Period
End Dates
and
adjustment
in accordance with the Following Business Day Convention with respect to
Floating Rate Payer
Period
End Dates)
|
From
and including
|
To
but excluding
|
Notional
Amount (USD)
|
||
|
3/30/2007
|
4/25/2007
|
291,396.00
|
||
|
4/25/2007
|
5/25/2007
|
291,396.00
|
||
|
5/25/2007
|
6/25/2007
|
291,396.00
|
||
|
6/25/2007
|
7/25/2007
|
291,396.00
|
||
|
7/25/2007
|
8/25/2007
|
291,396.00
|
||
|
8/25/2007
|
9/25/2007
|
291,396.00
|
||
|
9/25/2007
|
10/25/2007
|
291,396.00
|
||
|
10/25/2007
|
11/25/2007
|
291,396.00
|
||
|
11/25/2007
|
12/25/2007
|
291,396.00
|
||
|
12/25/2007
|
1/25/2008
|
291,396.00
|
||
|
1/25/2008
|
2/25/2008
|
291,396.00
|
||
|
2/25/2008
|
3/25/2008
|
291,396.00
|
||
|
3/25/2008
|
4/25/2008
|
291,396.00
|
||
|
4/25/2008
|
5/25/2008
|
291,396.00
|
||
|
5/25/2008
|
6/25/2008
|
291,396.00
|
||
|
6/25/2008
|
7/25/2008
|
291,396.00
|
||
|
7/25/2008
|
8/25/2008
|
291,396.00
|
||
|
8/25/2008
|
9/25/2008
|
291,396.00
|
||
|
9/25/2008
|
10/25/2008
|
291,396.00
|
||
|
10/25/2008
|
11/25/2008
|
291,396.00
|
||
|
11/25/2008
|
12/25/2008
|
291,396.00
|
||
|
12/25/2008
|
1/25/2009
|
291,396.00
|
||
|
1/25/2009
|
2/25/2009
|
291,396.00
|
||
|
2/25/2009
|
3/25/2009
|
291,396.00
|
||
|
3/25/2009
|
4/25/2009
|
291,396.00
|
||
|
4/25/2009
|
5/25/2009
|
291,396.00
|
||
|
5/25/2009
|
6/25/2009
|
291,396.00
|
||
|
6/25/2009
|
7/25/2009
|
291,396.00
|
||
|
7/25/2009
|
8/25/2009
|
291,396.00
|
||
|
8/25/2009
|
9/25/2009
|
291,396.00
|
||
|
9/25/2009
|
10/25/2009
|
291,396.00
|
||
|
10/25/2009
|
11/25/2009
|
291,396.00
|
||
|
11/25/2009
|
12/25/2009
|
291,396.00
|
||
|
12/25/2009
|
1/25/2010
|
291,396.00
|
||
|
1/25/2010
|
2/25/2010
|
279,573.98
|
||
|
2/25/2010
|
3/25/2010
|
279,573.98
|
||
|
3/25/2010
|
4/25/2010
|
279,573.98
|
||
|
4/25/2010
|
5/25/2010
|
279,573.98
|
||
|
5/25/2010
|
6/25/2010
|
275,284.60
|
||
|
6/25/2010
|
7/25/2010
|
263,032.28
|
||
|
7/25/2010
|
8/25/2010
|
251,363.75
|
||
|
8/25/2010
|
9/25/2010
|
240,249.64
|
||
|
9/25/2010
|
10/25/2010
|
229,661.41
|
||
|
10/25/2010
|
11/25/2010
|
219,572.46
|
||
|
11/25/2010
|
12/25/2010
|
209,957.64
|
||
|
12/25/2010
|
1/25/2011
|
200,793.12
|
||
|
1/25/2011
|
2/25/2011
|
192,056.32
|
||
|
2/25/2011
|
3/25/2011
|
183,725.89
|
||
|
3/25/2011
|
4/25/2011
|
175,781.61
|
||
|
4/25/2011
|
5/25/2011
|
168,204.25
|
Annex
A
Paragraph
13 of the Credit Support Annex
EXHIBIT
B
Barclays
Capital
5
Xxx
Xxxxx Xxxxxxxxx
Xxxxxx
Xxxxx
Xxxxxx
X00 0XX
Tel
x00
(0)00 0000 0000
|
TO:
|
U.S.
Bank National Association, not in its individual capacity, but
solely as
Supplemental Interest Trust Trustee on behalf of the Supplemental
Interest
Trust with respect to the C-BASS Mortgage Loan Trust 2007-CB3,
C-BASS
Mortgage Loan Asset-Backed Certificates, Series 2007-CB3 (the
“Counterparty” or “Party B”)
|
|
ATTENTION:
|
C-BASS
2007-CB3
|
|
FROM:
|
BARCLAYS
BANK PLC (LONDON HEAD OFFICE) (“Barclays” or “Party A”)
|
|
SUBJECT:
|
Fixed
Income Derivatives Confirmation
|
|
DATE:
|
March
30, 2007
|
|
REFERENCE
NUMBER:
|
1677469B
|
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
(“Party
A”) and
U.S.
Bank National Association, not in its individual capacity, but solely as
supplemental interest trust trustee (the “Supplemental Interest Trust Trustee”)
on behalf of the supplemental interest trust with respect to the C-BASS
Mortgage
Loan Trust 2007-CB3, C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB3 (the “Supplemental Interest Trust”) (“Party
B”)
created
under the Pooling and Servicing Agreement, dated as of March 1, 2007 among
Citigroup Mortgage Loan Trust Inc., as depositor, Credit-Based Asset Servicing
and Securitization LLC, as seller, Xxxxxx Loan Servicing LP, as servicer
and
U.S. Bank National Association, as trustee (the
“Pooling
and Servicing Agreement”).
This
Confirmation evidences a complete and binding agreement between you and
us to
enter into the Transaction on the terms set forth below and replaces any
previous agreement between us with respect to the subject matter hereof.
This
Confirmation constitutes a “Confirmation”
and also
constitutes a “Schedule”
as
referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
Support
Annex to the Schedule.
|
1.
|
This
Confirmation shall supplement, form a part of, and be subject
to an
agreement in the form of the ISDA Master Agreement (Multicurrency
- Cross
Border) as published and copyrighted in 1992 by the International
Swaps
and Derivatives Association, Inc. (the “ISDA
Master Agreement”),
as if Party A and Party B had executed an agreement in such form
on the
date hereof, with a Schedule as set forth in Item 3 of this Confirmation,
and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
Subject
to New York Law Only version) as published and copyrighted in
1994 by the
International Swaps and Derivatives Association, Inc., with Paragraph
13
thereof as set forth in Annex A hereto (the “Credit
Support Annex”).
For the avoidance of doubt, the Transaction described herein
shall be the
sole Transaction governed by such ISDA Master Agreement. In the
event of
any inconsistency among any of the following documents, the relevant
document first listed shall govern: (i) this Confirmation, exclusive
of
the provisions set forth in Item 3 hereof and Annex A hereto;
(ii) the
provisions set forth in Item 3 hereof, which are incorporated
by reference
into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
and (v) the ISDA Master Agreement.
|
Each
reference herein to a “Section” (unless specifically referencing the Pooling and
Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
a reference to a Section of the ISDA Master Agreement; each herein reference
to
a “Part” will be construed as a reference to the provisions herein deemed
incorporated in a Schedule to the ISDA Master Agreement; each reference
herein
to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
Support Annex.
2. The
terms
of the particular Transaction to which this Confirmation relates are as
follows:
|
Type
of Transaction:
|
Interest
Rate Swap
|
|
|
Notional
Amount:
|
With
respect to any Calculation Period, the amount set forth for such
period on
Schedule I attached hereto.
|
|
|
Trade
Date:
|
March
30, 2007
|
|
|
Effective
Date:
|
Xxxxx
00, 0000
|
|
|
Xxxxxxxxxxx
Date:
|
May
25, 2011, subject to adjustment in accordance with the Following
Business
Day Convention; provided, however, that for the purpose of determining
the
final Fixed Rate Payer Period End Date, Termination Date shall
be subject
to No Adjustment.
|
|
|
Fixed
Amounts:
|
||
|
Fixed
Rate Payer:
|
Party
B
|
|
|
Fixed
Rate Payer
|
||
|
Payment
Dates:
|
The
25th calendar day of each month during the Term of this Transaction,
commencing April 25, 2007, and ending on the Termination Date,
with No
Adjustment.
|
|
|
Fixed
Amount:
|
To
be determined in accordance with the following formula:
|
|
|
250*Fixed
Rate*Notional Amount*Fixed Rate Day Count Fraction
|
||
|
Fixed
Rate:
|
4.88%
|
|
|
Fixed
Rate Day
|
||
|
Count
Fraction:
|
30/360
|
|
|
Floating
Amounts:
|
||
|
Floating
Rate Payer:
|
Party
A
|
|
|
Floating
Rate Payer
|
||
|
Period
End Dates:
|
The
25th calendar day of each month during the Term of this Transaction,
commencing April 25, 2007, and ending on the Termination Date,
subject to
adjustment in accordance with the Following Business Day
Convention.
|
|
|
Floating
Rate Payer
|
||
|
Payment
Dates:
|
Early
Payment shall be applicable. Each Floating Rate Payer Payment
Date shall
be one Business Day preceding each Floating Rate Payer Period
End Date.
Notwithstanding anything to the contrary in Section 2(c) of the
ISDA
Master Agreement, amounts that are payable with respect to the
same
Calculation Period shall be netted, as provided in Section 2(c)
of the
ISDA Master Agreement, even if such amounts are not due on the
same
Payment Date.
|
|
|
Floating
Rate Option:
|
USD-LIBOR-BBA
|
|
|
Floating
Amount:
|
To
be determined in accordance with the following formula:
|
|
|
250*Floating
Rate Option*Notional Amount*Floating Rate Day Count
Fraction
|
||
|
Designated
Maturity:
|
One
month.
|
|
|
Floating
Rate Day
|
||
|
Count
Fraction:
|
Actual/360
|
|
|
Reset
Dates:
|
The
first day of each Calculation Period.
|
|
|
Compounding:
|
Inapplicable
|
|
|
Business
Days:
|
New
York
|
|
|
Business
Day Convention:
|
Following
|
|
|
Calculation
Agent:
|
Party
A
|
|
|
Upfront
Payment:
|
USD14,000
to be paid by Credit-Based Asset Servicing and Securitization
LLC to Party
A on March 30, 2007
|
|
3. Provisions
Deemed Incorporated in a Schedule to the ISDA Master Agreement:
|
Part
1.
|
Termination
Provisions.
|
For
the
purposes of this Agreement:-
| (a) |
“Specified
Entity”
will not apply to Party A or Party B for any purpose.
|
| (b) |
“Specified
Transaction”
will have the meaning specified in Section
14.
|
| (c) |
Events
of Default.
|
The
statement below that an Event of Default will apply to a specific party
means
that upon the occurrence of such an Event of Default with respect to such
party,
the other party shall have the rights of a Non-defaulting Party under Section
6
of this Agreement; conversely, the statement below that such event will
not
apply to a specific party means that the other party shall not have such
rights.
| (i) |
The
“Failure
to Pay or Deliver”
provisions of Section 5(a)(i) will apply to Party A and will
apply to
Party B; provided, however, that notwithstanding anything to
the contrary
in Section 5(a)(i), any failure by Party A to comply with or
perform any
obligation to be complied with or performed by Party A under
the Credit
Support Annex shall not constitute an Event of Default under
Section
5(a)(i) unless (A) a Required Ratings Downgrade Event has occurred
and
been continuing for 30 or more Local Business Days and (B) such
failure is
not remedied on or before the third Local Business Day after
notice of
such failure is given to Party A.
|
| (ii) |
The
“Breach
of Agreement”
provisions of Section 5(a)(ii) will apply to Party A and will
not apply to
Party B; provided, however, that notwithstanding anything to
the contrary
in Section 5(a)(ii), 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)(ii) 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.
|
| (iii) |
The
“Credit
Support Default”
provisions of Section 5(a)(iii) will apply to Party A and will
not apply
to Party B except that Section 5(a)(iii)(1) will apply to Party
B solely
in respect of Party B’s obligations under Paragraph 3(b) of the Credit
Support Annex; provided, however, that notwithstanding anything
to the
contrary in Section 5(a)(iii)(1), any failure by Party A to comply
with or
perform any obligation to be complied with or performed by Party
A under
the Credit Support Annex shall not constitute an Event of Default
under
Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
has
occurred and been continuing for 30 or more Local Business Days
and (B)
such failure is not remedied on or before the third Local Business
Day
after notice of such failure is given to Party
A.
|
| (iv) |
The
“Misrepresentation”
provisions of Section 5(a)(iv) will apply to Party A and will
not apply to
Party B.
|
| (v) |
The
“Default
under Specified Transaction”
provisions of Section 5(a)(v) will not apply to Party A and will
not apply
to Party B.
|
| (vi) |
The
“Cross
Default”
provisions of Section 5(a)(vi) will apply to Party A and will
not apply to
Party B. For purposes of Section 5(a)(vi), solely with respect
to Party
A:
|
“Specified
Indebtedness” will have the meaning specified in Section 14,except that such
term shall not include obligations in respect of deposits received in the
ordinary course of Party A’s banking business.
“Threshold
Amount” means with respect to Party A an amount equal to three percent (3%) of
the Shareholders’ Equity of Party A or, if applicable, the Eligible Guarantor.
“Shareholders’
Equity” means with respect to an entity, at any time, the sum (as shown in the
most recent annual audited financial statements of such entity) of (i)
its
capital stock (including preferred stock) outstanding, taken at par value,
(ii)
its capital surplus and (iii) its retained earnings, minus (iv) treasury
stock,
each to be determined in accordance with generally accepted accounting
principles.
| (vii) |
The
“Bankruptcy”
provisions of Section 5(a)(vii) will apply to Party A and will
apply to
Party B except that the provisions of Section 5(a)(vii)(2), (6)
(to the
extent that such provisions refer to any appointment contemplated
or
effected by the Pooling and Servicing Agreement or any appointment
to
which Party B has not become subject), (7) and (9) will not apply
to Party
B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
is
hereby amended by adding after the words “against it” the words
“(excluding any proceeding or petition instituted or presented
by Party A
or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
(4) as amended, (5), (6) as amended, or
(7)”.
|
| (viii) |
The
“Merger
Without Assumption”
provisions of Section 5(a)(viii) will apply to Party A and will
apply to
Party B.
|
| (d) |
Termination
Events.
|
The
statement below that a Termination Event will apply to a specific party
means
that upon the occurrence of such a Termination Event, if such specific
party is
the Affected Party with respect to a Tax Event, the Burdened Party with
respect
to a Tax Event Upon Merger (except as noted below) or the non-Affected
Party
with respect to a Credit Event Upon Merger, as the case may be, such specific
party shall have the right to designate an Early Termination Date in accordance
with Section 6 of this Agreement; conversely, the statement below that
such an
event will not apply to a specific party means that such party shall not
have
such right; provided, however, with respect to “Illegality” the statement that
such event will apply to a specific party means that upon the occurrence
of such
a Termination Event with respect to such party, either party shall have
the
right to designate an Early Termination Date in accordance with Section
6 of
this Agreement.
| (i) |
The
“Illegality”
provisions of Section 5(b)(i) will apply to Party A and will
apply to
Party B.
|
| (ii) |
The
“Tax
Event”
provisions of Section 5(b)(ii) will apply to Party A except that,
for
purposes of the application of Section 5(b)(ii) to Party A, Section
5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
a taxing authority, or brought in a court of competent jurisdiction,
on or
after the date on which a Transaction is entered into (regardless
of
whether such action is taken or brought with respect to a party
to this
Agreement) or (y)”, and the “Tax
Event”
provisions of Section 5(b)(ii) will apply to Party B.
|
| (iii) |
The
“Tax
Event Upon Merger”
provisions of Section 5(b)(iii) will apply to Party A and will
apply to
Party B, provided that Party A shall not be entitled to designate
an Early
Termination Date by reason of a Tax Event upon Merger in respect
of which
it is the Affected Party.
|
| (iv) |
The
“Credit
Event Upon Merger”
provisions of Section 5(b)(iv) will not apply to Party A and
will not
apply to Party B.
|
| (e) |
The
“Automatic
Early Termination”
provision of Section 6(a) will not apply to Party A and will
not apply to
Party B.
|
| (f) |
Payments
on Early Termination.
For the purpose of Section 6(e) of this
Agreement:
|
| (i) |
Market
Quotation will apply, provided, however, that, in the event of
a
Derivative Provider Trigger Event, the following provisions will
apply:
|
|
(A)
|
The
definition of Market Quotation in Section 14 shall be deleted
in its
entirety and replaced with the
following:
|
“Market
Quotation” means,
with respect to one or more Terminated Transactions, a Firm Offer which
is (1)
made by a Reference Market-maker that is an Eligible Replacement, (2) for
an
amount that would be paid to Party B (expressed as a negative number) or
by
Party B (expressed as a positive number) in consideration of an agreement
between Party B and such Reference Market-maker to enter into a Replacement
Transaction, and (3) made on the basis that Unpaid Amounts in respect of
the
Terminated Transaction or group of Transactions are to be excluded but,
without
limitation, any payment or delivery that would, but for the relevant Early
Termination Date, have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date is to be
included.
|
(B)
|
The
definition of Settlement Amount shall be deleted in its entirety
and
replaced with the following:
|
“Settlement
Amount”
means,
with respect to any Early Termination Date, an amount (as determined by
Party B)
equal to:
|
(a)
|
If
a Market Quotation for the relevant Terminated Transaction or
group of
Terminated Transactions is accepted by Party B so as to become
legally
binding on or before the day falling ten Local Business Days
after the day
on which the Early Termination Date is designated, or such later
day as
Party B may specify in writing to Party A, but in either case
no later
than one Local Business Day prior to the Early Termination Date
(such day,
the “Latest Settlement Amount Determination Day”), the Termination
Currency Equivalent of the amount (whether positive or negative)
of such
Market Quotation;
|
|
(b)
|
If,
on the Latest Settlement Amount Determination Day, no Market
Quotation for
the relevant Terminated Transaction or group of Terminated Transactions
has been accepted by Party B so as to become legally binding
and one or
more Market Quotations from
Approved Replacements have
been made and remain capable of becoming legally binding upon
acceptance,
the Settlement Amount shall equal the Termination Currency Equivalent
of
the amount (whether positive or negative) of the lowest of such
Market
Quotations (for the avoidance of doubt, the lowest of such Market
Quotations shall be the lowest Market Quotation of
such Market Quotations
expressed as a positive number or, if any of such Market Quotations
is
expressed as a negative number, the Market Quotation expressed
as a
negative number with the largest absolute value);
or
|
|
(c)
|
If,
on the Latest Settlement Amount Determination Day, no Market
Quotation for
the relevant Terminated Transaction or group of Terminated Transactions
is
accepted by Party B so as to become legally binding and no Market
Quotation from an Approved Replacement remains capable of becoming
legally
binding upon acceptance, the Settlement Amount shall equal Party
B’s Loss
(whether positive or negative and without reference to any Unpaid
Amounts)
for the relevant Terminated Transaction or group of Terminated
Transactions.
|
|
(C)
|
Party
A may obtain Market Quotations, and if Party B requests Party
A in writing
to obtain Market Quotations, Party A shall use its reasonable
efforts to
do so before the Latest Settlement Amount Determination
Day.
|
|
(D)
|
If
the Settlement Amount is a negative number, Section 6(e)(i)(3)
shall be
deleted in its entirety and replaced with the
following:
|
“(3)
Second
Method and Market Quotation.
If the
Second Method and Market Quotation apply, (I) Party B shall pay to Party
A an
amount equal to the absolute value of the Settlement Amount in respect
of the
Terminated Transactions, (II) Party B shall pay to Party A the Termination
Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
A
shall pay to Party B the Termination Currency Equivalent of the Unpaid
Amounts
owing to Party B; provided, however, that (x) the amounts payable under
the
immediately preceding clauses (II) and (III) shall be subject to netting
in
accordance with Section 2(c) of this Agreement and (y) notwithstanding
any other
provision of this Agreement, any amount payable by Party A under the immediately
preceding clause (III) shall not be netted-off against any amount payable
by
Party B under the immediately preceding clause (I).”
|
(E)
|
At
any time on or before the Latest Settlement Amount Determination
Day at
which two or more Market Quotations from Approved Replacements
remain
capable of becoming legally binding upon acceptance, Party B
shall be
entitled to accept only the lowest of such Market Quotations
(for the
avoidance of doubt, the lowest of such Market Quotations shall
be the
lowest Market Quotation of such Market Quotations expressed as
a positive
number or, if any of such Market Quotations is expressed as a
negative
number, the Market Quotation expressed as a negative number with
the
largest absolute value).
|
| (i) |
The
Second Method will apply.
|
(g) “Termination
Currency”
means
USD.
|
(h)
|
Additional
Termination Events.
Additional Termination Events will apply as provided in Part
5(c).
|
Part
2. Tax
Matters.
(a) Tax
Representations.
|
(i)
|
Payer
Representations.
For the purpose of Section 3(e) of this Agreement:
|
(A)
Party
A
makes the following representation(s):
None.
(B)
Party
B
makes the following representation(s):
None.
(ii) Payee
Representations.
For the
purpose of Section 3(f) of this Agreement:
(A) Party
A
makes the following representation(s):
None.
(B) Party
B
makes the following representation(s):
None.
|
(b)
|
Tax
Provisions.
|
| (i) |
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 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, and Section 2(d)(i)(4)
shall not apply to Party B as X, and Section 2(d)(ii) shall not
apply to
Party B as Y, in each case such that Party B shall not be required
to pay
any additional amounts referred to
therein.
|
Part
3. Agreement
to Deliver Documents.
(a) For
the
purpose of Section 4(a)(i), tax forms, documents, or certificates to be
delivered are:
|
Party
required
to
deliver document
|
Form/Document/Certificate
|
Date
by which
to
be
delivered
|
||
|
Party
A
|
A
properly completed and executed United States Internal Revenue
Service
Form W-8BEN and 8ECI (or any successor thereto) with respect
to any
payments received or to be received by Party A that eliminates
U.S.
federal withholding and backup withholding Tax on payments to
Party A
under this Agreement.
|
(i)
upon execution of this Agreement, (ii) on or before the first
payment date
under this Agreement, including any Credit Support Document,
(iii)
promptly upon the reasonable demand by Party B, (iv) prior to
the
expiration or obsolescence of any previously delivered form,
and (v)
promptly upon the information on any such previously delivered
form
becoming inaccurate or incorrect.
|
||
|
Party
B
|
(i)
Upon execution of this Agreement, an original properly completed
and
executed United States Internal Revenue Service Form W-9 (or
any successor
thereto) with respect to any payments received or to be received
by the
initial beneficial owner of payments to Party B under this Agreement,
and
(ii) thereafter, the appropriate tax certification form (i.e.,
IRS Form
W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable
(or any
successor form thereto)) with respect to any payments received
or to be
received by the beneficial owner of payments to Party B under
this
Agreement from time to time.
|
(i)
upon execution of this Agreement, (ii) on or before the first
payment date
under this Agreement, including any Credit Support Document,
(iii) 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 A, (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 reasonably 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
|
Promptly
upon request after becoming publicly available
|
Yes
|
|||
|
Party
A
|
Opinions
of counsel to Party A substantially in the form of Exhibit A
to this
Confirmation
|
Upon
the execution and delivery of this Agreement
|
No
|
|||
|
Party
B
|
An
opinion of counsel to Party B reasonably satisfactory to Party
A
|
Upon
the execution and delivery of this Agreement
|
No
|
|||
|
Party
B
|
An
executed copy of the Pooling and Servicing Agreement
|
Promptly
following finalization thereof
|
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:
|
5
Xxx Xxxxx Xxxxxxxxx
|
|
|
Xxxxxx
Xxxxx
|
||
|
Xxxxxx
X00 0XX
|
||
|
Facsimile:
|
00
(00) 000 00000
|
|
|
Phone:
|
00
(00) 000 00000
|
|
|
(For
all purposes)
|
||
|
Address
for notices or communications to Party B:
|
||
|
Address:
|
U.S.
Bank National Association
|
|
|
EP-MN-WS3D
|
||
|
00
Xxxxxxxxxx Xxxxxx
|
||
|
Xx.
Xxxx, Xxxxxxxxx 00000
|
||
|
Attention:
|
Structured
Finance—X-XXXX 0000-XX0
|
|
|
Xxxxxxxxx:
|
(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.
(d) Multibranch
Party.
For the
purpose of Section 10(c) of this Agreement:
Party
A
is not a Multibranch Party.
Party
B
is not a Multibranch Party.
|
(e)
|
Calculation
Agent.
The Calculation Agent is Party A; provided, however, that if
an Event of
Default shall have occurred with respect to Party A, Party B
shall have
the right to appoint as Calculation Agent a third party, reasonably
acceptable to Party A, the cost for which shall be borne by Party
A.
|
(f) Credit
Support Document.
|
Party
A:
|
The
Credit Support Annex, and any guarantee in support of Party A’s
obligations under this Agreement.
|
|
|
Party
B:
|
The
Credit Support Annex, solely in respect of Party B’s obligations under
Paragraph 3(b) of the Credit Support
Annex.
|
(g) Credit
Support Provider.
|
Party
A:
|
The
guarantor under any guarantee in support of Party A’s obligations under
this Agreement.
|
|
|
Party
B:
|
None.
|
|
(h)
|
Governing
Law.
The parties to this Agreement hereby agree that the law of the
State of
New York shall govern their rights and duties in whole (including
any
claim or controversy arising out of or relating to this Agreement),
without regard to the conflict of law provisions thereof other
than New
York General Obligations Law Sections 5-1401 and 5-1402.
|
|
(i)
|
Netting
of Payments.
The parties agree that subparagraph (ii) of Section 2(c) will
apply to
each Transaction hereunder.
|
|
(j)
|
Affiliate.“Affiliate”
shall have the meaning assigned thereto in Section 14; provided,
however,
that Party B shall be deemed to have no Affiliates for purposes
of this
Agreement, including for purposes of Section
6(b)(ii).
|
Part
5. 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)
Conditions
Precedent. Section
2(a)(iii) is hereby amended by adding the following at the end thereof:
Notwithstanding
anything to the contrary in Section 2(a)(iii)(1), if an Event of Default
with
respect to Party B or Potential Event of Default with respect to Party
B has
occurred and been continuing for more than 30 Local Business Days and no
Early
Termination Date in respect of the Affected Transactions has occurred or
been
effectively designated by Party A, the obligations of Party A under Section
2(a)(i) shall cease to be subject to the condition precedent set forth
in
Section 2(a)(iii)(1) with respect to such specific occurrence of such Event
of
Default or such Potential Event of Default (the “Specific
Event”);
provided, however, for the avoidance of doubt, the obligations of Party
A under
Section 2(a)(i) shall be subject to the condition precedent set forth in
Section
2(a)(iii)(1) (subject to the foregoing) with respect to any subsequent
occurrence of the same Event of Default with respect to Party B or Potential
Event of Default with respect to Party B after the Specific Event has ceased
to
be continuing and with respect to any occurrence of any other Event of
Default
with respect to Party B or Potential Event of Default with respect to Party
B
that occurs subsequent to the Specific Event.
|
(iii)
|
Change
of Account.
Section 2(b) is hereby amended by the addition of the following
after the
word “delivery” in the first line
thereof:
|
“to
another account in the same legal and tax jurisdiction as the original
account”.
|
(iv)
|
Representations.
Section 3 is hereby amended by adding at the end thereof the
following
subsection (g):
|
|
“(g)
|
Relationship
Between Parties.
|
|
(1)
|
Non-Reliance.
It is not relying on any communication (written or oral) of the
other
party as investment advice or as a recommendation to enter into
that
Transaction, it being understood that information and explanations
related
to the terms and conditions of a Transaction will not be considered
investment advice or a recommendation to enter into that Transaction.
No
communication (written or oral) received from the other party
will be
deemed to be an assurance or guarantee as to the expected results
of that
Transaction.
|
|
(2)
|
Assessment
and Understanding. It is capable of assessing the merits of and
understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and
risks of
that Transaction. It is also capable of assuming, and assumes,
the risks
of that Transaction.
|
|
(3)
|
Purpose.
It is entering into the Transaction for the purposes of managing
its
borrowings or investments, hedging its underlying assets or liabilities
or
in connection with a line of business.
|
|
(4)
|
Status
of Parties. The other party is not acting as fiduciary for or
advisor to
it in respect of the Transaction.
|
|
(5)
|
Eligible
Contract Participant. It is an “eligible contract participant” as defined
in Section 1(a)(12) of the Commodity Exchange Act, as
amended.”
|
|
(v)
|
Reserved.
|
|
(vi)
|
Jurisdiction.
Section
13(b) is hereby amended by: (i) deleting in the second line of
subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
end of subparagraph (i) and inserting “.” in lieu thereof, and (iii)
deleting the final paragraph
thereof.
|
|
(vii)
|
Local
Business Day.
The definition of Local Business Day in Section 14 is hereby
amended by
the addition of the words “or any Credit Support Document” after “Section
2(a)(i)” and the addition of the words “or Credit Support Document” after
“Confirmation”.
|
|
(c)
|
Additional
Termination Events.
The following Additional Termination Events will
apply:
|
| (i) |
First
Rating Trigger Collateral.
If
(A) it is not the case that a Xxxxx’x Second Trigger Ratings Event has
occurred and been continuing for 30 or more Local Business Days
and (B)
Party
A has failed to comply with or perform any obligation to be complied
with
or performed by Party A in accordance with the Credit Support
Annex, then
an Additional Termination Event shall have occurred with respect
to Party
A and Party A shall be the sole Affected Party with respect to
such
Additional Termination Event.
|
| (ii) |
Second
Rating Trigger Replacement.
If
(A) a Required Ratings Downgrade Event has occurred and been
continuing
for 30 or more Local Business Days and (B) (i) at least one Eligible
Replacement has made a Firm Offer to be the transferee of all
of Party A’s
rights and obligations under this Agreement (and such Firm Offer
remains
an offer that will become legally binding upon such Eligible
Replacement
upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
has made
a Firm Offer to provide an Eligible Guarantee (and such Firm
Offer remains
an offer that will become legally binding upon such Eligible
Guarantor
immediately upon acceptance by the offeree), then an Additional
Termination Event shall have occurred with respect to Party A
and Party A
shall be the sole Affected Party with respect to such Additional
Termination Event.
|
|
(iii)
|
Amendment
of 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), an amendment is made to the Pooling and
Servicing
Agreement which amendment could reasonably be expected to have
a material
adverse effect on the interests of Party A (excluding, for the
avoidance
of doubt, any amendment to the Pooling and Servicing Agreement
that is
entered into solely for the purpose of appointing a successor
servicer,
master servicer, securities administrator, trustee or other service
provider) under this Agreement, an Additional Termination Event
shall have
occurred with respect to Party B and Party B shall be the sole
Affected
Party with respect to such Additional Termination Event.
|
|
(iv)
|
Optional
Termination of Securitization.
An
Additional Termination Event shall occur upon the notice to
Certificateholders of an Optional Termination becoming unrescindable
in
accordance with Article IX of the Pooling and Servicing Agreement
(such
notice, the “Optional
Termination Notice”).
With respect to such Additional Termination Event: (A) Party
B shall be
the sole Affected Party; (B) notwithstanding anything to the
contrary in
Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date
specified
in the Optional Termination Notice is hereby designated as the
Early
Termination Date for this Additional Termination Event in respect
of all
Affected Transactions; (C) Section 2(a)(iii)(2) shall not be
applicable to
any Affected Transaction in connection with the Early Termination
Date
resulting from this Additional Termination Event; notwithstanding
anything
to the contrary in Section 6(c)(ii), payments and deliveries
under Section
2(a)(i) or Section 2(e) in respect of the Terminated Transactions
resulting from this Additional Termination Event will be required
to be
made through and including the Early Termination Date designated
as a
result of this Additional Termination Event; provided, for the
avoidance
of doubt, that any such payments or deliveries that are made
on or prior
to such Early Termination Date will not be treated as Unpaid
Amounts in
determining the amount payable in respect of such Early Termination
Date;
(D) notwithstanding anything to the contrary in Section 6(d)(i),
(I) if,
no later than 4:00 pm New York City time on the day that is four
Business
Days prior to the final Distribution Date specified in the Optional
Termination Notice, the Trustee requests the amount of the Estimated
Swap
Termination Payment, Party A shall provide to the Trustee in
writing
(which may be done in electronic format) the amount of the Estimated
Swap
Termination Payment no later than 2:00 pm New York City time
on the
following Business Day and (II) if the Trustee provides written
notice
(which may be done in electronic format) to Party A no later
than two
Business Days prior to the final Distribution Date specified
in the
Optional Termination Notice that all requirements of the Optional
Termination have been met, then Party A shall, no later than
one Business
Day prior to the final Distribution Date specified in the Optional
Termination Notice, make the calculations contemplated by Section
6(e) of
the ISDA Master Agreement (as amended herein) and provide to
the Trustee
in writing (which may be done in electronic format) the amount
payable by
either Party B or Party A in respect of the related Early Termination
Date
in connection with this Additional Termination Event; provided,
however,
that the amount payable by Party B, if any, in respect of the
related
Early Termination Date shall be the lesser of (x) the amount
calculated to
be due from Party B pursuant to Section 6(e) and (y) the Estimated
Swap
Termination Payment; and (E) notwithstanding anything to the
contrary in
this Agreement, any amount due from Party B to Party A in respect
of this
Additional Termination Event will be payable on the final Distribution
Date specified in the Optional Termination Notice and any amount
due from
Party A to Party B in respect of this Additional Termination
Event will be
payable one Business Day prior to the final Distribution Date
specified in
the Optional Termination Notice.
|
The
Securities Administrator shall be an express third party beneficiary of
this
Agreement as if a party hereto to the extent of the Securities Administrator’s
rights specified herein.
|
(d)
|
Required
Ratings Downgrade Event.
In
the event that no Relevant Entity has credit ratings at least
equal to the
Required Ratings Threshold, then Party A shall, as soon as reasonably
practicable and so long as a Required Ratings Downgrade Event
is in
effect, at its own expense, use commercially reasonable efforts
to procure
either (A) a Permitted Transfer or (B) an Eligible
Guarantee.
|
|
(e)
|
Item
1115 Agreement.
Party A and Party B hereby agree that the terms of the Item 1115
Agreement, dated as of March 30, 2007, (the “Item
1115 Agreement”),
among Credit-Based Asset Servicing and Securitization LLC (“Sponsor”),
Citigroup Mortgage Loan Trust Inc. (“Depositor”) and Barclays Bank PLC
(the “Derivative Provider”) shall be incorporated by reference into this
Agreement and Party B shall be an express third party beneficiary
of the
Item 1115 Agreement. A copy of the Item 1115 Agreement is annexed
hereto
at Annex B.
|
|
(f)
|
Transfers.
|
(i)
Section
7
is hereby amended to read in its entirety as follows:
“Except
with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
5(d),
the Item 1115 Agreement, 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 (such consent not to be unreasonably withheld),
and
(b) the Rating Agency Condition has been satisfied with respect to S&P,
Fitch and DBRS, except that:
| (a) |
a
party may make such a transfer of this Agreement pursuant to
a
consolidation or amalgamation with, or merger with or into, or
transfer of
all or substantially all its assets to, another entity (but without
prejudice to any other right or remedy under this Agreement);
and
|
| (b) |
a
party may make such a transfer of all or any part of its interest
in any
amount payable to it from a Defaulting Party under Section
6(e).
|
At
any
time at which no Relevant Entity has credit ratings at least equal to the
Approved Ratings Threshold, Party A may make a Permitted Transfer.”
|
(ii)
|
If
an Eligible Replacement has made a Firm Offer (which remains
an offer that
will become legally binding upon acceptance by Party B) to be
the
transferee pursuant to a Permitted Transfer, Party B shall, at
Party A’s
written request and at Party A’s expense, take any reasonable steps
required to be taken by Party B to effect such transfer.
|
|
(g)
|
Non-Recourse.
Party A acknowledges and 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
Supplemental Interest Trust and the proceeds thereof, in accordance
with
the priority of payments and other terms of the Pooling and Servicing
Agreement and that Party A will not have any recourse to any
of the
directors, officers, employees, shareholders or affiliates of
the Party B
with respect to any claims, losses, damages, liabilities, indemnities
or
other obligations in connection with any transactions contemplated
hereby.
In the event that the Supplemental Interest Trust and the proceeds
thereof, should be insufficient to satisfy all claims outstanding
and
following the realization of the account held by the Supplemental
Interest
Trust and the proceeds thereof, any claims against or obligations
of Party
B under the ISDA Master Agreement or any other confirmation thereunder
still outstanding shall be extinguished and thereafter not revive.
The
Supplemental Interest Trust Trustee shall not have liability
for any
failure or delay in making a payment hereunder to Party A due
to any
failure or delay in receiving amounts in the account held by
the
Supplemental Interest Trust from the Trust created pursuant to
the Pooling
and Servicing Agreement. This provision will survive the termination
of
this Agreement.
|
|
(h)
|
Timing
of Payments by Party B upon Early Termination.
Notwithstanding anything to the contrary in Section 6(d)(ii),
to the
extent that all or a portion (in either case, the “Unfunded
Amount”)
of any amount that is calculated as being due in respect of any
Early
Termination Date under Section 6(e) from Party B to Party A will
be paid
by Party B from amounts other than any upfront payment paid to
Party B by
an Eligible Replacement that has entered a Replacement Transaction
with
Party B, then such Unfunded Amount shall be due on the next subsequent
Distribution Date following the date on which the payment would
have been
payable as determined in accordance with Section 6(d)(ii), and
on any
subsequent Distribution Dates until paid in full (or if such
Early
Termination Date is the final Distribution Date, on such final
Distribution Date); provided, however, that if the date on which
the
payment would have been payable as determined in accordance with
Section
6(d)(ii) is a Distribution Date, such payment will be payable
on such
Distribution Date. For the avoidance of doubt, interest on any
payment due
in respect of an Early Termination Date under Section 6(e) will
in all
events accrue interest from (and including) such Early Termination
Date to
(but excluding) the date on which the relevant payment is
made.
|
|
(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.
|
|
(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.”.
|
|
(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, Fitch and
DBRS.
|
|
(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.
|
(m) Proceedings.
No
Relevant Entity shall institute against, or cause any other person to institute
against, or join any other person in instituting against Party B, the
Supplemental Interest Trust, or the trust formed pursuant to the Pooling
and
Servicing Agreement, in any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings or other proceedings under any federal or state
bankruptcy or similar law for a period of one year (or, if longer, the
applicable preference period) and one day following payment in full of
the
Certificates and any Notes; provided, however, that nothing will preclude,
or be
deemed to stop, Party A (i) from taking any action prior to the expiration
of
the aforementioned one year and one day period, or if longer the applicable
preference period then in effect, in (A) any case or proceeding voluntarily
filed or commenced by Party B or (B) any involuntary insolvency proceeding
commenced by a Person other than Party A, or (ii) from commencing against
Party
B or any of the Collateral any legal action which is not a bankruptcy,
reorganization, arrangement, insolvency, moratorium, liquidation or similar
proceeding. This provision will survive the termination of this
Agreement.
|
(n)
|
Supplemental
Interest Trust Trustee Liability Limitations.
It
is expressly understood and agreed by the parties hereto that
(a) this
Agreement is executed by U.S. Bank National Association (“U.S. Bank”) not
in its individual capacity, but solely as Supplemental Interest
Trust
Trustee on behalf of the Supplemental Interest Trust in the exercise
of
the powers and authority conferred and invested in it under the
Pooling
and Servicing Agreement; (b) U.S. Bank has been directed pursuant
to the
Pooling and Servicing Agreement to enter into this Agreement
and to
perform its obligations hereunder; (c) each of the representations,
undertakings and agreements herein made on behalf of the Supplemental
Interest Trust or on the part of Party B is made and intended
not as
personal representations of U.S. Bank but is made and intended
for the
purpose of binding only the Supplemental Interest Trust; and
(d) under no
circumstances shall U.S.
Bank in its individual capacity be personally liable for any
payments
hereunder or for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken under this Agreement,
as to all of
which recourse shall be had solely to the assets of the Supplemental
Interest Trust in accordance with the terms of the Pooling and
Servicing
Agreement.
|
|
(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 Supplemental Interest
Trust
Trustee as its agent under the Pooling and Servicing Agreement
to carry
out certain functions on behalf of Party B, and that the Supplemental
Interest Trust Trustee shall be entitled to give notices and
to perform
and satisfy the obligations of Party B hereunder on behalf of
Party
B.
|
|
(q)
|
Escrow
Payments.
If
(whether by reason of the time difference between the cities
in which
payments are to be made or otherwise) it is not possible for
simultaneous
payments to be made on any date on which both parties are required
to make
payments hereunder, either Party may at its option and in its
sole
discretion notify the other Party that payments on that date
are to be
made in escrow. In this case deposit of the payment due earlier
on that
date shall be made by 2:00 pm (local time at the place for the
earlier
payment) on that date with an escrow agent selected by the notifying
party, accompanied by irrevocable payment instructions (i) to
release the
deposited payment to the intended recipient upon receipt by the
escrow
agent of the required deposit of any corresponding payment payable
by the
other party on the same date accompanied by irrevocable payment
instructions to the same effect or (ii) if the required deposit
of the
corresponding payment is not made on that same date, to return
the payment
deposited to the party that paid it into escrow. The party that
elects to
have payments made in escrow shall pay all costs of the escrow
arrangements.
|
|
(r)
|
Consent
to Recording.
Each party hereto consents to the monitoring or recording, at
any time and
from time to time, by the other party of any and all communications
between trading, marketing, and operations personnel of the parties
and
their Affiliates, waives any further notice of such monitoring
or
recording, and agrees to notify such personnel of such monitoring
or
recording.
|
|
(s)
|
Waiver
of Jury Trial.
Each party waives any right it may have to a trial by jury in
respect of
any in respect of any suit, action or proceeding relating to
this
Agreement or any Credit Support Document.
|
|
(t)
|
Form
of ISDA Master Agreement. Party
A and Party B hereby agree that the text of the body of the ISDA
Master
Agreement is intended to be the printed form of the ISDA Master
Agreement
(Multicurrency - Crossborder) as published and copyrighted in
1992 by the
International Swaps and Derivatives Association,
Inc.
|
|
(u)
|
Payment
Instructions.
Party A hereby agrees that, unless notified in writing by Party
B of other
payment instructions, any and all amounts payable by Party A
to Party B
under this Agreement shall be paid to the account specified in
Item 4 of
this Confirmation, below.
|
|
(v)
|
Additional
representations.
|
Party A represents to Party B on the date on which Party A enters into
each
Transaction this Agreement that it is entering into the Agreement and the
Transaction as principal and not as agent of any person. Party B represents
to
Party A on the date on which Party B enters into each Transaction this
Agreement
that it is entering into the Agreement and the Transaction not in its individual
capacity but solely as Supplemental Interest Trust Trustee on behalf of
the
Supplemental Interest Trust.
|
(w)
|
Acknowledgements.
|
|
(i)
|
Substantial
financial transactions.
Each party hereto is hereby advised and acknowledges as of the
date hereof
that the other party has engaged in (or refrained from engaging
in)
substantial financial transactions and has taken (or refrained
from
taking) other material actions in reliance upon the entry by
the parties
into the Transaction being entered into on the terms and conditions
set
forth herein and in the Pooling and Servicing Agreement relating
to such
Transaction, as applicable. This paragraph shall be deemed repeated
on the
trade date of each Transaction.
|
|
(ii)
|
Bankruptcy
Code.
Subject to Part 5(m), without limiting the applicability if any,
of any
other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy
Code”) (including without limitation Sections 362, 546, 556, and 560
thereof and the applicable definitions in Section 101 thereof),
the
parties acknowledge and agree that all Transactions entered into
hereunder
will constitute “forward contracts” or “swap agreements” as defined in
Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
Section 761 of the Bankruptcy Code, that the rights of the parties
under
Section 6 of this Agreement will constitute contractual rights
to
liquidate Transactions, that any margin or collateral provided
under any
margin, collateral, security, pledge, or similar agreement related
hereto
will constitute a “margin payment” as defined in Section 101 of the
Bankruptcy Code, and that the parties are entities entitled to
the rights
under, and protections afforded by, Sections 362, 546, 556, and
560 of the
Bankruptcy Code.
|
(x)
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, the Xxxxx’x First Trigger
Ratings Threshold, the Fitch Approved Ratings Threshold and the DBRS Approved
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.
“DBRS”
means
Dominion Bond Rating Service, or any successor thereto.
“DBRS
Approved 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
from
DBRS of “AA(low)” and a short-term unsecured and unsubordinated debt rating from
DBRS of “R-1(middle)”.
“DBRS
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 from DBRS of
“BBB”.
“Derivative
Provider Trigger Event”
means
(i) an Event of Default with respect to which Party A is a Defaulting Party,
(ii) a Termination Event with respect to which Party A is the sole Affected
Party or (iii) an Additional Termination Event with respect to which Party
A is
the sole Affected Party.
“Eligible
Guarantee”
means an
unconditional and irrevocable guarantee of all present and future obligations
(for the avoidance of doubt, not limited to payment obligations) of Party
A (or
an Eligible Replacement) to Party B under this Agreement that is provided
by an
Eligible Guarantor as principal debtor rather than surety and that is directly
enforceable by Party B, the form and substance of which guarantee are subject
to
the Rating Agency Condition with respect to S&P, Fitch and DBRS, and either
(A) a law firm has given a legal opinion confirming that none of the guarantor’s
payments to Party B under such guarantee will be subject to Tax
collected by withholding or
(B)
such guarantee provides that, in the event that any of such guarantor’s payments
to Party B are subject to Tax collected by withholding, such guarantor
is
required to pay such additional amount as is necessary to ensure that the
net
amount actually received by Party B (free and clear of any Tax collected
by
withholding) will equal the full amount Party B would have received had
no such
withholding been required.
“Eligible
Guarantor” means
an
entity that (A) has credit ratings from S&P, Fitch and DBRS at least equal
to the S&P/Fitch/DBRS Approved Ratings Threshold and (B) has credit ratings
from Xxxxx’x at least equal to the Xxxxx’x Second Trigger Ratings Threshold,
provided, for the avoidance of doubt, that an Eligible Guarantee of an
Eligible
Guarantor with credit ratings below the Xxxxx’x 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 Xxxxx’x.
“Eligible
Replacement”
means an
entity (A) (i) (a) that has credit ratings from S&P, Fitch and DBRS at least
equal to the S&P, Fitch and DBRS 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
and (B) that has executed an Item 1115 Agreement with Depositor.
“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) of the ISDA Master Agreement, 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.
“Fitch”
means
Fitch Ratings Ltd., or any successor thereto.
“Fitch
Approved 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
from
Fitch of “A” and a short-term unsecured and unsubordinated debt rating from
Fitch of “F1”.
“Fitch
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
from
Fitch of “BBB-”.
“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),
the
Item 1115 Agreement, or the second sentence of Section 7 (as amended herein)
to
a transferee (the “Transferee”)
of all,
but not less than all, of Party A’s rights, liabilities, duties and obligations
under this Agreement, with
respect to which transfer each of the following conditions is
satisfied:
(a) the
Transferee is an Eligible Replacement; (b) Party A and the Transferee are
both
“dealers in notional principal contracts” within the meaning of Treasury
regulations section 1.1001-4; (c) as of the date of such transfer the Transferee
would not be required to withhold or deduct on account of Tax from any
payments
under this Agreement or would be required to gross up for such Tax under
Section
2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
as a
result of such transfer; (e) pursuant to a written instrument (the “Transfer
Agreement”),
the
Transferee acquires and assumes all rights and obligations of Party A under
the
Agreement and the relevant Transaction; (f) Party B shall have determined,
in
its sole discretion, acting in a commercially reasonable manner, that such
Transfer Agreement is effective to transfer to the Transferee all, but
not less
than all, of Party A’s rights and obligations under the Agreement and all
relevant Transactions; (g) Party A will be responsible for any costs or
expenses
incurred in connection with such transfer (including any replacement cost
of
entering into a replacement transaction); (h) either (A) Moody’s has been given
prior written notice of such transfer and the Rating Agency Condition is
satisfied with respect to S&P, Fitch and DBRS 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) or Part 5(v), notice information and account details; and 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.
“Required
Ratings Threshold” means
each of the S&P Required Ratings Threshold, the Moody’s Second Trigger
Ratings Threshold, the Fitch Required Ratings Threshold and the DBRS Required
Ratings Threshold.
“S&P”
means
Standard & Poor's Rating Services, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor thereto.
“S&P
Approved Ratings Threshold”
means,
with respect to Party A, the guarantor under an Eligible Guarantee or an
Eligible Replacement, a short-term unsecured and unsubordinated debt rating
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 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, Xxxxx’x, Fitch and
DBRS, to the extent that each such rating agency is then providing a rating
for
any of the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2007-CB2
(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:
|
Correspondent:
BARCLAYS BANK PLC NEW YORK
|
|
|
FEED:
000000000
|
||
|
Beneficiary:
BARCLAYS SWAPS
|
||
|
Beneficiary
Account: 000-00000-0
|
||
|
Payments
to Party B:
|
US
Bank N.A
|
|
|
ABA
000000000
|
||
|
DDA
173103322058
|
||
|
REF#
C-BASS 2007-CB3 Swap Acct 111955002
|
||
|
Attn:
Xxxxx Xxxxxxxxx
|
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.
The
time
of dealing will be confirmed by Party A upon written request. Barclays
is
regulated by the Financial Services Authority. Barclays is acting for its
own
account in respect of this Transaction.
Please
confirm that the foregoing correctly sets forth all the terms and conditions
of
our agreement with respect to the Transaction by responding within three
(3)
Business Days by promptly signing in the space provided below and both
(i)
faxing the signed copy to Incoming Transaction Documentation, Barclays
Capital
Global OTC Transaction Documentation & Management, Global Operations, Fax
x(00) 00-0000-0000/6857, Tel x(00) 00-0000-0000/6904/6965, and (ii) mailing
the
signed copy to Barclays Bank PLC, 5 Xxx Xxxxx Xxxxxxxxx, Xxxxxx Xxxxx,
Xxxxxx
X00 0XX, Attention of Incoming Transaction Documentation, Barclays Capital
Global OTC Transaction Documentation & Management, Global Operation. Your
failure to respond within such period shall not affect the validity or
enforceability of the Transaction against you. This facsimile shall be
the only
documentation in respect of the Transaction and accordingly no hard copy
versions of this Confirmation for this Transaction shall be provided unless
Party B requests such a copy.
|
For
and on behalf of:
BARCLAYS
BANK PLC
|
For
and on behalf of:
U.S.
Bank National Association, not in its individual capacity, but
solely as
Supplemental Interest Trust Trustee on behalf of the Supplemental
Interest
Trust with respect to the C-BASS Mortgage Loan Trust 2007-CB3,
C-BASS
Mortgage Loan Asset-Backed Certificates, Series
2007-CB3
|
|
|
Name:
Title:
Date:
|
Name:
Title:
Date:
|
SCHEDULE
I
(All
such
dates subject to No Adjustment with respect to Fixed Rate Payer Period
End
Dates
and
adjustment in accordance with the Following Business Day Convention with
respect
to Floating Rate Payer
Period
End Dates)
|
From
and including
|
To
but excluding
|
Notional
Amount (USD)
|
|
|
3/30/2007
|
4/25/2007
|
291,396.00
|
|
|
4/25/2007
|
5/25/2007
|
291,396.00
|
|
|
5/25/2007
|
6/25/2007
|
291,396.00
|
|
|
6/25/2007
|
7/25/2007
|
291,396.00
|
|
|
7/25/2007
|
8/25/2007
|
291,396.00
|
|
|
8/25/2007
|
9/25/2007
|
291,396.00
|
|
|
9/25/2007
|
10/25/2007
|
291,396.00
|
|
|
10/25/2007
|
11/25/2007
|
291,396.00
|
|
|
11/25/2007
|
12/25/2007
|
291,396.00
|
|
|
12/25/2007
|
1/25/2008
|
291,396.00
|
|
|
1/25/2008
|
2/25/2008
|
291,396.00
|
|
|
2/25/2008
|
3/25/2008
|
291,396.00
|
|
|
3/25/2008
|
4/25/2008
|
291,396.00
|
|
|
4/25/2008
|
5/25/2008
|
291,396.00
|
|
|
5/25/2008
|
6/25/2008
|
291,396.00
|
|
|
6/25/2008
|
7/25/2008
|
291,396.00
|
|
|
7/25/2008
|
8/25/2008
|
291,396.00
|
|
|
8/25/2008
|
9/25/2008
|
291,396.00
|
|
|
9/25/2008
|
10/25/2008
|
291,396.00
|
|
|
10/25/2008
|
11/25/2008
|
291,396.00
|
|
|
11/25/2008
|
12/25/2008
|
291,396.00
|
|
|
12/25/2008
|
1/25/2009
|
291,396.00
|
|
|
1/25/2009
|
2/25/2009
|
291,396.00
|
|
|
2/25/2009
|
3/25/2009
|
291,396.00
|
|
|
3/25/2009
|
4/25/2009
|
291,396.00
|
|
|
4/25/2009
|
5/25/2009
|
291,396.00
|
|
|
5/25/2009
|
6/25/2009
|
291,396.00
|
|
|
6/25/2009
|
7/25/2009
|
291,396.00
|
|
|
7/25/2009
|
8/25/2009
|
291,396.00
|
|
|
8/25/2009
|
9/25/2009
|
291,396.00
|
|
|
9/25/2009
|
10/25/2009
|
291,396.00
|
|
|
10/25/2009
|
11/25/2009
|
291,396.00
|
|
|
11/25/2009
|
12/25/2009
|
291,396.00
|
|
|
12/25/2009
|
1/25/2010
|
291,396.00
|
|
|
1/25/2010
|
2/25/2010
|
279,573.98
|
|
|
2/25/2010
|
3/25/2010
|
279,573.98
|
|
|
3/25/2010
|
4/25/2010
|
279,573.98
|
|
|
4/25/2010
|
5/25/2010
|
279,573.98
|
|
|
5/25/2010
|
6/25/2010
|
275,284.60
|
|
|
6/25/2010
|
7/25/2010
|
263,032.28
|
|
|
7/25/2010
|
8/25/2010
|
251,363.75
|
|
|
8/25/2010
|
9/25/2010
|
240,249.64
|
|
|
9/25/2010
|
10/25/2010
|
229,661.41
|
|
|
10/25/2010
|
11/25/2010
|
219,572.46
|
|
|
11/25/2010
|
12/25/2010
|
209,957.64
|
|
|
12/25/2010
|
1/25/2011
|
200,793.12
|
|
|
1/25/2011
|
2/25/2011
|
192,056.32
|
|
|
2/25/2011
|
3/25/2011
|
183,725.89
|
|
|
3/25/2011
|
4/25/2011
|
175,781.61
|
|
|
4/25/2011
|
5/25/2011
|
168,204.25
|
|
Annex
A
Paragraph
13 of the Credit Support Annex
[Annex
B
Item
1115 Agreement]
ANNEX
A
ISDA®
CREDIT
SUPPORT ANNEX
to
the
Schedule to the
ISDA
Master Agreement
dated
as
of March 30, 2007 between
Barclays
Bank PLC (hereinafter referred to as “Party
A”
or
“Pledgor”)
and
U.S.
Bank
National Association, not in its individual capacity, but solely as supplemental
interest trust trustee (the “Supplemental Interest Trust Trustee”) on behalf of
the supplemental interest trust with respect to the C-BASS Mortgage Loan
Trust
2007-CB3, C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB3
(the
“Supplemental Interest Trust”) ( “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 March 30, 2007, between
Party A
and Party B, Reference Number 1677469B.
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/Fitch/DBRS Credit Support Amount for such
Valuation Date exceeds (b) the S&P/Fitch/DBRS Value as of such
Valuation Date of all Posted Credit Support held by the Secured
Party,
|
REFERENCE
NUMBER: 1677469B
|
(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/Fitch/DBRS Value as of such Valuation Date
of all Posted Credit Support held by the Secured Party exceeds
(b) the
S&P/Fitch/DBRS 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/Fitch/DBRS 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.
|
On
any
date, the following items will qualify as “Eligible
Collateral”
(for
the avoidance of doubt, all Eligible Collateral to be denominated in
USD):
|
Collateral
|
S&P/Fitch/DBRS
Valuation
Percentage
|
Moody’s
First
Trigger
Valuation
Percentage
|
Moody’s
Second
Trigger
Valuation
Percentage
|
|
(A) Cash
|
100%
|
100%
|
100%
|
|
(B) Fixed-rate
negotiable debt obligations issued by the U.S. Treasury Department
having
a remaining maturity on such date of not more than one
year
|
98.5%
|
100%
|
100%
|
|
(C) Fixed-rate
negotiable debt obligations issued by the U.S. Treasury Department
having
a remaining maturity on such date of more than one year but not
more than
ten years
|
91.0%
|
100%
|
94%
|
|
(D) Fixed-rate
negotiable debt obligations issued by the U.S. Treasury Department
having
a remaining maturity on such date of more than ten years
|
88.0%
|
100%
|
88%
|
Notwithstanding
the Valuation Percentages set forth in the preceding table, upon the first
Transfer of Eligible Collateral under this Annex, the Pledgor may, at the
Pledgor’s expense, amend the Valuation Percentages in relation to (B) through
(D) above with the approval of the relevant rating agency (to the extent
such
rating agency is providing a rating for the Certificates), and upon such
approval (as evidenced in writing), such Valuation Percentages shall supersede
those set forth in the preceding table.
| (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; provided, that if the Return Amount is
equal to
all Posted Credit Support held by the Secured Party, the Return
Amount
will not be rounded.
|
| (c) |
Valuation
and Timing.
|
| (i) |
“Valuation
Agent”
means Party A; provided, however, that if an Event of Default
shall have
occurred with respect to which Party A is the Defaulting Party,
Party B
shall have the right to designate as Valuation Agent an independent
party,
reasonably acceptable to Party A, the cost for which shall be
borne by
Party A. All calculations by the Valuation Agent must be made
in
accordance with standard market practice, including, in the event
of a
dispute as to the Value of any Eligible Credit Support or Posted
Credit
Support, by making reference to quotations received by the Valuation
Agent
from one or more Pricing Sources.
|
| (ii) |
“Valuation
Date” means
each Local Business Day.
|
| (iii) |
“Valuation
Time” means
the close of business in the city of the Valuation Agent on the
Local
Business Day immediately preceding the Valuation Date or date
of
calculation, as applicable; provided
that the calculations of Value and Exposure will be made as of
approximately the same time on the same date. The Valuation Agent
will
notify each party (or the other party, if the Valuation Agent
is a party)
of its calculations not later than the Notification Time on the
applicable
Valuation Date (or in the case of Paragraph 6(d), the Local Business
Day
following the day on which such relevant calculations are
performed).”
|
| (iv) |
“Notification
Time” means
11:00 a.m., New York time, on a Local Business Day.
|
| (v) |
External
Verification.
Notwithstanding anything to the contrary in the definitions of
Valuation
Agent or Valuation Date, at any time at which neither Party A
(nor, to the
extent applicable, its Credit Support Provider) has a long-term
unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
the S&P Value of Posted Credit Suppport on each Valuation Date based
on internal marks and (B) verify such calculations with external
marks
monthly by obtaining on the last Local Business Day of each calendar
month
two external marks for each Transaction to which this Annex relates
and
for all Posted Credit Suport; such verification of the Secured
Party’s
Exposure shall be based on the higher of the two external marks.
Each
external xxxx in respect of a Transaction shall be obtained from
an
independent Reference Market-maker that would be eligible and
willing to
enter into such Transaction in the absence of the current derivative
provider, provided that an external xxxx xxx not be obtained
from the same
Reference Market-maker more than four times in any 12-month period.
The
Valuation Agent shall obtain these external marks directly or
through an
independent third party, in either case at no cost to Party B.
The
Valuation Agent shall calculate on each Valuation Date (for purposes
of
this paragraph, the last Local Business Day in each calendar
month
referred to above shall be considered a Valuation Date) the Secured
Party’s Exposure based on the greater of the Valuation Agent’s internal
marks and the external marks received. If the S&P Value on any such
Valuation Date of all Posted Credit Support then held by the
Secured Party
is less than the S&P Credit Support Amount on such Valuation Date (in
each case as determined pursuant to this paragraph), Party A
shall, within
three Local Business Days of such Valuation Date, Transfer to
the Secured
Party Eligible Credit Support having an S&P Value as of the date of
Transfer at least equal to such deficiency.
|
| (vi) |
Notice
to S&P.
At
any time at which neither Party A (nor, to the extent applicable,
its
Credit Support Provider) has a long-term unsubordinated and unsecured
debt
rating of at least “BBB+” from S&P, the Valuation Agent shall provide
to S&P not later than the Notification Time on the Local Business
Day
following each Valuation Date its calculations of the Secured
Party’s
Exposure and the S&P Value of any Eligible Credit Support or Posted
Credit Support for that Valuation Date. The Valuation Agent shall
also
provide to S&P any external marks received pursuant to the preceding
paragraph.
|
| (d) |
Conditions
Precedent and Secured Party’s Rights and
Remedies.
The following Termination Events will be a “Specified
Condition”
for the party specified (that party being the Affected Party
if the
Termination Event occurs with respect to that party): With respect
to
Party A: any Additional Termination Event with respect to which
Party A is
the sole Affected Party. With respect to Party B:
None.
|
| (e) |
Substitution.
|
| (i) |
“Substitution
Date”
has the meaning specified in Paragraph
4(d)(ii).
|
| (ii) |
Consent.
If
specified here as applicable, then the Pledgor must obtain the
Secured
Party’s consent for any substitution pursuant to Paragraph 4(d):
Inapplicable.
|
| (f) |
Dispute
Resolution.
|
| (i) |
“Resolution
Time”
means 1:00 p.m. New York time on the Local Business Day following
the date
on which the notice of the dispute is given under Paragraph
5.
|
| (ii) |
Value.
Notwithstanding anything to the contrary in Paragraph 12, for
the purpose
of Paragraphs 5(i)(C) and 5(ii), the S&P/Fitch/DBRS Value, Moody’s
First Trigger Value, and Moody’s Second Trigger Value, on any date, of
Eligible Collateral other than Cash will be calculated as follows:
|
For
Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
the
sum of (A) the product of (1)(x) the bid price at the Valuation Time for
such
securities on the principal national securities exchange on which such
securities are listed, or (y) if such securities are not listed on a national
securities exchange, the bid price for such securities quoted at the Valuation
Time by any principal market maker for such securities selected by the
Valuation
Agent, or (z) if no such bid price is listed or quoted for such date, the
bid
price listed or quoted (as the case may be) at the Valuation Time for the
day
next preceding such date on which such prices were available and (2) the
applicable Valuation Percentage for such Eligible Collateral, and (B) the
accrued interest on such securities (except to the extent Transferred to
the
Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
referred to in the immediately preceding clause (A)) as of such
date.
| (iii) |
Alternative.
The provisions of Paragraph 5 will
apply.
|
| (g) |
Holding
and Using Posted
Collateral.
|
| (i) |
Eligibility
to Hold Posted Collateral; Custodians. Party
B is not and will not be entitled to hold Posted Collateral.
Party B’s
Custodian will be entitled to hold Posted Collateral pursuant
to Paragraph
6(b).
|
Party
B
may appoint as Custodian (A) the entity then serving as [Trustee] or (B)
any
entity other than the entity then serving as Supplmental Interest Trust
Trustee
if such other entity (or, to the extent applicable, its parent company
or credit
support provider) shall then have a short-term unsecured and unsubordinated
debt
rating from S&P of at least “A-1.”
Initially,
the Custodian
for
Party B is: The Supplemental Interest Trust Trustee.
| (ii) |
Use
of Posted Collateral. The
provisions of Paragraph 6(c)(i) will not apply to Party B, but
the
provisions of Paragraph 6(c)(ii) will apply to Party
B.
|
| (h) |
Distributions
and Interest Amount.
|
| (i) |
Interest
Rate.
The “Interest
Rate”
will be the actual interest rate earned on Posted Collateral
in the form
of Cash that is held by Party B or its Custodian. Posted Collateral
in the
form of Cash shall be invested in such overnight (or redeemable
within two
Local Business Days of demand) [Permitted Investments] rated
at least (x)
AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as
directed by Party A (unless (x) an Event of Default or an Additional
Termination Event has occurred with respect to which Party A
is the
defaulting or sole Affected Party or (y) an Early Termination
Date has
been designated, in which case such investment shall be held
uninvested).
Gains and losses incurred in respect of any investment of Posted
Collateral in the form of Cash in [Permitted Investments] as
directed by
Party A shall be for the account of Party
A.
|
| (ii) |
Transfer
of Interest Amount.
The Transfer of the Interest Amount will be made on the second
Local
Business Day following the end of each calendar month and on
any other
Local Business Day on which Posted Collateral in the form of
Cash is
Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
however,
that the obligation of Party B to Transfer any Interest Amount
to Party A
shall be limited to the extent that Party B has earned and received
such
funds and such funds are available to Party B.
|
| (iii) |
Alternative
to Interest Amount.
The provisions of Paragraph 6(d)(ii) will
apply.
|
| (i) |
Additional
Representation(s).
There are no additional representations by either
party.
|
| (j) |
Other
Eligible Support and Other Posted Support.
|
| (i) |
“Value”
with respect to Other Eligible Support and Other Posted Support
means: not
applicable.
|
| (ii) |
“Transfer”
with respect to Other Eligible Support and Other Posted Support
means: not
applicable.
|
| (k) |
Demands
and Notices.All
demands, specifications and notices under this Annex will be
made pursuant
to the Notices Section of this Agreement, except that any demand,
specification or notice shall be given to or made at the following
addresses, or at such other address as the relevant party may
from time to
time designate by giving notice (in accordance with the terms
of this
paragraph) to the other party:
|
If
to
Party A:
0
Xxx
Xxxxx Xxxxxxxxx
Xxxxxx
Xxxxx
Xxxxxx
X00 0XX, England
Attention: Swaps
Documentation
Facsimile
No.: 0000-000-0000/6858
Telephone
No.: 0000-000-0000/6904
with
a
copy to:
General
Counsel’s Office
000
Xxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
Notices
to Party A shall not be deemed effective unless delivered to the London
address
set forth above.
If
to
Party B: As
set
forth in the Agreement
| (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: Correspondent:
BARCLAYS BANK PLC NEW YORK
FEED:
000000000
Beneficiary:
BARCLAYS SWAPS
Beneficiary
Account: 000-00000-0
Party
B
account details:
US
Bank
N.A
ABA
000000000
DDA
173103322058
REF#
C-BASS 2007-CB3 Swap Collateral Acct 111955003
Attn:
Xxxxx Xxxxxxxxx
| (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/Fitch/DBRS 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/Fitch/DBRS 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/Fitch/DBRS 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/Fitch/DBRS 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/Fitch/DBRS 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/Fitch/DBRS 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/Fitch/DBRS 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/Fitch/DBRS 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/Fitch/DBRS Value, Xxxxx’x First Trigger
Value, and Xxxxx’x Second Trigger Value”.
|
| (iv) |
Form
of Annex. Party
A and Party B hereby agree that the text of Paragraphs 1 through
12,
inclusive, of this Annex is intended to be the printed form of
ISDA Credit
Support Annex (Bilateral Form - ISDA Agreements Subject to New
York Law
Only version) as published and copyrighted in 1994 by the International
Swaps and Derivatives Association,
Inc.
|
| (v) |
Events
of Default.
Paragraph 7 will not apply to cause any Event of Default to exist
with
respect to Party B except that Paragraph 7(i) will apply to Party
B solely
in respect of Party B’s obligations under Paragraph 3(b) of the Credit
Support Annex. Notwithstanding anything to the contrary in Paragraph
7,
any failure by Party A to comply with or perform any obligation
to be
complied with or performed by Party A under the Credit Support
Annex shall
only be an Event of Default if (A) a
Required Ratings Downgrade Event has occurred and been continuing
for 30
or more Local Business Days, and (B) such failure is not remedied
on or
before the third Local Business Day after notice of such failure
is given
to Party A.
|
| (vi) |
Expenses.
Notwithstanding anything to the contrary in Paragraph 10, the
Pledgor will
be responsible for, and will reimburse the Secured Party for,
all transfer
and other taxes and other costs involved in any Transfer of Eligible
Collateral.
|
| (vii) |
Withholding.
Paragraph 6(d)(ii) is hereby amended by inserting immediately
after “the
Interest Amount” in the fourth line thereof the words “less any applicable
withholding taxes.”
|
| (viii) |
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.
“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 London, 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 Additional Collateralized Amount”
means,
with respect to any Transaction and any Valuation Date, the product of
the
applicable Xxxxx’x First Trigger Factor set forth in Table 1 and the Notional
Amount for such Transaction for the Calculation Period which includes such
Valuation Date.
“Xxxxx’x
First Trigger Event” means
that no Relevant Entity has credit ratings from Xxxxx’x at least equal to the
Xxxxx’x First Trigger Ratings Threshold.
“Xxxxx’x
First Trigger 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 product of (X) the applicable Xxxxx’x First
Trigger Factor as set forth in Table 1, (Y) 250, and (Z) the
Notional
Amount for the 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
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
Second Trigger Additional Collateralized Amount”
means,
with respect to any Transaction and any Valuation Date, (A) if such Transaction
is not a Transaction-Specific Hedge, the product of the applicable Xxxxx’x
Second Trigger Factor set forth in Table 2 and the Notional Amount for
such
Transaction for the Calculation Period which includes such Valuation Date
and
(B) if such Transaction is a Transaction-Specific Hedge, the product of
the
applicable Xxxxx’x Second Trigger Factor set forth in Table 3 and the Notional
Amount for such Transaction for the Calculation Period which includes such
Valuation Date.
“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 Payments for all Next Payment
Dates, and (c)
the sum of (x) the Secured Party’s Exposure for such Valuation Date and
(y) the product of (i) the applicable Xxxxx’x Second Trigger Factor set
forth in Table 2, (ii) 250, and (iii) the Notional Amount for
the
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 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).
“Next
Payment”
means,
in respect of the Next Payment Date, the greater of (i) the amount of any
payments due to be made by Party A under Section 2(a) on such Next Payment
Date
less any payments due to be made by Party B under Section 2(a) on such
Next
Payment Date (in each case, after giving effect to any applicable netting
under
Section 2(c)) and (ii) zero.
“Next
Payment Date”
means
the date on which the next scheduled payment under any Transaction is due
to be
paid.
“Pricing
Sources”
means
the sources of financial information commonly known as Bloomberg, Bridge
Information Services, Data Resources Inc., Interactive Data Services,
International Securities Market Association, Xxxxxxx Xxxxx Securities Pricing
Service, Xxxxxx Data Corporation, Reuters, Wood Gundy, Trepp Pricing, XX
Xxxxx,
S&P and Telerate.
“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/Fitch/DBRS
Approved Ratings Downgrade Event”
means
that no Relevant Entity has credit ratings at least equal to [the S&P
Approved Ratings Threshold, the Fitch Approved Ratings Threshold and the
DBRS
Approved Ratings Threshold].
“S&P/Fitch/DBRS
Credit Support Amount”
means,
for any Valuation Date, the excess, if any, of
|
(I)
|
(A)
|
for
any Valuation Date on which (i) a S&P/Fitch/DBRS Approved Ratings
Downgrade Event has occurred and been continuing for at least
30 days, or
(ii) a S&P/Fitch/DBRS 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 product of
(i) the
Volatility Buffer for the Transaction, (ii) 250, 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
|
or
|
(B)
|
for
any other Valuation Date, zero,
over
|
| (II) |
the
Threshold for Party A for such Valuation
Date.
|
"S&P/Fitch/DBRS
Required Ratings Downgrade Event"
means
that no Relevant Entity has credit ratings at least equal to the S&P
Required Ratings Threshold, the Fitch Required Ratings Threshold and the
DBRS
Required Ratings Threshold.
“S&P/Fitch/DBRSValue”
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/Fitch/DBRS Valuation Percentage for such Eligible
Collateral set forth in paragraph 13(b)(ii).
“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/Fitch/DBRS 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/Fitch/DBRS 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/Fitch/DBRS 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 of such Transaction
up
to 3 years
|
Remaining
Weighted Average Maturity of such Transaction
up
to 5 years
|
Remaining
Weighted Average Maturity of such Transaction
up
to 10 years
|
Remaining
Weighted Average Maturity of such Transaction
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]
Table
1
Xxxxx’x
First Trigger Factor
|
Remaining
Weighted
Average Life
of
Hedge in Years
|
Daily
Collateral
Posting
|
|
1
or less
|
0.15%
|
|
More
than 1 but not more than 2
|
0.30%
|
|
More
than 2 but not more than 3
|
0.40%
|
|
More
than 3 but not more than 4
|
0.60%
|
|
More
than 4 but not more than 5
|
0.70%
|
|
More
than 5 but not more than 6
|
0.80%
|
|
More
than 6 but not more than 7
|
1.00%
|
|
More
than 7 but not more than 8
|
1.10%
|
|
More
than 8 but not more than 9
|
1.20%
|
|
More
than 9 but not more than 10
|
1.30%
|
|
More
than 10 but not more than 11
|
1.40%
|
|
More
than 11 but not more than 12
|
1.50%
|
|
More
than 12 but not more than 13
|
1.60%
|
|
More
than 13 but not more than 14
|
1.70%
|
|
More
than 14 but not more than 15
|
1.80%
|
|
More
than 15 but not more than 16
|
1.90%
|
|
More
than 16 but not more than 17
|
2.00%
|
|
More
than 17 but not more than 18
|
2.00%
|
|
More
than 18 but not more than 19
|
2.00%
|
|
More
than 19 but not more than 20
|
2.00%
|
|
More
than 20 but not more than 21
|
2.00%
|
|
More
than 21 but not more than 22
|
2.00%
|
|
More
than 22 but not more than 23
|
2.00%
|
|
More
than 23 but not more than 24
|
2.00%
|
|
More
than 24 but not more than 25
|
2.00%
|
|
More
than 25 but not more than 26
|
2.00%
|
|
More
than 26 but not more than 27
|
2.00%
|
|
More
than 27 but not more than 28
|
2.00%
|
|
More
than 28 but not more than 29
|
2.00%
|
|
More
than 29
|
2.00%
|
Table
2
Xxxxx’x
Second Trigger Factor for Interest Rate Swaps with Fixed Notional
Amounts
|
Remaining
Weighted
Average Life
of
Hedge in Years
|
Daily
Collateral
Posting
|
|
1
or less
|
0.50%
|
|
More
than 1 but not more than 2
|
1.00%
|
|
More
than 2 but not more than 3
|
1.50%
|
|
More
than 3 but not more than 4
|
1.90%
|
|
More
than 4 but not more than 5
|
2.40%
|
|
More
than 5 but not more than 6
|
2.80%
|
|
More
than 6 but not more than 7
|
3.20%
|
|
More
than 7 but not more than 8
|
3.60%
|
|
More
than 8 but not more than 9
|
4.00%
|
|
More
than 9 but not more than 10
|
4.40%
|
|
More
than 10 but not more than 11
|
4.70%
|
|
More
than 11 but not more than 12
|
5.00%
|
|
More
than 12 but not more than 13
|
5.40%
|
|
More
than 13 but not more than 14
|
5.70%
|
|
More
than 14 but not more than 15
|
6.00%
|
|
More
than 15 but not more than 16
|
6.30%
|
|
More
than 16 but not more than 17
|
6.60%
|
|
More
than 17 but not more than 18
|
6.90%
|
|
More
than 18 but not more than 19
|
7.20%
|
|
More
than 19 but not more than 20
|
7.50%
|
|
More
than 20 but not more than 21
|
7.80%
|
|
More
than 21 but not more than 22
|
8.00%
|
|
More
than 22 but not more than 23
|
8.00%
|
|
More
than 23 but not more than 24
|
8.00%
|
|
More
than 24 but not more than 25
|
8.00%
|
|
More
than 25 but not more than 26
|
8.00%
|
|
More
than 26 but not more than 27
|
8.00%
|
|
More
than 27 but not more than 28
|
8.00%
|
|
More
than 28 but not more than 29
|
8.00%
|
|
More
than 29
|
8.00%
|
Table
3
Xxxxx’x
Second Trigger Factor for Transaction-Specific Xxxxxx
|
Remaining
Weighted
Average Life
of
Hedge in Years
|
Daily
Collateral
Posting
|
|
1
or less
|
0.65%
|
|
More
than 1 but not more than 2
|
1.30%
|
|
More
than 2 but not more than 3
|
1.90%
|
|
More
than 3 but not more than 4
|
2.50%
|
|
More
than 4 but not more than 5
|
3.10%
|
|
More
than 5 but not more than 6
|
3.60%
|
|
More
than 6 but not more than 7
|
4.20%
|
|
More
than 7 but not more than 8
|
4.70%
|
|
More
than 8 but not more than 9
|
5.20%
|
|
More
than 9 but not more than 10
|
5.70%
|
|
More
than 10 but not more than 11
|
6.10%
|
|
More
than 11 but not more than 12
|
6.50%
|
|
More
than 12 but not more than 13
|
7.00%
|
|
More
than 13 but not more than 14
|
7.40%
|
|
More
than 14 but not more than 15
|
7.80%
|
|
More
than 15 but not more than 16
|
8.20%
|
|
More
than 16 but not more than 17
|
8.60%
|
|
More
than 17 but not more than 18
|
9.00%
|
|
More
than 18 but not more than 19
|
9.40%
|
|
More
than 19 but not more than 20
|
9.70%
|
|
More
than 20 but not more than 21
|
10.00%
|
|
More
than 21 but not more than 22
|
10.00%
|
|
More
than 22 but not more than 23
|
10.00%
|
|
More
than 23 but not more than 24
|
10.00%
|
|
More
than 24 but not more than 25
|
10.00%
|
|
More
than 25 but not more than 26
|
10.00%
|
|
More
than 26 but not more than 27
|
10.00%
|
|
More
than 27 but not more than 28
|
10.00%
|
|
More
than 28 but not more than 29
|
10.00%
|
|
More
than 29
|
10.00%
|
NOVATION
CONFIRMATION
|
Date:
|
March
30, 2007
|
|
To:
|
Credit-Based
Asset Servicing and Securitization LLC
|
|
From:
|
Barclays
Bank PLC (London Head Office)
|
|
Re:
|
Novation
Transaction
|
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 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.
Each
term capitalized but not defined in this Novation Confirmation shall have
the
meaning assigned thereto in the Pooling and Servicing Agreement, dated
as of
[__________],
March
1,
2007
among Citigroup Mortgage Loan Trust Inc., as depositor, Credit-Based Asset
Servicing and Securitization LLC, as seller, Xxxxxx Loan Servicing LP,
as
servicer and U.S. Bank National Association, as trustee (the “Pooling and
Servicing Agreement”). In the event of any inconsistency between (i) the
Definitions, (ii) 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:
|
March
30, 2007
|
||
|
Novation
Date:
|
March
30, 2007
|
||
|
Novated
Amount:
|
USD
291,396.00
|
||
|
Transferor:
|
Credit-Based
Asset Servicing and Securitization LLC
|
||
|
Transferee:
|
U.S.
Bank National Association, not in its individual capacity, but
solely as
Supplemental Interest Trust Trustee on behalf of the Supplemental
Interest
Trust with respect to the C-BASS Mortgage Loan Trust 2007-CB3,
C-BASS
Mortgage Loan Asset-Backed Certificates, Series 2007-CB3U.S.
Bank National Association, not in its individual capacity but
solely as
Supplemental Interest Trust Trustee on behalf of the Supplemental
Interest
Trust with respect to C-BASS Mortgage Loan Asset-Backed Certificates,
Series 2007-CB3
|
||
|
Remaining
Party:
|
Barclays
Bank PLC (London Head Office)
|
||
|
New
Agreement (between Transferee and Remaining Party):
|
ISDA
Master Agreement dated as of March 30, 2007 subject to the laws
of the
State of New York
|
3.
The
terms
of each Old Transaction to which this Novation Confirmation relates, for
identification purposes, are as follows. A copy of the Old Confirmation
is
attached hereto as Exhibit A.
|
Trade
Date of Old Transaction:
|
March
23, 2007
|
||
|
Effective
Date of Old Transaction:
|
March
30, 2007
|
||
|
Termination
Date of Old Transaction:
|
May
25, 2011
|
4.
The
terms
of each New Transaction to which this Novation Confirmation relates shall
be as
specified in the New Confirmation attached hereto as Exhibit B.
5.
Supplemental
Interest Trust Trustee Liability Limitations. It is expressly understood
and
agreed by the parties hereto that (a) this Agreement is executed by U.S.
Bank
National Association (“U.S. Bank”) not in its individual capacity, but solely as
Supplemental Interest Trust Trustee on behalf of the Supplemental Interest
Trust
in the exercise of the powers and authority conferred and invested in it
under
the Pooling and Servicing Agreement; (b) U.S. Bank has been directed pursuant
to
the Pooling and Servicing Agreement to enter into this Agreement and to
perform
its obligations hereunder; (c) each of the representations, undertakings
and
agreements herein made on behalf of the Supplemental Interest Trust or
on the
part of Party B is made and intended not as personal representations of
U.S.
Bank but is made and intended for the purpose of binding only the Supplemental
Interest Trust; and (d) under no circumstances shall U.S. Bank in its individual
capacity be personally liable for any payments hereunder or for the breach
or
failure of any obligation, representation, warranty or covenant made or
undertaken under this Agreement, as to all of which recourse shall be had
solely
to the assets of the Supplemental Interest Trust in accordance with the
terms of
the Pooling and Servicing Agreement.
5. Supplemental
Interest Trust Trustee Liability Limitations. It is expressly understood
and
agreed by the parties hereto that (a) this Agreement is executed by U.S.
Bank
National Association (“U.S. Bank”) not in its individual capacity, but solely as
Supplemental Interest Trust Trustee under the Pooling and Servicing Agreement
in
the exercise of the powers and authority conferred and invested in it
thereunder; (b) U.S. Bank has been directed pursuant to the Pooling and
Servicing Agreement to enter into this Agreement and to perform its obligations
hereunder; (c) each of the representations, undertakings and agreements
herein
made on behalf of the Supplemental Interest Trust is made and intended
not as
personal representations of the Supplemental Interest Trust Trustee but
is made
and intended for the purpose of binding only the Supplemental Interest
Trust;
and (d) under no circumstances shall U.S. Bank in its individual capacity
be
personally liable for any payments hereunder or for the breach or failure
of any
obligation, representation, warranty or covenant made or undertaken under
this
Agreement.
6. This
Novation Confirmation will be governed by and construed in accordance with
the
laws of the State of New York without reference to the conflict of laws
provisions thereof, other than New York General Obligations Law Sections
5-1401
and 5-1402.
7. Notice
Details:
|
Transferee:
|
||
|
Address:
|
U.S.
Bank National Association
|
|
|
EP-MN-WS3D
|
||
|
00
Xxxxxxxxxx Xxxxxx
|
||
|
Xx.
Xxxx, Xxxxxxxxx 00000
|
||
|
Attention:
|
Structured
Finance- X-XXXX 0000-XX0
|
|
|
Xxxxxxxxx:
|
(000)
000-0000
|
|
|
Phone:
|
(000)
000-0000
|
|
| Remaining Party: |
Address:
|
0
Xxx Xxxxx Xxxxxxxxx
|
|
Xxxxxx
Xxxxx
|
||
|
Xxxxxx
X00 0XX
|
||
|
Facsimile:
|
00
(00) 000 00000
|
|
|
Phone:
|
00
(00) 000 00000
|
|
[Remainder
of this page intentionally left blank.]
8.
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 it to us. The Transferor, by its execution of a copy of this
Novation
Confirmation, agrees to the terms of the Novation Confirmation as it relates
to
each 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 each New Transaction.
|
Barclays
Bank PLC (London Head Office)
|
Credit-Based
Asset Servicing and Securitization LLC
|
|||
|
By:
|
By:
|
|||
|
Name:
|
Name:
|
|||
|
Title:
|
Title:
|
|||
|
Date:
|
Date:
|
|||
|
U.S.
Bank National Association, not in its individual capacity,
but solely as
Supplemental Interest Trust Trustee on behalf of the
Supplemental Interest Trust with respect to the C-BASS Mortgage
Loan Trust 2007-CB3, C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2007-CB3
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
Date:
|
|||
EXHIBIT
R-1
FORM
OF 1122(d) SERVICING CRITERIA LETTER
[DATE]
U.S.
Bank
National Association
00
Xxxxxxxxxx Xxxxxx
Xxxxxxxx
XX-XX-XX0X
Xx.
Xxxx,
XX 00000
Attention:
Structured Finance—C-BASS 0000-XX0
Xxx
Xxxx
xx Xxx Xxxx
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxx Xxxxxxxx
|
Re:
|
Item
1122 of Regulation AB
C-BASS
Mortgage Loan Trust, Series
2007-CB3
|
Ladies
and Gentlemen:
In
connection with the above-referenced transaction, Xxxxxx Loan Servicing LP
(the
“Servicer”), U.S. Bank National Association (the “Trustee”) and The Bank of New
York (the “Custodian”) hereby acknowledge and agree that the purpose of this
letter agreement (this “Letter Agreement”) is to facilitate compliance by the
Servicer, the Trustee and the Custodian with identifying each party’s
responsibility with respect to the servicing criteria identified in Item 1122(d)
of Regulation AB. Citigroup Mortgage Loan Trust Inc. (the “Depositor”) shall not
exercise its right to request delivery of information or other performance
under
these provisions other than in good faith, or for purposes other than compliance
with the Securities Act, the Exchange Act and the rules and regulations of
the
Commission thereunder.
The
Servicer, the Trustee and the Custodian each agree that as of the Closing Date,
each such party will, solely with respect to completing assessments as required
with respect to Item 1122(d) of Regulation AB and not as an obligation with
respect to the administration of the transaction, comply with the servicing
criteria indicated on Exhibit
A
hereto
applicable to it in order to comply with the requirements of Item 1122(d) of
Regulation AB.
The
Servicer, the Trustee and the Custodian each hereby acknowledge that
interpretations of the requirements of Item 1122(d) of Regulation AB may change
over time and agree in good faith to comply with requests made by the Depositor
in good faith for delivery of information under these provisions on the basis
of
evolving interpretations of Regulation AB. In the event that the parties are
not
able to agree upon the servicing criteria applicable to it, the parties hereby
agree to negotiate in good faith to come to a determination of the servicing
criteria applicable to them under Item 1122(d) of Regulation AB using industry
practice, industry groups’ recommended practices and SEC interpretative guidance
as determining factors. If the parties cannot come to a resolution after such
negotiations, the parties hereby agree to submit to binding arbitration by
an
arbitrator agreed to by the parties or if an arbitrator can not be agreed upon
then an arbitrator selected by the Depositor.
Capitalized
terms used but not defined herein shall have the meanings assigned to them
in
the Pooling and Servicing Agreement, dated as of March 1, 2007 among
Credit-Based Asset Servicing and Securitization LLC, the Servicer, the Trustee
and the Depositor.
This
Letter
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 the laws of the State of New York except to the
extent preempted by federal law.
For
the
purpose of facilitating the execution of this Letter Agreement, and for other
purposes, this Letter Agreement may be executed simultaneously in any number
of
counterparts. Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument.
[NO
FURTHER TEXT ON THIS PAGE]
| XXXXXX LOAN SERVICING LP | |||
| By: | |||
|
|
|||
|
Name:
Title:
|
ACKNOWLEDGED
AND AGREED:
|
U.S.
BANK NATIONAL ASSOCIATION
|
|||
| By: | |||
|
|
|||
|
Name:
Title:
|
|
THE
BANK OF NEW YORK
|
|||
| By: | |||
|
|
|||
|
Name:
Title:
|
|
CITIGROUP
MORTGAGE
LOAN TRUST INC.
|
|||
| By: | |||
|
|
|||
|
Name:
Title:
|
EXHIBIT
A
SERVICING
CRITERIA TO BE ADDRESSED
IN
ASSESSMENT OF COMPLIANCE
| Definitions | Key: |
| Primary Servicer - transaction party having borrower contact | X - obligation |
Custodian
- safe
keeper of pool assets
Trustee
-
fiduciary of the transaction
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.
|
Reg
AB Reference
|
Servicing
Criteria
|
Xxxxxx
Loan Servicing LP (Servicer)
|
(Custodian)
The
Bank of New York
|
(Trustee)
U.S.
Bank National Association
|
|
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.
|
If
applicable for a transaction participant
|
If
applicable for a transaction participant
|
If
applicable for a transaction participant
|
|
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
|
||
|
Cash
Collection and Administration
|
||||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
X*
|
|
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
X
|
|
|
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
|
||
|
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*
|
|
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized access.
|
If
applicable
|
If
applicable
|
|
|
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
|
|
|
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
|
|
|
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
|
||
|
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
|
|
|
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
|
|
|
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
|
||
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
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
|
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
|
||
|
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
|
||
|
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
|
||
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in the
transaction agreements; (B) interest on such funds is paid, or credited,
to obligors in accordance with applicable pool asset documents and
state
laws; and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
||
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth
in
the transaction agreements.
|
X
|
||
*For
(d)(2)(iv) Servicer needs to provide only if it is deemed that the collection
account is subject to this criteria
*For
(d)(2)(i), (iv) and (v) Trustee needs to provide only if it is deemed that
any
account maintained by the Trustee is a custodial account for purposes of the
these servicing criteria. Subject to further clarification from the
SEC.
*For
(d)(3)(i)(C) Waterfall calculations are a Trustee responsibility under the
Pooling Agreement.
EXHIBIT
R-2
FORM
OF ITEM 1123 CERTIFICATION OF SERVICER
[DATE]
Citigroup
Mortgage Loan Trust Inc.
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
U.S.
Bank
National Association
00
Xxxxxxxxxx Xxxxxx
Xxxxxxxx
XX-XX-XX0X
Xx.
Xxxx,
XX 00000
Attention:
Structured Finance—C-BASS 2007-CB3
| Re: |
Pooling
and Servicing Agreement (the “Agreement”) dated as of March 1, 2007, among
Citigroup Mortgage Loan Trust Inc., as depositor, Xxxxxx Loan Servicing
LP, as servicer, Credit-Based Asset Servicing and Securitization
LLC, as
Sponsor, and U.S. Bank National Association, as trustee, relating
to
C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB3
|
I,
[identify name of certifying individual], [title of certifying individual]
of
Xxxxxx Loan Servicing LP (the “Servicer”), hereby certify that:
(1) A
review
of the activities of the
Servicer during the preceding calendar
year
and
of
the
performance of
the
Servicer under
the
Agreement has been made under my
supervision;
and
(2) To
the
best of my
knowledge, based on such review, the
Servicer has fulfilled all
its
obligations under the Agreement
in all
material respects
throughout such year or a portion thereof[, or, if there has been a failure
to
fulfill any such obligation
in any
material respect,
I have
specified below each such failure
known to
me
and
the nature and status thereof].
Date:
|
XXXXXX
LOAN SERVICING LP,
as
Servicer
|
||
| |
|
|
| By: | ||
|
|
||
|
Name:
Title:
|
||
EXHIBIT
S
Form
8-K Disclosure
|
Item
on Form 8-K
|
Party
Responsible
|
|
Item
1.01- Entry into a Material Definitive Agreement
|
Depositor
|
|
Item
1.02- Termination of a Material Definitive Agreement
|
Depositor
|
|
Item
1.03- Bankruptcy or Receivership
|
Depositor
|
|
Item
2.04- Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement
|
Depositor
|
|
Item
3.03- Material Modification to Rights of Security Holders
|
Depositor
|
|
Item
5.03- Amendments of Articles of Incorporation or Bylaws; Change of
Fiscal
Year
|
Depositor
|
|
Item
6.01- ABS Informational and Computational Material
|
Depositor
|
|
Item
6.02- Change of Servicer or Trustee
|
Servicer,
Depositor
|
|
Item
6.03- Change in Credit Enhancement or External Support
|
Depositor
|
|
Item
6.04- Failure to Make a Required Distribution
|
Depositor
|
|
Item
6.05- Securities Act Updating Disclosure
|
Depositor
|
|
Item
7.01- Reg FD Disclosure
|
Depositor
|
|
Item
8.01
|
Depositor
|
|
Item
9.01
|
Depositor
|
To
the
extent no written notice is provided by the designated responsible party or
otherwise to the Trustee by the time specified in Section 3.22(a) of the events
or information as described above in this Exhibit S, the Trustee shall without
further notice conclude that there is no event or information to be
reported.
EXHIBIT
T
Form
10-D Disclosure
|
Item
|
Description
|
Responsible
Party
|
|
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.
|
4.06
statement*
|
|
|
(2)
Cash flows received and the sources thereof for distributions, fees
and
expenses.
|
4.06
statement
|
|
|
(3)
Calculated amounts and distribution of the flow of funds for the
period
itemized by type and priority of payment, including:
|
4.06
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.
|
4.06
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.
|
4.06
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.
|
4.06
statement
|
|
|
(iv)
The amount of excess cashflow or excess spread and the disposition
of
excess cashflow.
|
4.06
statement
|
|
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
4.06
statement
|
|
|
(5)Interest
rates applicable to the pool assets and the asset-backed securities,
as
applicable. Interest rate information for pool assets in appropriate
distributional groups and incremental ranges.
|
4.06
statement
|
|
|
(6)
Beginning and ending balances of transaction accounts, such as reserve
accounts, and material account activity during the period.
|
4.06
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.
|
4.06
statement
|
|
|
(8)
Number and amount of pool assets at the beginning and ending of each
period, and updated pool composition information, including weighted
average coupon, weighted average life, weighted average remaining
term,
pool factors and prepayment amounts.
|
4.06
statement
Pool
composition information fields may be updated as specified by the
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.
|
4.06
statement
Form
10-D report: Servicer
|
|
|
(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.
|
4.06
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: Servicer
|
|
|
(12)
Material breaches of pool asset representations or warranties or
transaction covenants
|
Form
10-D report: Servicer
|
|
|
(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.
|
4.06
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
|
|
|
Item
1121(b) - Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
N/A
|
|
|
2
|
Legal
Proceedings
|
|
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
Sponsor
Depositor
Trustee
Issuing
Entity
Originator
Custodian
|
Sponsor
Depositor
Trustee
All
Parties
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
may be omitted if securities were not registered.
|
Depositor
|
|
|
4
|
Default
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).
|
Trustee
|
|
|
5
|
Submission
of Matters to a Vote of Security Holders
|
|
|
Information
from Item 4 of Part II of Form 10-Q
|
Trustee
|
|
|
6
|
Significant
Obligors of Pool Assets
|
|
|
Item
1112(b) - Significant Obligor Financial Information*
|
N/A
|
|
|
*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.
|
N/A
N/A
|
|
|
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
Depositor
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.
|
|
|
9
|
Exhibits
|
|
|
Distribution
Report
|
Trustee
|
|
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements.
|
Depositor
|
*
“4.06
statement” refers to the Statements to be prepared by the Trustee as described
in Section 4.06 of the Pooling Agreement.
To
the
extent no written notice is provided by the designated responsible party or
otherwise to the Trustee by the time specified in Section 3.22(a) of the events
or information as described above in this Exhibit T, the Trustee shall without
further notice conclude that there is no event or information to be
reported.
EXHIBIT
U
Form
10-K Disclosure
|
Item
on Form 10-K
|
Party
Responsible
|
|
Item
1B: Unresolved Staff Comments
|
Depositor
|
|
Item
9B: Other Information
|
Any
party responsible for disclosure items on Form 8-K
|
|
Item
15: Exhibits, Financial Statement Schedules
|
Depositor
|
|
Additional
Item:
Disclosure
per Item 1117 of Reg AB
|
All
parties to the Pooling and Servicing Agreement (as to themselves),
any
party with notice thereof with respect to the issuing entity, the
Depositor as to any other 1100(d)(1) party
|
|
Additional
Item:
Disclosure
per Item 1119 of Reg AB
|
All
parties to the Pooling and Servicing Agreement (as to
themselves)
|
|
Additional
Item:
Disclosure
per Item 1112(b) of Reg AB
|
N/A
|
|
Additional
Item:
Disclosure
per Items 1114(b) and 1115(b) of Reg AB
|
Depositor
|
|
Additional
Item:
Disclosure
per Item 1122 of Reg AB
|
Trustee,
Servicer and Custodian
|
|
Additional
Item:
Disclosure
per Item 1123 of Reg AB
|
Servicer
|
To
the
extent no written notice is provided by the designated responsible party or
otherwise to the Trustee by the time specified in Section 3.22(a) of the events
or information as described above in this Exhibit U, the Trustee shall without
further notice conclude that there is no event or information to be
reported.
