CITIGROUP MORTGAGE LOAN TRUST INC. Depositor CITIMORTGAGE, INC. Master Servicer and Trust Administrator CITIBANK, N.A. Paying Agent, Certificate Registrar and Authenticating Agent and Trustee POOLING AND SERVICING AGREEMENT Dated as of November 1,...
CITIGROUP
MORTGAGE LOAN TRUST INC.
Depositor
CITIMORTGAGE,
INC.
Master
Servicer and Trust Administrator
CITIBANK,
N.A.
Paying
Agent, Certificate Registrar and Authenticating Agent
and
U.S.
BANK
NATIONAL ASSOCIATION
Trustee
_________________________________________
Dated
as
of November 1, 2006
_________________________________________
Mortgage
Pass-Through Certificates
Series
2006-AR9
TABLE
OF CONTENTS
|
ARTICLE
I
DEFINITIONS
|
|
|
SECTION
1.01
|
Defined
Terms.
|
|
SECTION
1.02
|
Allocation
of Certain Interest Shortfalls.
|
|
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
|
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02
|
Acceptance
of the Trust Fund by the Trustee.
|
|
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by the Seller or the
Depositor.
|
|
SECTION
2.04
|
Reserved.
|
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the Master Servicer.
|
|
SECTION
2.06
|
Issuance
of the Certificates.
|
|
SECTION
2.07
|
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs by
the
Trustee.
|
|
SECTION
2.08
|
Authorization
to Enter into the Interest Rate Cap Agreement
|
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3.01
|
Master
Servicer to Act as Master Servicer.
|
|
SECTION
3.02
|
Sub-Servicing
Agreements Between the Master Servicer and
Sub-Servicers.
|
|
SECTION
3.03
|
Successor
Sub-Servicers.
|
|
SECTION
3.04
|
Liability
of the Master Servicer.
|
|
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicers and Trustee, Trust
Administrator or Certificateholders.
|
|
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by Trustee.
|
|
SECTION
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.08
|
Sub-Servicing
Accounts.
|
|
SECTION
3.09
|
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
|
SECTION
3.10
|
Collection
Account and Distribution Account.
|
|
SECTION
3.11
|
Withdrawals
from the Collection Account and Distribution Account.
|
|
SECTION
3.12
|
Investment
of Funds in the Collection Account and the Distribution
Account.
|
|
SECTION
3.13
|
Maintenance
of the Primary Mortgage Insurance Policies; Collections
Thereunder.
|
|
SECTION
3.14
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
|
SECTION
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.16
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.17
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18
|
Servicing
Compensation.
|
|
SECTION
3.19
|
Reports
to the Trust Administrator; Collection Account
Statements.
|
|
SECTION
3.20
|
Statement
as to Compliance.
|
|
SECTION
3.21
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.22
|
Access
to Certain Documentation.
|
|
SECTION
3.23
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.24
|
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3.25
|
Obligations
of the Master Servicer in Respect of Monthly Payments.
|
|
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
|
|
|
SECTION
4.01
|
Distributions.
|
|
SECTION
4.02
|
Statements
to Certificateholders.
|
|
SECTION
4.03
|
Remittance
Reports; P&I Advances.
|
|
SECTION
4.04
|
Allocation
of Extraordinary Trust Fund Expenses and Realized
Losses.
|
|
SECTION
4.05
|
Compliance
with Withholding Requirements.
|
|
SECTION
4.06
|
Commission
Reporting.
|
|
SECTION
4.07
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
4.08
|
Cap
Account
|
|
SECTION
4.09
|
Interest
Rate Cap Collateral Account.
|
|
ARTICLE
V
THE
CERTIFICATES
|
|
|
SECTION
5.01
|
The
Certificates.
|
|
SECTION
5.02
|
Registration
of Transfer and Exchange of Certificates.
|
|
SECTION
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
5.04
|
Persons
Deemed Owners.
|
|
SECTION
5.05
|
Certain
Available Information.
|
|
ARTICLE
VI
THE
DEPOSITOR AND THE MASTER SERVICER
|
|
|
SECTION
6.01
|
Liability
of the Depositor and the Master Servicer.
|
|
SECTION
6.02
|
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
|
SECTION
6.03
|
Limitation
on Liability of the Depositor, the Master Servicer and
Others.
|
|
SECTION
6.04
|
Limitation
on Resignation of the Master Servicer.
|
|
SECTION
6.05
|
Rights
of the Depositor in Respect of the Master Servicer.
|
|
SECTION
6.06
|
Duties
of the Credit Risk Manager.
|
|
SECTION
6.07
|
Limitation
Upon Liability of the Credit Risk Manager.
|
|
SECTION
6.08
|
Removal
of the Credit Risk Manager.
|
|
ARTICLE
VII
DEFAULT
|
|
|
SECTION
7.01
|
Master
Servicer Events of Default.
|
|
SECTION
7.02
|
Trustee
to Act; Appointment of Successor.
|
|
SECTION
7.03
|
Notification
to Certificateholders.
|
|
SECTION
7.04
|
Waiver
of Master Servicer Events of Default.
|
|
SECTION
7.05
|
Interest
Rate Cap Provider Event of Default
|
|
ARTICLE
VIII
CONCERNING
THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR AND THE AUTHENTICATING AGENT
|
|
|
SECTION
8.01
|
Duties
of Trustee, Trust Administrator and Others.
|
|
SECTION
8.02
|
Certain
Matters Affecting the Trustee, the Trust Administrator and
Others.
|
|
SECTION
8.03
|
Trustee,
Trust Administrator and Others not Liable for Certificates or Mortgage
Loans.
|
|
SECTION
8.04
|
Trustee,
Trust Administrator and Others May Own Certificates.
|
|
SECTION
8.05
|
Trustee’s,
Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate
Registrar’s and Custodians’ Fees and Expenses.
|
|
SECTION
8.06
|
Eligibility
Requirements for Trustee and Trust Administrator.
|
|
SECTION
8.07
|
Resignation
and Removal of the Trustee and the Trust Administrator.
|
|
SECTION
8.08
|
Successor
Trustee or Trust Administrator.
|
|
SECTION
8.09
|
Merger
or Consolidation of Trustee or Trust Administrator.
|
|
SECTION
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
|
SECTION
8.11
|
[intentionally
omitted]
|
|
SECTION
8.12
|
Appointment
of Office or Agency.
|
|
SECTION
8.13
|
Representations
and Warranties.
|
|
SECTION
8.14
|
Appointment
and Removal of Paying Agent, Authenticating Agent and Certificate
Registrar.
|
|
SECTION
8.15
|
No
Trustee Liability for Actions or Inactions of Custodians.
|
|
ARTICLE
IX
TERMINATION
|
|
|
SECTION
9.01
|
Termination
Upon Repurchase or Liquidation of the Mortgage Loans.
|
|
SECTION
9.02
|
Additional
Termination Requirements.
|
|
ARTICLE
X
REMIC
PROVISIONS
|
|
|
SECTION
10.01
|
REMIC
Administration.
|
|
SECTION
10.02
|
Prohibited
Transactions and Activities.
|
|
SECTION
10.03
|
Master
Servicer and Trust Administrator Indemnification.
|
|
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
|
|
|
SECTION
11.01
|
Amendment.
|
|
SECTION
11.02
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
11.03
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
11.04
|
Governing
Law.
|
|
SECTION
11.05
|
Notices.
|
|
SECTION
11.06
|
Severability
of Provisions.
|
|
SECTION
11.07
|
Notice
to Rating Agencies.
|
|
SECTION
11.08
|
Article
and Section References.
|
|
SECTION
11.09
|
Grant
of Security Interest.
|
|
SECTION
11.10
|
Intention
of the Parties and Interpretation.
|
|
EXHIBITS
|
|
|
Exhibit
A-1
|
Form
of Class 1-A1 Certificate
|
|
Exhibit
A-2
|
Form
of Class 1-A2 Certificate
|
|
Exhibit
A-3
|
Form
of Class 1-A3 Certificate
|
|
Exhibit
A-4
|
Form
of Class 1-A4 Certificate
|
|
Exhibit
A-5
|
Form
of Class 1-M1 Certificate
|
|
Exhibit
A-6
|
Form
of Class 1-M2 Certificate
|
|
Exhibit
A-7
|
Form
of Class 1-M3 Certificate
|
|
Exhibit
A-8
|
Form
of Class 1-M4 Certificate
|
|
Exhibit
A-9
|
Form
of Class 1-CE Certificate
|
|
Exhibit
A-10
|
Form
of Class 1-R Certificate
|
|
Exhibit
A-11
|
Form
of Class 2-A Certificate
|
|
Exhibit
A-12
|
Form
of Class 2-AIO Certificate
|
|
Exhibit
A-13
|
Form
of Class 2-BIO Certificate
|
|
Exhibit
A-14
|
Form
of Class 2-B1 Certificate
|
|
Exhibit
A-15
|
Form
of Class 2-B2 Certificate
|
|
Exhibit
A-16
|
Form
of Class 2-B3 Certificate
|
|
Exhibit
A-17
|
Form
of Class 2-B4 Certificate
|
|
Exhibit
A-18
|
Form
of Class 2-B5 Certificate
|
|
Exhibit
A-19
|
Form
of Class 2-B6 Certificate
|
|
Exhibit
A-20
|
Form
of Class 2-R Certificate
|
|
Exhibit
B
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
C
|
Servicing
Criteria to be Addressed in Assessment of Compliance
|
|
Exhibit
D
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
E
|
Request
for Release
|
|
Exhibit
F-1
|
Form
of Transferor Representation Letter and Form of Transferee Representation
Letter in Connection with Transfer of the Private Certificates Pursuant
to
Rule 144A Under the 1933 Act
|
|
Exhibit
F-2
|
Form
of Transfer Affidavit and Agreement and Form of Transferor Affidavit
in
Connection with Transfer of Residual Certificates
|
|
Exhibit
G
|
Form
of Certification with respect to ERISA and the Code
|
|
Exhibit
H
|
Form
of Master Servicer Certification
|
|
Exhibit
I
|
Form
of Back-up Certification
|
|
Exhibit
J
|
Form
of Interest Rate Cap Agreement
|
|
Schedule
1
|
Mortgage
Loan Schedule
|
This
Pooling and Servicing Agreement, is dated and effective as of November 1, 2006,
among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC.,
as
Master Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent,
Certificate Registrar and Authenticating Agent and U.S. BANK NATIONAL
ASSOCIATION, as Trustee.
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates to be issued hereunder
in
multiple classes, which in the aggregate will evidence the entire beneficial
ownership interest in each REMIC (as defined herein) created hereunder. The
Trust Fund will consist of a segregated pool of assets comprised of the Mortgage
Loans and certain other related assets subject to this Agreement.
REMIC
I-A
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Group 1 Mortgage Loans and certain other related
assets subject to this Agreement as a REMIC (as defined herein) for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC I-A”. The Class R-IA Residual Interest will be the sole class of
“residual interests” in REMIC I-A for purposes of the REMIC Provisions (as
defined herein). The following table irrevocably sets forth the designation,
the
REMIC I-A Remittance Rate, the initial Uncertificated Balance and, for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for each of the REMIC I-A Regular Interests (as defined
herein). None of the REMIC I-A Regular Interests will be certificated.
|
Designation
|
REMIC
I-A Remittance Rate
|
Initial
Uncertificated Balance
|
Latest
Possible Maturity Date(1)
|
||||
|
LT-AA
|
(2)
|
$
|
403,237,632.49
|
November
2036
|
|||
|
LT-1A1
|
(2)
|
$
|
1,746,540.00
|
November
2036
|
|||
|
LT-1A2
|
(2)
|
$
|
1,080,410.00
|
November
2036
|
|||
|
LT-1A3
|
(2)
|
$
|
665,170.00
|
November
2036
|
|||
|
LT-1A4
|
(2)
|
$
|
388,010.00
|
November
2036
|
|||
|
LT-1M1
|
(2)
|
$
|
94,630.00
|
November
2036
|
|||
|
LT-1M2
|
(2)
|
$
|
61,720.00
|
November
2036
|
|||
|
LT-1M3
|
(2)
|
$
|
24,690.00
|
November
2036
|
|||
|
LT-1M4
|
(2)
|
$
|
20,580.00
|
November
2036
|
|||
|
LT-ZZ
|
(2)
|
$
|
4,147,589.44
|
November
2036
|
|||
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the month of the maturity
date
for the Group 1 Mortgage Loan with the latest maturity date has been
designated as the “latest possible maturity date” for each REMIC I-A
Regular Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “REMIC I-A Remittance Rate”
herein.
|
REMIC
I-B
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC I-A Regular Interests subject to this
Agreement as a REMIC (as defined herein) for federal income tax purposes, and
such segregated pool of assets will be designated as “REMIC I-B”. The Class R-IB
Residual Interest will be the sole class of “residual interests” in REMIC I-B
for purposes of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the Pass-Through Rate, the initial
Certificate Principal Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
each of the Classes of Certificates that evidence “regular interests” in REMIC
I-B.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
Class
1-A1
|
Variable
(2)
|
$
|
174,654,000.00
|
November
2036
|
|||
|
Class
1-A2
|
Variable
(2)
|
$
|
108,041,000.00
|
November
2036
|
|||
|
Class
1-A3
|
Variable
(2)
|
$
|
66,517,000.00
|
November
2036
|
|||
|
Class
1-A4
|
Variable
(2)
|
$
|
38,801,000.00
|
November
2036
|
|||
|
Class
1-M1
|
Variable
(2)
|
$
|
9,463,000.00
|
November
2036
|
|||
|
Class
1-M2
|
Variable
(2)
|
$
|
6,172,000.00
|
November
2036
|
|||
|
Class
1-M3
|
Variable
(2)
|
$
|
2,469,000.00
|
November
2036
|
|||
|
Class
1-M4
|
Variable
(2)
|
$
|
2,058,000.00
|
November
2036
|
|||
|
Class
1-CE
|
Variable
(2) (3)
|
$
|
3,291,971.93
|
November
2036
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the month of the maturity
date
for the Group 1 Mortgage Loan with the latest maturity date has been
designated as the “latest possible maturity date” for each Class of Group
1 Certificates.
|
|
(2)
|
Calculated
in accordance with the definition of “Pass-Through Rate”
herein.
|
|
(3)
|
The
Class 1-CE Certificates will accrue interest at their variable
Pass-Through Rate on the Notional Amount of the Class 1-CE Certificates
outstanding from time to time which shall equal the aggregate
Uncertificated Balance of the REMIC I-A Regular Interests. The Class
1-CE
Certificates will not accrue interest on their Certificate Principal
Balance.
|
REMIC
II-A
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the Group 2 Mortgage Loans and certain other related
assets subject to this Agreement as a REMIC (as defined herein) for federal
income tax purposes, and such segregated pool of assets will be designated
as
“REMIC II-A”. The Class R-IIA Residual Interest will be the sole class of
“residual interests” in REMIC II-A for purposes of the REMIC Provisions (as
defined herein). The following table irrevocably sets forth the designation,
the
REMIC II-A Remittance Rate, the initial Uncertificated Balance and, for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
possible maturity date” for each of the REMIC II-A Regular Interests (as defined
herein). None of the REMIC II-A Regular Interests will be
certificated.
|
Designation
|
REMIC
II-A
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date
|
||||
|
LT-2A
|
(2)
|
$
|
214,785,000.00
|
November
2036
|
|||
|
LT-2B1
|
(2)
|
$
|
5,000,000.00
|
November
2036
|
|||
|
LT-2B2
|
(2)
|
$
|
2,500,000.00
|
November
2036
|
|||
|
LT-2B3
|
(2)
|
$
|
1,591,000.00
|
November
2036
|
|||
|
LT-2B4
|
(2)
|
$
|
2,273,000.00
|
November
2036
|
|||
|
LT-2B5
|
(2)
|
$
|
568,000.00
|
November
2036
|
|||
|
LT-2B6
|
(2)
|
$
|
568,607.00
|
November
2036
|
|||
|
LT-R
|
(2)
|
$
|
100.61
|
November
2036
|
|||
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following month of the maturity date
for
the Group 2 Mortgage Loan with the latest maturity date has been
designated as the “latest possible maturity date” for each REMIC II-A
Regular Interest.
|
|
(2)
|
Calculated
in accordance with the definition of “REMIC II-A Remittance Rate”
herein.
|
REMIC
II-B
As
provided herein, the Trust Administrator will elect to treat the segregated
pool
of assets consisting of the REMIC II-A Regular Interests and certain other
related assets subject to this Agreement as a REMIC (as defined herein) for
federal income tax purposes, and such segregated pool of assets will be
designated as “REMIC II-B”. The Class RII-B Residual Interest will be the sole
class of “residual interests” in REMIC II-B for purposes of the REMIC Provisions
(as defined herein). The following table irrevocably sets forth the designation,
the Pass-Through Rate, the initial Certificate Principal Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the Classes of Certificates that
evidence “regular interests” or “residual interests” in REMIC II-B.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate
Certificate
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|
Class
2A
|
Variable
(2)
|
$
|
214,785,000.00
|
November
2036
|
|||
|
Class
2AIO
|
Variable
(3)
|
$
|
(3)
|
November
2036
|
|||
|
Class
2BIO
|
Variable
(3)
|
$
|
(3)
|
November
2036
|
|||
|
Class
2B1
|
Variable
(2)
|
$
|
5,000,000.00
|
November
2036
|
|||
|
Class
2B2
|
Variable
(2)
|
$
|
2,500,000.00
|
November
2036
|
|||
|
Class
2B3
|
Variable
(2)
|
$
|
1,591,000.00
|
November
2036
|
|||
|
Class
2B4
|
Variable
(2)
|
$
|
2,273,000.00
|
November
2036
|
|||
|
Class
2B5
|
Variable
(2)
|
$
|
568,000.00
|
November
2036
|
|||
|
Class
2B6
|
Variable
(2)
|
$
|
568,607.00
|
November
2036
|
|||
|
Class
2-R
|
Variable
(2)
|
$
|
100.61
|
November
2036
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
the
Distribution Date in the month following the month of the maturity
date
for the Group 2 Mortgage Loan with the latest maturity date has been
designated as the “latest possible maturity date” for each Class of Group
2 Certificates.
|
|
(2)
|
Calculated
in accordance with the definition of “Pass-Through Rate”
herein.
|
|
(3)
|
These
Classes of Certificates are Interest Only Certificates and shall
not have
Certificate Principal Balances. These Certificates shall accrue interest
on the Notional Amount thereof. The Notional Amount of each of these
Classes of Certificates will be calculated for each Distribution
Date as
set forth herein.
|
As
of the
Cut-off Date, the Group 1 Mortgage Loans had an aggregate Scheduled Principal
Balance equal to $411,466,971.93.
As of the Cut-off Date, the Group 2 Mortgage Loans had an aggregate Scheduled
Principal Balance equal to $227,285,706.61, and on the Closing Date, the
Distribution Account contained $1.00, which shall be deemed principal with
respect to Collateral Pool 2, plus one month’s interest thereon at the Net WAC
Rate of the Group 2 Mortgage Loans.
In
consideration of the mutual agreements herein contained, the Depositor, the
Master Servicer, the Trust Administrator, the Paying Agent, the Authenticating
Agent, the Certificate Registrar and the Trustee agree as follows:
ARTICLE
I
DEFINITIONS
| SECTION 1.01 |
Defined
Terms.
|
Whenever
used in this Agreement, including, without limitation, in the Preliminary
Statement hereto, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise
specified, all calculations described herein shall be made on the basis of
a
360-day year consisting of twelve 30-day months.
“Adjustable-Rate
Mortgage Loan”: Each Group 1 Mortgage Loan and Group 2 Mortgage
Loan.
“Adjustment
Amount”: With respect to Collateral Pool 2 and each anniversary of the Cut-off
Date, an amount equal to the greatest of (i) 1.00% multiplied by the aggregate
outstanding principal balance of the related Mortgage Loans, (ii) the aggregate
outstanding principal balance of the related Mortgage Loans secured by Mortgaged
Properties located in the California postal zip code area in which the highest
percentage of related Mortgage Loans based on outstanding principal balance
are
located and (iii) two times the outstanding principal balance of the related
Mortgage Loan having the largest outstanding principal balance, in each case
as
of such anniversary of the Cut-off Date.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of a Mortgage Loan changes pursuant to the
related Mortgage Note. The first Adjustment Date following the Cut-off Date
as
to each Mortgage Loan is set forth in the Mortgage Loan Schedule.
“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled
by or under common control with such specified Person. For the purposes of
this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to Collateral Pool 1 and any Distribution
Date and any Class of Group 1 Mezzanine Certificates, (x) the sum of (i) any
Realized Losses allocated to such Class of Certificates on such Distribution
Date and (ii) the amount of any Allocated Realized Loss Amount for such Class
of
Certificates remaining unpaid from the immediately preceding Distribution Date
minus (y) the amount of any increase in the Certificate Principal Balance of
such Class due to the receipt of Subsequent Recoveries as provided in Section
4.01.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction wherein
the related Mortgaged Property is located to reflect the record of sale of
the
Mortgage.
“Available
Distribution Amount”: With respect to Collateral Pool 1 and a Distribution Date,
the Group 1 Available Distribution Amount for such Distribution Date. With
respect to Collateral Pool 2 and a Distribution Date, the Group 2 Available
Distribution Amount for such Distribution Date.
“Authenticating
Agent”: Citibank, or its successor in interest, or any successor authenticating
agent appointed as herein provided.
“Back-up
Certification”: If the Master Servicer is not an affiliate of the Trust
Administrator, a written certification, substantially in the form attached
hereto as Exhibit I, signed by an officer of the Trust
Administrator.
“Bankruptcy
Amount”: As of any date of determination, with respect to Collateral Pool 2, an
amount equal to the excess, if any, of (A) $100,000.00 over (B) the aggregate
amount of Bankruptcy Losses allocated solely to the Group 2 Class B Certificates
in accordance with Section 4.04.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy
Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its
nominee. Initially, the Book-Entry Certificates will be all Classes of the
Certificates other than the Residual Certificates and
the
Class 1-CE Certificates.
“Book-Entry
Custodian”: The custodian appointed pursuant to Section 5.01.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of New York, each state in which
any
Initial Sub-Servicer conducts its business, the State of Missouri, the State
of
Texas, the city in which the Corporate Trust Office of the Trustee or the
Corporate Trust Office of the Paying Agent is located are authorized or
obligated by law or executive order to be closed.
“Cap
Account”: The account or accounts created and maintained pursuant to Section
4.08. The Cap Account must be an Eligible Account.
“Cap
Administration Agreement”: The cap administration agreement, dated as of
November 30, 2006 among the Cap Trustee, the Trust Administrator and Citigroup
Global Markets Realty Corp.
“Cap
Administrator”: Citibank, N.A.
“Cap
Trust”: The
cap
trust established by the Cap Administration Agreement whereby the Cap
Trustee shall deposit the Cap Contract. The cap trust shall be maintained by
the
Cap Trustee and administered on its behalf by the Cap Administrator. The sole
assets of the cap trust shall be the Cap Contract and the Cap Trust
Account.
“Cap
Trustee”: Citibank, N.A.
“Cash-out
Refinancing”: A Refinanced Mortgage Loan the proceeds of which were in excess of
the principal balance of any existing first mortgage on the related Mortgaged
Property and related closing costs, and were used to pay any such existing
first
mortgage, related closing costs and subordinate mortgages on the related
Mortgaged Property.
“Certificate”:
Any one of the Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
Certificates, Series 2006-AR9, issued under this Agreement.
“Certificate
Factor”: With respect to any Class of Certificates as of any Distribution Date,
a fraction, expressed as a decimal carried to six places, the numerator of
which
is the aggregate Certificate Principal Balance or Notional Amount of such Class
of Certificates on such Distribution Date (after giving effect to any
distributions of principal and allocations of Realized Losses and Extraordinary
Trust Fund Expenses in reduction of the Certificate Principal Balance of such
Class of Certificates to be made on such Distribution Date), and the denominator
of which is the initial aggregate Certificate Principal Balance or Notional
Amount of such Class of Certificates as of the Closing Date.
“Certificate
Margin”: With respect to the Group 1 Offered Certificates and for purposes of
the Marker Rate and the Maximum LT-ZZ Uncertificated Interest Deferral Amount,
the specified REMIC I-A Regular Interest as follows:
|
Class
|
REMIC
I-A Regular Interest
|
Certificate
Margin
|
|
|
(1)
(%)
|
(2)
(%)
|
||
|
1-A1
|
LT-1A1
|
0.070%
|
0.140%
|
|
1-A2
|
LT-1A2
|
0.170%
|
0.340%
|
|
1-A3
|
LT-1A3
|
0.240%
|
0.480%
|
|
1-A4
|
LT-1A4
|
0.240%
|
0.480%
|
|
1-M1
|
LT-1M1
|
0.340%
|
0.510%
|
|
1-M2
|
LT-1M1
|
0.470%
|
0.705%
|
|
1-M3
|
LT-1M3
|
1.150%
|
1.725%
|
|
1-M4
|
LT-1M4
|
1.250%
|
1.875%
|
__________
(1)
For
each Interest Accrual Period for each Distribution Date on or prior to the
Optional Termination Date.
(2)
For
each other Interest Accrual Period.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or a Non-United
States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor or the Master
Servicer or any Affiliate thereof shall be deemed not to be outstanding and
the
Voting Rights to which it is entitled shall not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to
effect any such consent has been obtained, except as otherwise provided in
Section 11.01. The Trustee and the Trust Administrator may conclusively rely
upon a certificate of the Depositor or the Master Servicer in determining
whether a Certificate is held by an Affiliate thereof. All references herein
to
“Holders” or “Certificateholders” shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and
participating members thereof, except as otherwise specified herein; provided,
however, that the Trustee and the Trust Administrator shall be required to
recognize as a “Holder” or “Certificateholder” only the Person in whose name a
Certificate is registered in the Certificate Register.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of the Depository
or on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as
agent.
“Certificate
Principal Balance”: A Group 1 Certificate Principal Balance or Group 2
Certificate Principal Balance.
“Certificate
Register”: The register maintained pursuant to Section 5.02.
“Certificate
Registrar”: Citibank, or its successor in interest, or any successor certificate
registrar appointed as herein provided.
“Citibank”:
Citibank, N.A.
“Class”:
Collectively, all of the Certificates bearing the same class
designation.
“Class
1-A1 Certificate”: Any one of the Class 1-A1 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-1 and evidencing a Regular Interest
in
REMIC I-B for purposes of the REMIC Provisions.
“Class
1-A2 Certificate”: Any one of the Class 1-A2 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-2 and evidencing a Regular Interest
in
REMIC I-B for purposes of the REMIC Provisions.
“Class
1-A3 Certificate”: Any one of the Class 1-A3 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-3 and evidencing a Regular Interest
in
REMIC I-B for purposes of the REMIC Provisions.
“Class
1-A4 Certificate”: Any one of the Class 1-A4 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-4 and evidencing a Regular Interest
in
REMIC I-B for purposes of the REMIC Provisions.
“Class
1-CE Certificate”: Any one of the Class 1-CE Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-9 and evidencing a Regular Interest
in
REMIC I-B for purposes of the REMIC Provisions.
“Class
1-M1 Certificate”: Any one of the Class 1-M1 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest
in
REMIC I-B for purposes of the REMIC Provisions.
“Class
1-M1 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Group 1 Class A Certificates (after taking into account the distribution of
the
Group 1 Senior Principal Distribution Amount on such Distribution Date) and
(ii)
the Certificate Principal Balance of the Class 1-M1 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
93.20% and (ii) the aggregate Stated Principal Balance of the Group 1 Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate
Stated Principal Balance of the Group 1 Mortgage Loans as of the last day of
the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Group
1
Mortgage Loans as of the Cut-off Date.
“Class
1-M2 Certificate”: Any one of the Class 1-M2 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-6 and evidencing a Regular Interest
in
REMIC I-B for purposes of the REMIC Provisions.
“Class
1-M2 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Group 1 Class A Certificates (after taking into account the distribution of
the
Group 1 Senior Principal Distribution Amount on such Distribution Date), (ii)
the Certificate Principal Balance of the Class 1-M1 Certificates (after taking
into account the distribution of the Class 1-M1 Principal Distribution Amount
on
such Distribution Date) and (iii) the Certificate Principal Balance of the
Class
1-M2 Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 96.20% and (ii) the aggregate Stated Principal
Balance of the Group 1 Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and
(B)
the excess, if any, of (i) the aggregate Stated Principal Balance of the Group
1
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) over (ii) 0.50% of the aggregate Stated
Principal Balance of the Group 1 Mortgage Loans as of the Cut-off
Date.
“Class
1-M3 Certificate”: Any one of the Class 1-M3 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-7 and evidencing a Regular Interest
in
REMIC I-B for purposes of the REMIC Provisions.
“Class
1-M3 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Group 1 Class A Certificates (after taking into account the distribution of
the
Group 1 Senior Principal Distribution Amount on such Distribution Date), (ii)
the Certificate Principal Balance of the Class 1-M1 Certificates (after taking
into account the distribution of the Class 1-M1 Principal Distribution Amount
on
such Distribution Date), (iii) the Certificate Principal Balance of the Class
1-M2 Certificates (after taking into account the distribution of the Class
1-M2
Principal Distribution Amount on such Distribution Date) and (iv) the
Certificate Principal Balance of the Class 1-M3 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i) 97.40%
and (ii) the aggregate Stated Principal Balance of the Group 1 Mortgage Loans
as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the excess, if any, of (i) the aggregate
Stated Principal Balance of the Group 1 Mortgage Loans as of the last day of
the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Group
1
Mortgage Loans as of the Cut-off Date.
“Class
1-M4 Certificate”: Any one of the Class 1-M4 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-8 and evidencing a Regular Interest
in
REMIC I-B for purposes of the REMIC Provisions.
“Class
1-M4 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Group 1 Class A Certificates (after taking into account the distribution of
the
Group 1 Senior Principal Distribution Amount on such Distribution Date), (ii)
the Certificate Principal Balance of the Class 1-M1 Certificates (after taking
into account the distribution of the Class 1-M1 Principal Distribution Amount
on
such Distribution Date), (iii) the Certificate Principal Balance of the Class
1-M2 Certificates (after taking into account the distribution of the Class
1-M2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class 1-M3 Certificates (after taking into account
the
distribution of the Class 1-M3 Principal Distribution Amount on such
Distribution Date) and (v) the Certificate Principal Balance of the Class 1-M4
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 98.40% and (ii) the aggregate Stated Principal Balance
of
the Group 1 Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (B) the excess,
if
any, of (i) the aggregate Stated Principal Balance of the Group 1 Mortgage
Loans
as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) over (ii) 0.50% of the aggregate Stated Principal
Balance of the Group 1 Mortgage Loans as of the Cut-off Date.
“Class
1-R Certificate”: Any
one
of the Class 1-R Certificates executed by the Paying Agent and authenticated
and
delivered by the Authenticating Agent, substantially in the form annexed hereto
as Exhibit A-10 and evidencing the ownership of the Class R-IA Residual Interest
and the Class R-IB Residual Interest.
“Class
2-A Certificate”: Any one of the Class 2-A Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-11 and evidencing a Regular Interest
in
REMIC II-B for purposes of the REMIC Provisions.
“Class
2-AIO Certificate”: Any one of the Class 2-AIO Certificates executed by the
Paying Agent and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A-12 and evidencing a
Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
“Class
2-BIO Certificate”: Any one of the Class 2-BIO Certificates executed by the
Paying Agent and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A-13 and evidencing a
Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
“Class
2-B1 Certificate”: Any one of the Class 2-B1 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-14 and evidencing a Regular Interest
in
REMIC II-B for purposes of the REMIC Provisions.
“Class
2-B1 Percentage”: With respect to any Distribution Date, a fraction, expressed
as a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 2-B1 Certificates immediately prior
to such date over the aggregate amount, if any, payable to the Holders of the
Class 2-B1 Certificates on such date pursuant to Section 4.01(II)(b)(1)(Z),
and the
denominator of which is the excess, if any, of the aggregate of the Certificate
Principal Balances of the Group 2 Subordinate Certificates immediately prior
to
such date over the aggregate amount, if any, payable to the Holders of the
Group
2 Subordinate Certificates on such date pursuant to Section
4.01(II)(b)(1)(Z).
“Class
2-B2 Certificate”: Any one of the Class 2-B2 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-15 and
evidencing a Regular Interest in REMIC II-B for purposes of the REMIC
Provisions.
“Class
2-B2 Percentage”: With respect to any Distribution Date, a fraction, expressed
as a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 2-B2 Certificates immediately prior
to such date over the aggregate amount, if any, payable to the Holders of the
Class 2-B2 Certificates on such date pursuant to Section 4.01(II)(b)(1)(Z),
and
the denominator of which is the excess, if any, of the aggregate of the
Certificate Principal Balances of the Group 2 Subordinate Certificates
immediately prior to such date over the aggregate amount, if any, payable to
the
Holders of the Group 2 Subordinate Certificates on such date pursuant to Section
4.01(II)(b)(1)(Z).
“Class
2-B3 Certificate”: Any one of the Class 2-B3 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-16 and evidencing a Regular Interest
in
REMIC II-B for purposes of the REMIC Provisions.
“Class
2-B3 Percentage”: With respect to any Distribution Date, a fraction, expressed
as a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 2-B3 Certificates immediately prior
to such date over the aggregate amount, if any, payable to the Holders of the
Class 2-B3 Certificates on such date pursuant to Section 4.01(II)(b)(1)(Z),
and
the denominator of which is the excess, if any, of the aggregate of the
Certificate Principal Balances of the Group 2 Subordinate Certificates
immediately prior to such date over the aggregate amount, if any, payable to
the
Holders of the Group 2 Subordinate Certificates on such date pursuant to Section
4.01(II)(b)(1)(Z).
“Class
2-B4 Certificate”: Any one of the Class 2-B4 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-17 and evidencing a Regular Interest
in
REMIC II-B for purposes of the REMIC Provisions.
“Class
2-B4 Percentage”: With respect to any Distribution Date, a fraction, expressed
as a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 2-B4 Certificates immediately prior
to such date over the aggregate amount, if any, payable to the Holders of the
Class 2-B4 Certificates on such date pursuant to Section 4.01(II)(b)(1)(Z),
and
the denominator of which is the excess, if any, of the aggregate of the
Certificate Principal Balances of the Group 2 Subordinate Certificates
immediately prior to such date over the aggregate amount, if any, payable to
the
Holders of the Group 2 Subordinate Certificates on such date pursuant to Section
4.01(II)(b)(1)(Z).
“Class
2-B5 Certificate”: Any one of the Class 2-B5 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-18 and evidencing a Regular Interest
in
REMIC II-B for purposes of the REMIC Provisions.
“Class
2-B5 Percentage”: With respect to any Distribution Date, a fraction, expressed
as a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 2-B5 Certificates immediately prior
to such date over the aggregate amount, if any, payable to the Holders of the
Class 2-B5 Certificates on such date pursuant to Section 4.01(II)(b)(1)(Z),
and
the denominator of which is the excess, if any, of the aggregate of the
Certificate Principal Balances of the Group 2 Subordinate Certificates
immediately prior to such date over the aggregate amount, if any, payable to
the
Holders of the Group 2 Subordinate Certificates on such date pursuant to Section
4.01(II)(b)(1)(Z).
“Class
2-B6 Certificate”: Any one of the Class 2-B6 Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-19 and evidencing a Regular Interest
in
REMIC II-B for purposes of the REMIC Provisions.
“Class
2-B6 Percentage”: With respect to any Distribution Date, a fraction, expressed
as a percentage, the numerator of which is the excess, if any, of the aggregate
Certificate Principal Balance of the Class 2-B6 Certificates immediately prior
to such date over the aggregate amount, if any, payable to the Holders of the
Class 2-B6 Certificates on such date pursuant to Section 4.01(II)(b)(1)(Z),
and
the denominator of which is the excess, if any, of the aggregate of the
Certificate Principal Balances of the Group 2 Subordinate Certificates
immediately prior to such date over the aggregate amount, if any, payable to
the
Holders of the Group 2 Subordinate Certificates on such date pursuant to Section
4.01(II)(b)(1)(Z).
“Class
2-R Certificate”: Any one of the Class 2-R Certificates executed by the Paying
Agent and authenticated and delivered by the Authenticating Agent, substantially
in the form annexed hereto as Exhibit A-20 and evidencing the ownership of
the
Class R-IIA Residual Interest and the Class R-IIB Residual
Interest.
“Class
A
Certificates”: The Group 1 Class A Certificates and the Group 2 Class A
Certificates.
“Class
B
Percentage”: Any one of the Class 2-B1 Percentage, the Class 2-B2 Percentage,
the Class 2-B3 Percentage, the Class 2-B4 Percentage, the Class 2-B5 Percentage
and the Class 2-B6 Percentage.
“Class
R-IA Residual Interest”: The uncertificated Residual Interest in REMIC
I-A.
“Class
R-IB Residual Interest”: The uncertificated Residual Interest in REMIC I-B.
“Class
R-IIA Residual Interest”: The uncertificated Residual Interest in REMIC
II-A.
“Class
R-IIB Residual Interest”: The uncertificated Residual Interest in REMIC
II-B.
“Closing
Date”: November 30, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collateral
Pool”: Collateral Pool 1 and Collateral Pool 2.
“Collateral
Pool 1”: The Group 1 Mortgage Loans.
“Collateral
Pool 2”: The Group 2 Mortgage Loans.
“Collection
Account”: The account or accounts created and maintained by the Master Servicer
pursuant to Section 3.10(a), which shall be entitled, “CitiMortgage, Inc., as
Master Servicer for U.S. Bank National Association, as Trustee, in trust for
the
registered holders of Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through
Certificates, Series 2006-AR9.” The Collection Account must be an Eligible
Account.
“Commission”:
The Securities and Exchange Commission.
“Compensating
Interest Payment”: With respect to Collateral Pool 1 or Collateral Pool 2 and
the Mortgage Loans in such Collateral Pool and any prepayments in full or in
part, any
shortfall in interest collections for the related Certificates attributable
to
such prepayments, not to exceed an
amount
which, when added to all amounts allocable to interest received in connection
with such prepayment, equals one month’s interest on the amount of principal so
prepaid at the related mortgage rate net of the related servicing fee rate
(as
set forth in the applicable Initial Sub-Servicing Agreement), but not more
than
the aggregate amount of the Servicing Fees for the related Due Period with
respect to the Mortgage Loans in such Collateral Pool.
“Corporate
Trust Office”: The principal corporate trust office of the Trustee, the Paying
Agent, the Certificate Registrar or the Authenticating Agent, as the case may
be, at which at any particular time its corporate trust business in connection
with this Agreement shall be administered, which office at the date of the
execution of this instrument is located at (i) with respect to the Trustee,
U.S.
Bank National Association, Xxx Xxxxxxx Xxxxxx, 0xx
Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services, or at such
other address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Master Servicer, the Paying Agent, the
Certificate Registrar, the Authenticating Agent and the Trust Administrator
and
(ii) with respect to the Paying Agent, the Certificate Registrar and the
Authenticating Agent, Citibank, N.A., as Paying Agent, as Certificate Registrar
or as Authenticating Agent, as the case may be, 000 Xxxxxxxxx Xxxxxx,
00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, or at such other address as the Paying Agent, the
Certificate Registrar and the Authenticating Agent may designate from time
to
time by notice to the Certificateholders, the Depositor, the Master Servicer,
the Trust Administrator and the Trustee.
“Corresponding
Certificate”: With
respect to each REMIC I-A Regular Interest (other than REMIC I-A
Regular Interest LT-AA and REMIC I-A
Regular Interest LTZZ),
as
follows:
|
REMIC
I-A Regular Interest
|
Class
|
|
REMIC
I-A Regular Interest LT-1A1
|
1-A1
|
|
REMIC
I-A Regular Interest LT-1A2
|
1-A2
|
|
REMIC
I-A Regular Interest LT-1A3
|
1-A3
|
|
REMIC
I-A Regular Interest LT-1A4
|
1-A4
|
|
REMIC
I-A Regular Interest LT-1M1
|
1-M1
|
|
REMIC
I-A Regular Interest LT-1M2
|
1-M2
|
|
REMIC
I-A Regular Interest LT-1M3
|
1-M3
|
|
REMIC
I-A Regular Interest LT-1M4
|
1-M4
|
With
respect to each REMIC II-A Regular Interest listed
below, as follows:
|
REMIC
II-A Regular Interest
|
Class
|
|
REMIC
II-A Regular Interest LT-2A
|
2A
|
|
REMIC
II-A Regular Interest LT-2B1
|
2B1
|
|
REMIC
II-A Regular Interest LT-2B2
|
2B2
|
|
REMIC
II-A Regular Interest LT-2B3
|
2B3
|
|
REMIC
II-A Regular Interest LT-2B4
|
2B4
|
|
REMIC
II-A Regular Interest LT-2B5
|
2B5
|
|
REMIC
II-A Regular Interest LT-2B6
|
2B6
|
“Credit
Risk Manager”: Xxxxxxx Fixed Income Services Inc., formerly known as The
Murrayhill Company, a Colorado corporation, and its successors and
assigns.
“Credit
Risk Management Agreement”: The agreement between the Credit Risk Manager and
the Initial Sub-Servicer regarding the loss mitigation and advisory services
to
be provided by the Credit Risk Manager with respect to the Group 1 Mortgage
Loans.
“Credit
Risk Manager Fee”: With respect to any Distribution Date and each Mortgage Loan
in Collateral Pool 1, an amount equal to the Credit Risk Manager Fee Rate
accrued for one month on the aggregate Stated Principal Balance of such Mortgage
Loans as of the first day of the related Due Period.
“Credit
Risk Manager Fee Rate”: 0.0075% per annum.
“Custodian”:
A document custodian appointed by the Trustee to perform (or in the case of
the
initial Custodian otherwise engaged to perform) custodial duties with respect
to
the Mortgage Files. The initial Custodian is Citibank, N.A. a national banking
association. A Custodian may be the Trustee, any Affiliate of the Trustee or
an
independent entity.
“Custodial
Agreement”: An agreement pursuant to which a Custodian performs custodial duties
with respect to the Mortgage Files. With respect to the initial Custodian,
the
applicable agreement pursuant to which the initial Custodian performs its
custodial duties with respect to the Mortgage Files.
“Cut-off
Date”: With respect to each Original Mortgage Loan, November 1, 2006. With
respect to all Qualified Substitute Mortgage Loans, their respective dates
of
substitution. References herein to the “Cut-off Date,” when used with respect to
more than one Mortgage Loan, shall be to the respective Cut-off Dates for such
Mortgage Loans.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less than
the then outstanding principal balance of the Mortgage Loan, which valuation
results from a proceeding initiated under the Bankruptcy Code.
“Definitive
Certificates”: As defined in Section 5.01(b).
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Delinquency
Percentage”: With respect to Collateral Pool 1, as of the last day of the
related Due Period, the percentage equivalent of a fraction, the numerator
of
which is the aggregate Stated Principal Balance of the Group 1 Mortgage Loans
that, as of the last day of the previous calendar month, are 60 or more days
delinquent, are in foreclosure, have been converted to REO Properties or in
bankruptcy (and delinquent 60 days or more), and the denominator of which is
the
aggregate Stated Principal Balance of the Group 1 Mortgage Loans and related
REO
Properties as of the last day of the previous calendar month.
“Depositor”:
Citigroup Mortgage Loan Trust Inc., a Delaware corporation, or its successor
in
interest.
“Depository”:
The Depository Trust Company or any successor Depository hereafter named. The
nominee of the initial Depository, for purposes of registering those
Certificates that are to be Book-Entry Certificates, is Cede & Co. The
Depository shall at all times be a “clearing corporation” as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended.
“Depository
Institution”: Any depository institution or trust company, including the Trustee
and the Paying Agent, that (a) is incorporated under the laws of the United
States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has, or is a
subsidiary of a holding company that has, an outstanding unsecured commercial
paper or other short-term unsecured debt obligations that are rated in the
highest rating category by at least two of the Rating Agencies (or a comparable
rating if S&P, Fitch and Xxxxx’x are not the Rating Agencies).
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to each Distribution Date, the 18th day of the calendar
month in which such Distribution Date occurs or, if such 18th day is not a
Business Day, the Business Day immediately following such 18th
day;
provided, however, that with respect to each Distribution Date and any Mortgage
Loans subject to an Initial Sub-Servicing Agreement, the Determination Date
shall be the date, relating to such Distribution Date, after which any Monthly
Payments received are not reported by the Sub-Servicer as having been received
for inclusion in the amounts remitted by such Sub-Servicer on the related
remittance date under the Sub-Servicing Agreement in respect of Monthly Payments
on the related Mortgage Loans.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by REMIC I-A or REMIC II-A, other than through
an
Independent Contractor; provided, however, that the Trustee (or the Master
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO Property solely because the Trustee (or the Master Servicer on behalf
of
the Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs or
capital expenditures with respect to such REO Property.
“Disqualified
Organization”: Any of the following: (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for Xxxxxxx Mac, a majority of its board of directors is not selected by such
governmental unit), (ii) any foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers’ cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the
tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C)
of
the Code, (v) an “electing large partnership” within the meaning of Section 775
of the Code and (vi) any other Person so designated by the Trustee based upon
an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause any REMIC or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise
be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms “United States,” “State” and “international
organization” shall have the meanings set forth in Section 7701 of the Code or
successor provisions.
“Distribution
Account”: The trust account or accounts created and maintained by the Paying
Agent pursuant to Section 3.10(b) which shall be entitled “Citibank, N.A., as
Paying Agent, in trust for the registered holders of Citigroup Mortgage Loan
Trust Inc., Mortgage Pass- Through Certificates, Series 2006-AR9.” The
Distribution Account must be an Eligible Account.
“Distribution
Date”: The 25th day of any month, or if such 25th day is not a Business Day, the
Business Day immediately following such 25th day, commencing in December
2006.
“DOL”:
The United States Department of Labor or any successor in interest.
“DOL
Regulations”: The regulations promulgated by the DOL at 29
C.F.R.ss.2510.3-101.
“Due
Date”: With respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is the day of the month
on
which the Monthly Payment is due on a Mortgage Loan, exclusive of any days
of
grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the calendar month preceding the calendar month in which such
Distribution Date occurs and ending on the related Due Date.
“Eligible
Account”: Any of (i) an account or accounts maintained with a Depository
Institution, (ii) an account or accounts the deposits in which are fully insured
by the FDIC or (iii) a trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or
trust
company acting in its fiduciary capacity. Eligible Accounts may bear
interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Estate
in Real Property”: A fee simple estate in a parcel of land.
“Excess
Bankruptcy Loss”: With respect to Collateral Pool 2, any Bankruptcy Loss, or
portion thereof, which exceeds the then applicable Bankruptcy
Amount.
“Excess
Fraud Loss”: With respect to Collateral Pool 2, any Fraud Loss, or portion
thereof, which exceeds the then applicable Fraud Loss Amount.
“Excess
Loss”: With respect to Collateral Pool 2, any Excess Bankruptcy Loss, Excess
Special Hazard Loss, Excess Fraud Loss or Extraordinary Loss.
“Excess
Overcollateralized Amount”: With respect to the Group 1 Offered Certificates and
any Distribution Date, the excess, if any, of (i) the Overcollateralized Amount
for such Distribution Date (calculated for this purpose only after assuming
that
100% of the Principal Remittance Amount on such Distribution Date has been
distributed) over (ii) the Overcollateralization Target Amount for such
Distribution Date.
“Excess
Special Hazard Loss”: With respect to Collateral Pool 2, any Special Hazard
Loss, or portion thereof, that exceeds the then applicable Special Hazard
Amount.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended.
“Expense
Adjusted Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the
related REO Property) as of any date of determination, a per annum rate of
interest equal to the then applicable Maximum Mortgage Rate (or Mortgage Rate,
in the case of any fixed-rate Mortgage Loan) for such Mortgage Loan minus the
applicable Servicing Fee Rate and, if such Mortgage Loan is included in
Collateral Pool 1, the Credit Risk Manager Fee Rate and, if such Mortgage Loan
has lender-paid primary mortgage insurance, the applicable premium
rate.
“Expense
Adjusted Mortgage Rate”: With respect to any Mortgage Loan (or the related REO
Property) as of any date of determination, a per annum rate of interest equal
to
the then applicable Mortgage Rate for such Mortgage Loan minus the applicable
Servicing Fee Rate and, if such Mortgage Loan is included in Collateral Pool
1,
the Credit Risk Manager Fee Rate and, if such Mortgage Loan has lender-paid
primary mortgage insurance, the applicable premium rate.
“Extraordinary
Loss”: With respect to Collateral Pool 2, any Realized Loss or portion thereof
caused by or resulting from:
(i) nuclear
or chemical reaction or nuclear radiation or radioactive or chemical
contamination, all whether controlled or uncontrolled and whether such loss
be
direct or indirect, proximate or remote or be in whole or in part caused by,
contributed to or aggravated by a peril covered by the definition of the term
“Special Hazard Loss”;
(ii) hostile
or warlike action in time of peace or war, including action in hindering,
combating or defending against an actual, impending or expected attack by any
government or sovereign power, de
jure
or
de
facto,
or by
any authority maintaining or using military, naval or air forces, or by
military, naval or air forces, or by an agent of any such government, power,
authority or forces;
(iii) any
weapon of war employing atomic fission or radioactive forces whether in time
of
peace or war, and
(iv) insurrection,
rebellion, revolution, civil war, usurped power or action taken by governmental
authority in hindering, combating or defending against such an occurrence,
seizure or destruction under quarantine or customs regulations, confiscation
by
order of any government or public authority, or risks of contraband or illegal
transactions or trade.
“Extraordinary
Trust Fund Expenses”: Any amounts reimbursable to the Master Servicer or the
Depositor pursuant to Section 6.03, any amounts payable from the Distribution
Account in respect of taxes pursuant to Section 10.01(g)(iii), any amounts
reimbursable to the Trustee, the Trust Administrator, Citibank or a Custodian
from the Trust Fund pursuant to Section 2.01 or Section 8.05 and any other
costs, expenses, liabilities and losses borne by the Trust Fund (exclusive
of
any cost, expense, liability or loss that is specific to a particular Mortgage
Loan or REO Property and is taken into account in calculating a Realized Loss
in
respect thereof) for which the Trust Fund has not and, in the reasonable good
faith judgment of the Trust Administrator, shall not, obtain reimbursement
or
indemnification from any other Person.
“Xxxxxx
Xxx”: Xxxxxx Xxx, formerly known as the Federal National Mortgage Association,
or any successor thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the Seller,
the Depositor or the Master Servicer pursuant to or as contemplated by Section
2.03, Section 3.16(c) or Section 9.01), a determination made by the Master
Servicer that all Liquidation Proceeds have been recovered. The Master Servicer
shall maintain records of each Final Recovery Determination made
thereby.
“Fitch”:
Fitch Ratings, or its successor in interest.
“Formula
Rate”: With
respect to any Distribution Date and each Class of Group 1 Offered Certificates,
the lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii)
the Maximum Cap Rate.
“Fraud
Loss”: With respect to Collateral Pool 2, any Realized Loss or portion thereof
sustained by reason of a default arising from intentional fraud, dishonesty
or
misrepresentation in connection with the related Mortgage Loan, including by
reason of the denial of coverage under any related Primary Mortgage Insurance
Policy because of fraud, dishonesty or misrepresentation.
“Fraud
Loss Amount”: With respect to Collateral Pool 2, as of any date of determination
after the Cut-off Date, an amount equal to: (X) prior to the second anniversary
of the Cut-off Date, 2.00% of the aggregate outstanding principal balance of
the
Group 2 Mortgage Loans as of the Cut-off Date minus the aggregate amount of
Fraud Losses on the Group 2 Mortgage Loans allocated solely to the related
Subordinate Certificates in accordance with Section 4.04 since the Cut-off
Date
up to such date of determination and (Y) from the second anniversary of the
Cut-off Date and prior to the fifth anniversary of the Cut-off Date, (1) the
lesser of (a) the related Fraud Loss Amount as of the most recent anniversary
of
the Cut-off Date and (b) 1.00% of the aggregate outstanding principal balance
of
the Group 2 Mortgage Loans as of the most recent anniversary of the Cut-off
Date
minus (2) the Fraud Losses on the Group 2 Mortgage Loans allocated solely to
the
related Subordinate Certificates in accordance with Section 4.04 since the
most
recent anniversary of the Cut-off Date up to such date of determination On
and
after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount with
respect to Collateral Pool 2 shall be zero. In addition, after the Certificate
Principal Balances of the related Subordinate Certificates are reduced to zero,
the Fraud Loss Amount with respect to Collateral Pool 2 shall be
zero.
“Xxxxxxx
Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage Note
used to determine the Mortgage Rate for such Mortgage Loan.
“Group
1
Available Distribution Amount”: With respect to any Distribution Date and
Collateral Pool 1, an amount equal to the excess of (i) the sum attributable
to
the related Group 1 Mortgage Loans of (a) the aggregate of the Monthly Payments
due on or before the Due Date relating to such Distribution Date and received
by
the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related
Determination Date, after deduction of the applicable Servicing Fees, the Credit
Risk Manager Fee and any applicable lender-paid primary mortgage insurance
premium, (b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments,
proceeds from repurchases of and substitutions for the Group 1 Mortgage Loans,
Subsequent Recoveries and other unscheduled collections of principal and
interest in respect of the Group 1 Mortgage Loans or related REO Properties
received by the Master Servicer (or a Sub-Servicer on its behalf) during the
related Prepayment Period (exclusive of any prepayment charges, penalties or
premiums), (c) the aggregate of any amounts on deposit in the Distribution
Account representing Compensating Interest Payment paid by the Master Servicer
in respect of related Prepayment Interest Shortfalls relating to Principal
Prepayments that occurred during the related Prepayment Period and (d) the
aggregate of any P&I Advances made by the Master Servicer for such
Distribution Date over (ii) the sum attributable to or allocable to the related
Group 1 Mortgage Loans of (a) amounts reimbursable to the Depositor, the Master
Servicer, the Trustee, the Trust Administrator, Citibank or a Custodian pursuant
to Section 6.03 or Section 8.05 or otherwise payable in respect of Extraordinary
Trust Fund Expenses, (b) amounts in respect of the items set forth in clauses
(i)(a) through (i)(d) above deposited in the Collection Account or the
Distribution Account in respect of the items set forth in clauses (i)(a) through
(i)(d) above in error, (c) without duplication, any amounts in respect of the
items set forth in clauses (i)(a) and (i)(b) permitted hereunder to be retained
by the Master Servicer or to be withdrawn by the Master Servicer from the
Collection Account pursuant to Section 3.18.
Notwithstanding
the foregoing, in the event that the amount received during a Due Period in
connection with the foreclosure of a Mortgage Loan in Collateral Pool 1 exceeds
the outstanding principal balance of such Mortgage Loan, such amounts shall
be
included in the Group 1 Available Distribution Amount only to the extent of
Realized Losses incurred during the related Due Period with respect to Mortgage
Loans in Collateral Pool 1 and the remainder will be held in a reserve fund
established by or on behalf of the Trust Administrator in order to offset any
future Realized Losses incurred.
“Group
1
Certificate Principal Balance”: With respect to any Group 1 Offered Certificate
as of any date of determination, the Certificate Principal Balance of such
Group
1 Offered Certificate on the Distribution Date immediately prior to such date
of
determination plus any Subsequent Recoveries added to the Certificate Principal
Balance of such Group 1 Offered Certificate pursuant to Section 4.01, minus
all
distributions allocable to principal made thereon and, in the case of the Group
1 Mezzanine Certificates, Realized Losses allocated thereto on such immediately
prior Distribution Date (or, in the case of any date of determination up to
and
including the first Distribution Date, the initial Certificate Principal Balance
of such Group 1 Certificate, as stated on the face thereof). With respect to
the
Class 1-CE Certificates as of any date of determination, an amount equal to
the
Percentage Interest evidenced by such Certificate times the excess, if any,
of
(A) the then aggregate Uncertificated Balance of the REMIC I-A Regular Interests
over (B) the then aggregate Certificate Principal Balance of the Group 1 Offered
Certificates then outstanding. The Certificate Principal Balance of any Class
of
Group 1 Certificates as of any date of determination is equal to the aggregate
of the Certificate Principal Balances of the Group 1 Certificates of such Class.
“Group
1
Certificates”: The Group 1 Senior Certificates, the Group 1 Subordinate
Certificates and the Group 1 Residual Certificates.
“Group
1
Class A Certificates”: The
Class
1-A1 Certificates, Class 1-A2 Certificates, Class 1-A3 Certificates and Class
1-A4 Certificates.
“Group
1
Interest Accrual Period”: With respect to any Distribution Date and any Class of
Group 1 Offered Certificates, the period commencing on the Distribution Date
of
the month immediately preceding the month in which such Distribution Date occurs
(or, in the case of the first Distribution Date, commencing on the Closing
Date)
and ending on the day preceding such Distribution Date. With respect to any
Distribution Date and the Class 1-CE Certificates and the REMIC I-A Regular
Interests, the one-month period ending on the last day of the calendar month
preceding the month in which such Distribution Date occurs. All distributions
of
interest on the Group 1 Offered Certificates shall be calculated on the basis
of
a 360-day year and the actual number of days in the applicable Group 1 Interest
Accrual Period. All distributions of interest on the Class 1-CE Certificates
shall be calculated on the basis of a 360-day year consisting of twelve 30-day
Group 1 Interest Accrual Periods.
“Group
1
Mezzanine Certificates”: The Class 1-M1 Certificates, the Class 1-M2
Certificates, the Class 1-M3 Certificates and the Class 1-M-4
Certificates.
“Group
1
Mortgage Loans”: The Mortgage Loans identified as such on the attached Mortgage
Loan Schedule.
“Group
1
Net WAC Rate”: The Group 1 Net WAC Rate for any Distribution Date, a per annum
rate equal to the product of (x) the weighted average of the Expense Adjusted
Mortgage Rates of the Group 1 Mortgage Loans, weighted on the basis of the
outstanding Stated Principal Balances of the Group 1 Mortgage Loans as of the
first day of the related Due Period (after giving effect to scheduled payments
of principal due during the Due Period including such first day, to the extent
received or advanced, and unscheduled collections of principal distributed
on
the prior Distribution Date) and (y) a fraction, the numerator of which is
30
and the denominator of which is the actual number of days elapsed in the related
Interest Accrual Period. For federal income tax purposes, the equivalent of
the
foregoing shall be expresses as the weighted average of the REMIC I-A Remittance
Rate on the REMIC I-A Regular Interests, weighted on the basis of the
Uncertificated Balance of each such REMIC I-A Regular Interest.
“Group
1
Offered Certificates”: The Group 1 Senior Certificates and the Group 1 Mezzanine
Certificates.
“Group
1
Realized Loss”: With respect to each Group 1 Mortgage Loan as to which a Final
Recovery Determination has been made, an amount (not less than zero) equal
to
(i) the unpaid principal balance of such Group 1 Mortgage Loan as of the
commencement of the calendar month in which the Final Recovery Determination
was
made, plus (ii) accrued interest from the Due Date as to which interest was
last
paid by the Mortgagor through the end of the calendar month in which such Final
Recovery Determination was made, calculated in the case of each calendar month
during such period (A) at an annual rate equal to the annual rate at which
interest was then accruing on such Group 1 Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of such Group 1 Mortgage Loan
as of
the close of business on the Distribution Date during such calendar month,
plus
(iii) any amounts previously withdrawn from the Collection Account in respect
of
such Group 1 Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b),
minus (iv) the proceeds, if any, received in respect of such Group 1 Mortgage
Loan prior to the date such Final Recovery Determination was made, net of
amounts that are payable therefrom to the Master Servicer with respect to such
Group 1 Mortgage Loan pursuant to Section 3.11(a)(iii).
With
respect to any REO Property as to which a Final Recovery Determination has
been
made an amount (not less than zero) equal to (i) the unpaid principal balance
of
the related Group 1 Mortgage Loan as of the date of acquisition of such REO
Property on behalf of any REMIC, plus (ii) accrued interest from the Due Date
as
to which interest was last paid by the Mortgagor in respect of the related
Group
1 Mortgage Loan through the end of the calendar month immediately preceding
the
calendar month in which such REO Property was acquired, calculated in the case
of each calendar month during such period (A) at an annual rate equal to the
annual rate at which interest was then accruing on the related Group 1 Mortgage
Loan and (B) on a principal amount equal to the Stated Principal Balance of
the
related Group 1 Mortgage Loan as of the close of business on the Distribution
Date during such calendar month, plus (iii) REO Imputed Interest for such REO
Property for each calendar month commencing with the calendar month in which
such REO Property was acquired and ending with the calendar month that occurs
during the Prepayment Period in which such Final Recovery Determination was
made, plus (iv) any amounts previously withdrawn from the Collection Account
in
respect of the related Group 1 Mortgage Loan pursuant to Section 3.11(a)(ix)
and
Section 3.16(b), minus (v) the aggregate of all Servicing Advances made by
the
Master Servicer in respect of such REO Property or the related Group 1 Mortgage
Loan (without duplication of amounts netted out of the rental income, Insurance
Proceeds and Liquidation Proceeds described in clause (vi) below) and any unpaid
Servicing Fees for which the Master Servicer has been or, in connection with
such Final Recovery Determination, will be reimbursed pursuant to Section
3.11(a)(iii) or Section 3.23 out of rental income, Insurance Proceeds and
Liquidation Proceeds received in respect of such REO Property, minus (v) the
total of all net rental income, Insurance Proceeds and Liquidation Proceeds
received in respect of such REO Property that has been, or in connection with
such Final Recovery Determination, will be transferred to the Distribution
Account pursuant to Section 3.23.
With
respect to each Group 1 Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the Group
1
Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the
principal balance of the Group 1 Mortgage Loan as reduced by the Deficient
Valuation.
With
respect to each Group 1 Mortgage Loan which has become the subject of a Debt
Service Reduction, the portion, if any, of the reduction in each affected
Monthly Payment attributable to a reduction in the Mortgage Rate imposed by
a
court of competent jurisdiction. Each such Realized Loss shall be deemed to
have
been incurred on the Due Date for each affected Monthly Payment.
“Group
1
Residual Certificates”: The Class 1-R Certificates.
“Group
1
Senior Certificates”: The Group 1 Class A Certificates.
“Group
1
Senior Principal Distribution Amount”: With respect to the Group 1 Senior
Certificates and any Distribution Date, the excess of (x) the aggregate
Certificate Principal Balance of the Group 1 Class A Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
88.60% and (ii) the aggregate Stated Principal Balance of the Group 1 Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (B) the excess, if any, of (i) the aggregate
Stated Principal Balance of the Group 1 Mortgage Loans as of the last day of
the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) over (ii) 0.50% of the aggregate Stated Principal Balance of the Group
1
Mortgage Loans as of the Cut-off Date.
“Group
1
Subordinate Certificates”: The Group 1 Mezzanine Certificates and the Class 1-CE
Certificates.
“Group
1
Trigger Event”: A Group 1 Trigger Event for Collateral Pool 1 is in effect on
any Distribution Date on or after the Stepdown Date if:
(a) the
Delinquency Percentage exceeds 40.00% of the Senior Enhancement Percentage
for
the prior Distribution Date; or
(b) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Prepayment Period (reduced by the aggregate amount
of
Subsequent Recoveries received since the Cut-off Date through the last day
of
the related Prepayment Period) divided by aggregate Stated Principal Balance
of
the Group 1 Mortgage Loans as of the Cut-off Date exceeds the applicable
percentages set forth below with respect to such Distribution Date:
|
Distribution
Date Occurring In
|
Percentage
|
|
December
2008 through November 2009
|
0.20%
|
|
December
2009 through November 2010
|
0.45%
|
|
December
2010 through November 2011
|
0.75%
|
|
December
2011 through November 2012
|
1.10%
|
|
December
2012 and thereafter
|
1.30%
|
“Group
2
Available Distribution Amount”: With respect to any Distribution Date and
Collateral Pool 2, an amount equal to the excess of (i) the sum attributable
to
the related Group 2 Mortgage Loans of (a) the aggregate of the Monthly Payments
due on or before the Due Date relating to such Distribution Date and received
by
the Master Servicer (or a Sub-Servicer on its behalf) on or prior to the related
Determination Date, after deduction of the applicable Servicing Fees and any
applicable lender-paid primary mortgage insurance premium, (b) Liquidation
Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from repurchases
of and substitutions for the Group 2 Mortgage Loans, Subsequent Recoveries
and
other unscheduled collections of principal and interest in respect of the Group
2 Mortgage Loans or related REO Properties received by the Master Servicer
(or a
Sub-Servicer, on its behalf) during the related Prepayment Period (exclusive
of
any prepayment charges, penalties or premiums), (c) the aggregate of any amounts
on deposit in the Distribution Account representing Compensating Interest
Payment paid by the Master Servicer in respect of related Prepayment Interest
Shortfalls relating to Principal Prepayments that occurred during the related
Prepayment Period and (d) the aggregate of any P&I Advances made by the
Master Servicer for such Distribution Date over (ii) the sum attributable to
or
allocable to the related Group 2 Mortgage Loans of (a) amounts reimbursable
to
the Depositor, the Master Servicer, the Trustee, the Trust Administrator,
Citibank or a Custodian pursuant to Section 6.03 or Section 8.05 or otherwise
payable in respect of Extraordinary Trust Fund Expenses, (b) amounts in respect
of the items set forth in clauses (i)(a) through (i)(d) above deposited in
the
Collection Account or the Distribution Account in respect of the items set
forth
in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any
amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted
hereunder to be retained by the Master Servicer or to be withdrawn by the Master
Servicer from the Collection Account pursuant to Section 3.18.
Notwithstanding
the foregoing, in the event that the amount received during a Due Period in
connection with the foreclosure of a Mortgage Loan in Collateral Pool 2 exceeds
the outstanding principal balance of such Mortgage Loan, such amounts shall
be
included in the Group 2 Available Distribution Amount only to the extent of
Realized Losses incurred during the related Due Period with respect to Mortgage
Loans in Collateral Pool 2 and the remainder will be held in a reserve fund
established by or on behalf of the Trust Administrator in order to offset any
future Realized Losses incurred.
“Group
2
Certificate Principal Balance”: With respect to any Group 2 Certificate (other
than an Interest Only Certificate) as of any date of determination, the
Certificate Principal Balance of such Group 2 Certificate on the Distribution
Date immediately prior to such date of determination plus any Subsequent
Recoveries added to the Certificate Principal Balance of such Group 2
Certificate pursuant to Section 4.01, reduced by the aggregate of (a) all
distributions of principal made thereon on such immediately prior Distribution
Date and (b) without duplication of amounts described in clause (a) above,
reductions in the Certificate Principal Balance thereof in connection with
allocations thereto of Realized Losses on the Group 2 Mortgage Loans and
Extraordinary Trust Fund Expenses on the Group 2 Mortgage Loans on such
immediately prior Distribution Date (or, in the case of any date of
determination up to and including the initial Distribution Date, the initial
Certificate Principal Balance of such Certificate, as stated on the face
thereof). The Certificate Principal Balance of any Class of Group 2 Certificates
(other than an Interest Only Certificate) as of any date of determination is
equal to the aggregate of the Certificate Principal Balances of the Group 2
Certificates of such Class. Notwithstanding any of the foregoing, the
Certificate Principal Balance of a Group 2 Subordinate Certificate of the Class
of Group 2 Subordinate Certificates relating to Collateral Pool 2 outstanding
with the highest numerical designation at any given time shall not be greater
than the Percentage Interest evidenced by such Group 2 Certificate multiplied
by
the excess, if any, of (A) the then aggregate Stated Principal Balance of the
Group 2 Mortgage Loans in Collateral Pool 2 over (B) the then aggregate
Certificate Principal Balances of all other Classes of Group 2 Certificates
(other than any Class of Interest Only Certificates) then
outstanding.
“Group
2
Certificates”: The Group 2 Senior Certificates and the Group 2 Subordinate
Certificates.
“Group
2
Class A Certificates”: The Class 2-A Certificates.
“Group
2
Class B Certificates”: The Class 2-B1 Certificates, the Class 2-B2 Certificates,
the Class 2-B3 Certificates, the Class 2-B4 Certificates, the Class 2-B5
Certificates and the Class 2-B6 Certificates.
“Group
2
Interest Accrual Period”: With respect to any Distribution Date and any Class of
Group 2 Certificates, the calendar month preceding the month in which the
Distribution Date occurs, and each such Group 2 Interest Accrual Period shall
be
deemed to be 30 days regardless of its actual length. All
distributions of interest on the Group 2 Certificates will be based on a 360-day
year consisting of twelve 30-day Group 2 Interest Accrual Periods.
“Group
2
Mortgage Loans”: The Mortgage Loans identified as such on the attached Mortgage
Loan Schedule.
“Group
2
Net WAC Rate”: The Group 2 Net WAC Rate for any Distribution Date, a per annum
rate equal to the weighted average of the Expense Adjusted Mortgage Rates of
the
Group 2 Mortgage Loans, weighted on the basis of the outstanding Stated
Principal Balances of the Group 2 Mortgage Loans as of the first day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the Due Period including such first day, to the extent received or
advanced, and unscheduled collections of principal distributed on the prior
Distribution Date).
“Group
2
Realized Loss”: With respect to each Group 2 Mortgage Loan as to which a Final
Recovery Determination has been made, an amount (not less than zero) equal
to
(i) the unpaid principal balance of such Group 2 Mortgage Loan as of the
commencement of the calendar month in which the Final Recovery Determination
was
made, plus (ii) accrued interest from the Due Date as to which interest was
last
paid by the Mortgagor through the end of the calendar month in which such Final
Recovery Determination was made, calculated in the case of each calendar month
during such period (A) at an annual rate equal to the annual rate at which
interest was then accruing on such Group 2 Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of such Group 2 Mortgage Loan
as of
the close of business on the Distribution Date during such calendar month,
plus
(iii) any amounts previously withdrawn from the Collection Account in respect
of
such Group 2 Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b),
minus (iv) the proceeds, if any, received in respect of such Group 2 Mortgage
Loan prior to the date such Final Recovery Determination was made, net of
amounts that are payable therefrom to the Master Servicer with respect to such
Group 2 Mortgage Loan pursuant to Section 3.11(a)(iii).
With
respect to any REO Property as to which a Final Recovery Determination has
been
made an amount (not less than zero) equal to (i) the unpaid principal balance
of
the related Group 2 Mortgage Loan as of the date of acquisition of such REO
Property on behalf of any REMIC, plus (ii) accrued interest from the Due Date
as
to which interest was last paid by the Mortgagor in respect of the related
Group
2 Mortgage Loan through the end of the calendar month immediately preceding
the
calendar month in which such REO Property was acquired, calculated in the case
of each calendar month during such period (A) at an annual rate equal to the
annual rate at which interest was then accruing on the related Group 2 Mortgage
Loan and (B) on a principal amount equal to the Stated Principal Balance of
the
related Group 2 Mortgage Loan as of the close of business on the Distribution
Date during such calendar month, plus (iii) REO Imputed Interest for such REO
Property for each calendar month commencing with the calendar month in which
such REO Property was acquired and ending with the calendar month that occurs
during the Prepayment Period in which such Final Recovery Determination was
made, plus (iv) any amounts previously withdrawn from the Collection Account
in
respect of the related Group 2 Mortgage Loan pursuant to Section 3.11(a)(ix)
and
Section 3.16(b), minus (v) the aggregate of all Servicing Advances made by
the
Master Servicer in respect of such REO Property or the related Group 2 Mortgage
Loan (without duplication of amounts netted out of the rental income, Insurance
Proceeds and Liquidation Proceeds described in clause (vi) below) and any unpaid
Servicing Fees for which the Master Servicer has been or, in connection with
such Final Recovery Determination, will be reimbursed pursuant to Section
3.11(a)(iii) or Section 3.23 out of rental income, Insurance Proceeds and
Liquidation Proceeds received in respect of such REO Property, minus (v) the
total of all net rental income, Insurance Proceeds and Liquidation Proceeds
received in respect of such REO Property that has been, or in connection with
such Final Recovery Determination, will be transferred to the Distribution
Account pursuant to Section 3.23.
With
respect to each Group 2 Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the Stated Principal Balance of
the
Group 2 Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the Stated Principal Balance of the Group 2 Mortgage Loan as reduced by
the
Deficient Valuation.
With
respect to each Group 2 Mortgage Loan which has become the subject of a Debt
Service Reduction, the portion, if any, of the reduction in each affected
Monthly Payment attributable to a reduction in the Mortgage Rate imposed by
a
court of competent jurisdiction. Each such Realized Loss shall be deemed to
have
been incurred on the Due Date for each affected Monthly Payment.
“Group
2
Senior Certificates”: The Group 2 Class A Certificates, the Class 2-AIO
Certificates and the Class 2-R Certificates.
“Group
2
Senior Percentage”: With respect to Collateral Pool 2 and any Distribution Date,
the lesser of (a) 100% and (b) a fraction, expressed as a percentage, the
numerator of which is the excess, if any, of the aggregate Certificate Principal
Balance of the Group 2 Class A Certificates for such Distribution Date over
the
aggregate amount, if any, payable to the Holders of the Group 2 Class A
Certificates on such date pursuant to clause (d) of the definition of “Group 2
Senior Principal Distribution Amount,” and the denominator of which is the sum
of (i) the aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans
as of the first day of the related Due Period, plus (ii) the aggregate Scheduled
Principal Balance of the REO Properties in Collateral Pool 2 as of the first
day
of the related Due Period.
“Group
2
Senior Prepayment Percentage”: With respect to any Distribution Date and
Collateral Pool 2 within the range indicated below, the percentage as indicated
below:
|
Distribution
Date
|
Group
1 Senior Prepayment Percentage
|
|
December
2006 through November 2013
|
100%
|
|
December
2013 through November 2014
|
related
Group 2 Senior Percentage, plus 70% of the related Group 2 Subordinate
Percentage
|
|
December
2014 through November 2015
|
related
Group 2 Senior Percentage, plus 60% of the related Group 2 Subordinate
Percentage
|
|
December
2015 through November 2016
|
related
Group 2 Senior Percentage, plus 40% of the related Group 2 Subordinate
Percentage
|
|
December
2016 through November 2017
|
related
Group 2 Senior Percentage, plus 20% of the related Group 2 Subordinate
Percentage
|
|
December
2017 and thereafter
|
related
Group 2 Senior Percentage
|
provided,
however,
no
reduction to a Group 2 Senior Prepayment Percentage described above shall be
made as of any Distribution Date unless (i) the outstanding principal balance
of
the Group 2 Mortgage Loans delinquent 60 days or more (including related REO
Properties and Group 2 Mortgage Loans in foreclosure) averaged over the last
six
months (or such fewer number of months as have elapsed from the Cut-Off Date
through the end of the related Prepayment Period) does not exceed 50% of the
sum
of the then current Certificate Principal Balances of the Group 2 Subordinate
Certificates and (ii) Realized Losses on the Group 2 Mortgage Loans to date
are
less than the then applicable Trigger Amount.
On
any
Distribution Date on which Realized Losses on the Group 2 Mortgage Loans to
date
are greater than the then applicable Trigger Amount, the Group 2 Senior
Prepayment Percentage will be the greater of (x) the Group 2 Senior Prepayment
Percentage for such Distribution Date or (y) the Group 2 Senior Prepayment
Percentage for the immediately preceding Distribution Date.
Notwithstanding
the above, if on any Distribution Date (a) the Group 2 Subordinate Percentage,
prior to giving effect to any distributions on such Distribution Date, equals
or
exceeds two times the initial Group 2 Subordinate Percentage for Collateral
Pool
2 as of the Cut-Off Date, (b) the provisions of clause (i) of the second
preceding paragraph are met and (c) (i) on or prior to the Distribution Date
occurring in November 2009, cumulative Realized Losses on the Group 2 Mortgage
Loans as of the end of the related Prepayment Period do not exceed 20% of the
initial aggregate Certificate Principal Balance of the Group 2 Class B
Certificates and (ii) after the Distribution Date occurring in November 2009,
cumulative Realized Losses on the Group 2 Mortgage Loans as of the end of the
Prepayment Period do not exceed 30% of the initial aggregate Certificate
Principal Balance of the Group 2 Class B Certificates, then the Group 2 Senior
Prepayment Percentage for such Distribution Date will equal the Group 2 Senior
Percentage plus 50% of the Group 2 Subordinate Percentage for such Distribution
Date, if such Distribution Date is prior to December 2009, and will equal the
Group 2 Senior Percentage for such Distribution Date, if such Distribution
Date
occurs on or after December 2009.
On
any
Distribution Date on which the Group 2 Senior Percentage for Collateral Pool
2
exceeds the initial Group 2 Senior Percentage for Collateral Pool 2, the Group
2
Senior Prepayment Percentage within Collateral Pool 2 shall be
100%.
Upon
reduction of the Certificate Principal Balances of the related Group 2 Class
A
Certificates to zero, the Group 2 Senior Prepayment Percentage shall be
0%.
“Group
2
Senior Principal Distribution Amount”: For any Distribution Date and the Group 2
Senior Certificates, an amount equal to the lesser of (i) the Group 2 Available
Distribution Amount remaining after distribution of the related Senior Interest
Distribution Amount and (ii) the sum of:
(a) the
product of (x) the then-applicable Group 2 Senior Percentage and (y) the sum
of
the following:
|
(i)
|
the
aggregate of the principal portions of all Monthly Payments due during
the
related Due Period in respect of the related Mortgage Loans, whether
or
not received;
|
|
(ii)
|
the
principal portion of all Insurance Proceeds, Subsequent Recoveries
and
Liquidation Proceeds (other than amounts described in clause (c)
below)
received in respect of the related Mortgage Loans during the related
Prepayment Period (other than any related Mortgage Loan that was
purchased, sold or replaced pursuant to or as contemplated by Section
2.03, Section 3.16(c) or Section 9.01 during the related Prepayment
Period), net of any portion thereof that represents a recovery of
principal for which an advance was made by the Master Servicer pursuant
to
Section 4.03 in respect of a preceding Distribution Date;
|
|
(iii)
|
the
Stated Principal Balance (calculated immediately prior to such
Distribution Date) of each related Mortgage Loan that was purchased,
sold
or replaced pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 9.01 during the related Prepayment Period;
|
|
(iv)
|
[reserved];
|
|
(v)
|
in
connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans in Collateral
Pool 2
pursuant to Section 2.03 during the related Prepayment Period, the
excess,
if any, of (A) the aggregate of the Stated Principal Balances (calculated
as of the respective dates of substitution) of such Deleted Mortgage
Loans, net of the aggregate of the principal portions of the Monthly
Payments due during the related Prepayment Period (to the extent
received
from the related Mortgagor or advanced by the related Servicer and
distributed pursuant to Section 4.01 on the Distribution Date in
the
related Prepayment Period) in respect of each such Deleted Mortgage
Loan
that was replaced prior to the Distribution Date in the related Prepayment
Period, over (B) the aggregate of the Stated Principal Balances
(calculated as of the respective dates of substitution) of such Qualified
Substitute Mortgage Loans;
|
(b) the
product of (x) the then-applicable Group 2 Senior Prepayment Percentage and
(y)
all Principal Prepayments received in respect of the related Mortgage Loans
during the related Prepayment Period;
(c) with
respect to any related Mortgage Loan which was the subject of a Final Recovery
Determination in the related Prepayment Period, the lesser of (a) the
then-applicable Group 2 Senior Prepayment Percentage multiplied by the net
Liquidation Proceeds and Insurance Proceeds allocable to principal in respect
of
such Mortgage Loan; and (b) the then-applicable Group 2 Senior Percentage
multiplied by the Scheduled Principal Balance of the related Mortgage Loan
at
the time of such Final Recovery Determination; and
(d) in
the
case of any Distribution Date subsequent to the initial Distribution Date,
an
amount equal to the excess, if any, of the amounts calculated pursuant to
clauses (a), (b) and (c) above for the immediately preceding Distribution Date,
over the aggregate distributions of principal made in respect of the related
Class or Classes of Group 2 Senior Certificates on such immediately preceding
Distribution Date pursuant to Section 4.01 to the extent that any such amounts
are not attributable to Realized Losses which were allocated to the Group 2
Class B Certificates pursuant to Section 4.04.
“Group
2
Subordinate Certificates”: The Class 2-BIO Certificates and the Group 2 Class B
Certificates.
“Group
2
Subordinate Percentage”: With respect to any Distribution Date, 100% minus
the Group 2 Senior Percentage for that Distribution Date.
“Group
2
Subordinate Prepayment Percentage”: With respect to any Distribution Date,
100% minus the related Group 2 Senior Prepayment Percentage for that
Distribution Date.
“Highest
Priority”: As of any date of determination, the Class of Group 1 Mezzanine
Certificates then outstanding with a Certificate Principal Balance greater
than
zero, with the highest priority for payments pursuant to Section 4.01, in the
following order: Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
Certificates.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class 1-CE
Certificates and/or the Group 1 Residual Certificates (or any portion
thereof).
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Master Servicer and their respective
Affiliates, (b) does not have any direct financial interest in or any material
indirect financial interest in the Depositor, the Master Servicer or any
Affiliate thereof, and (c) is not connected with the Depositor, the Master
Servicer or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor, the Master Servicer or any Affiliate thereof merely because such
Person is the beneficial owner of 1% or less of any class of securities issued
by the Depositor or the Master Servicer or any Affiliate thereof, as the case
may be.
“Independent
Contractor”: Either (i) any Person (other than the Master Servicer) that would
be an “independent contractor” with respect to any REMIC within the meaning of
Section 856(d)(3) of the Code if any REMIC were a real estate investment trust
(except that the ownership tests set forth in that section shall be considered
to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates), so long as any REMIC does not receive or derive any
income from such Person and provided that the relationship between such Person
and any REMIC is at arm’s length, all within the meaning of Treasury Regulation
Section 1.856-4(b)(5), or (ii) any other Person (including the Master Servicer)
if the Trust Administrator has received an Opinion of Counsel for the benefit
of
the Trustee and the Trust Administrator to the effect that the taking of any
action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an
Independent Contractor will not cause such REO Property to cease to qualify
as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code
(determined without regard to the exception applicable for purposes of Section
860D(a) of the Code), or cause any income realized in respect of such REO
Property to fail to qualify as Rents from Real Property.
“Index”:
With respect to any Adjustable-Rate Mortgage Loan, the index for the adjustment
of the Mortgage Rate set forth as such on the related Mortgage
Note.
“Initial
Sub-Servicer”: Xxxxx
Fargo Bank, N.A.
“Initial
Sub-Servicing Agreement”: With respect to the Mortgage Loans, the Amended and
Restated Flow Servicing Agreement, dated as of March 1, 2006, between Xxxxx
Fargo and the Seller, as amended.
“Insurance
Proceeds”: Proceeds of any Primary Mortgage Insurance Policy, title policy,
hazard policy or other insurance policy covering a Mortgage Loan, to the extent
such proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the procedures that
the
Master Servicer would follow in servicing mortgage loans held for its own
account, subject to the terms and conditions of the related Mortgage Note and
Mortgage.
“Interest
Accrual Period”: The Group 1 Interest Accrual Period or the Group 2 Interest
Accrual Period.
“Interest
Carry Forward Amount”: With respect to any Distribution Date and any Class of
Group 1 Offered Certificates, the sum of (i) the amount, if any, by which (a)
the Interest Distribution Amount for such Class of Certificates for the
immediately preceding Distribution Date exceeded (b) the actual amount
distributed on such Class of Group 1 Offered Certificates in respect of such
interest on such immediately preceding Distribution Date, (ii) the amount of
any
Interest Carry Forward Amount for such Class of Group 1 Offered Certificates
for
such immediately preceding Distribution Date remaining unpaid on such
immediately preceding Distribution Date and (iii) accrued interest on the sum
of
(i) and (ii) above calculated at the related Pass-Through Rate for the most
recently ended Interest Accrual Period.
“Interest
Determination Date”: With respect to the Group 1 Offered Certificates and for
purposes of the definition of Marker Rate and Maximum LT-ZZ Uncertificated
Interest Deferral Amount, REMIC I-A Regular Interest LT-1A1, REMIC I-A Regular
Interest LT-1A2, REMIC I-A Regular Interest LT-1A3, REMIC I-A Regular Interest
LT-1A4, REMIC I-A Regular Interest LT-1M1, REMIC I-A Regular Interest LT-1M2,
REMIC I-A Regular Interest LT-1M3, REMIC I-A Regular Interest LT-1M4, and any
Interest Accrual Period therefor, the second London Business Day preceding
the
commencement of such Interest Accrual Period.
“Interest
Distribution Amount”: With respect to any Class of Certificates for any
Distribution Date, an amount equal to one month’s interest accrued during the
most recently ended Interest Accrual Period at the applicable Pass-Through
Rate
on the Certificate Principal Balance or Notional Amount (in the case of the
Class 1-CE Certificates or any Class of Interest Only Certificates) of such
Class of Certificates immediately prior to such Distribution Date. The Interest
Distribution Amount for any such Class of Certificates, as the case may be,
(a)
with respect to the Group 2 Certificates only, will also include, in the case
of
any Distribution Date subsequent to the initial Distribution Date, the excess,
if any, of the Interest Distribution Amount in respect of such Class for the
immediately preceding Distribution Date, over the aggregate distributions of
such interest made in respect of such Class pursuant to Section 4.01(II) on
such
immediately preceding Distribution Date (with interest on such unpaid amount
for
the most recently ended Interest Accrual Period) and (b) will be reduced, in
the
case of any Distribution Date, by the amount of any Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest Payments paid
by
related Initial Sub-Servicer or by the Master Servicer) and Relief Act Interest
Shortfalls that were allocated to such Class on such Distribution Date pursuant
to Section 1.02. The Interest Distribution Amount for any Class of Group 1
Offered Certificates will be based on a 360 day year and the actual number
of
days in the applicable Group 1 Interest Accrual Period. The Interest
Distribution Amount for any Class of Class 1-CE Certificates will be based
on a
360 day year consisting of twelve 30-day Group 1 Interest Accrual Periods.
The
Interest Distribution Amount for any Class of Group 2 Certificates will be
based
on a 360 day year consisting of twelve 30-day Group 2 Interest Accrual Periods.
“Interest
Only Certificates”: The Class 2-AIO Certificates and Class 2-BIO
Certificates.
“Interest
Rate Cap Agreement:” The interest rate cap agreement, dated as of November 30,
2006 between the Cap Trustee and the Interest Rate Cap Provider, including
any
schedule, confirmations, credit support annex or other credit support document
relating thereto, and attached hereto as Exhibit J.
“Interest
Rate Cap Credit Support Annex:” The credit support annex, dated as of November
30, 2006 between the Cap Trustee and the Interest Rate Cap Provider, which
is
annexed to and forms part of the Cap Agreement.
“Interest
Rate Cap Provider:” The Interest Rate Cap Provider under the Interest Rate Cap
Agreement. Initially, the Interest Rate Cap Provider shall be Bear Xxxxxxx
Financial Products Inc.
“Interest
Remittance Amount”: For any Distribution Date and Collateral Pool 1, that
portion of the Group 1 Available Distribution Amount for the related
Distribution Date that represents interest received or advanced on the Group
1
Mortgage Loans and Compensating Interest Payments on the Group 1 Mortgage Loans
(net of Servicing Fees, Credit Risk Manager Fees and, if applicable, lender-paid
primary mortgage insurance premiums).
“Late
Collections”: With respect to any Mortgage Loan, all amounts received subsequent
to the Determination Date immediately following any Due Period, whether as
late
payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds
or
otherwise, which represent late payments or collections of principal and/or
interest due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) but delinquent for such Due Period and not
previously recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
as to
such Mortgage Loan; or (iii) such Mortgage Loan is removed from the applicable
Trust REMIC by reason of its being purchased, sold or replaced pursuant to
or as
contemplated by Section 2.03 or Section 3.16(c). With respect to any REO
Property, either of the following events: (i) a Final Recovery Determination
is
made as to such REO Property; or (ii) such REO Property is removed from the
applicable Trust REMIC by reason of its being purchased pursuant to Section
9.01.
“Liquidation
Proceeds”: The amount (including any Insurance Proceeds or amounts received in
respect of the rental of any REO Property prior to REO Disposition) received
by
the Master Servicer in connection with (i) the taking of all or a part of a
Mortgaged Property by exercise of the power of eminent domain or condemnation,
(ii) the liquidation of a defaulted Mortgage Loan through a trustee’s sale,
foreclosure sale or otherwise, or (iii) the repurchase, substitution or sale
of
a Mortgage Loan or an REO Property pursuant to or as contemplated by Section
2.03, Section 3.16(c), Section 3.23 or Section 9.01.
“Loan-to-Value
Ratio”: As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the related
Mortgage Loan at such date and the denominator of which is the Value of the
related Mortgaged Property.
“Marker
Rate”: With respect to the Class 1-CE Certificates and any Distribution Date, a
per annum rate equal to two (2) times the weighted average of the REMIC I-A
Remittance Rate for REMIC I-A Regular Interest LT-1A1, REMIC I-A Regular
Interest LT-1A2, REMIC I-A Regular Interest LT-1A3, REMIC I-A Regular Interest
LT-1A4, REMIC I-A Regular Interest LT-1M1, REMIC I-A Regular Interest LT-1M2,
REMIC I-A Regular Interest LT-1M3, REMIC I-A Regular Interest LT-1M4 and REMIC
I-A Regular Interest LT-ZZ, with the rate on each such REMIC I-A Regular
Interest (other than REMIC I-A Regular Interest LT-ZZ) subject to a cap equal
to
the lesser of (i) One-Month LIBOR plus the related Certificate Margin for the
related Corresponding Certificate and (ii) the Group 1 Net WAC Rate for the
related Corresponding Certificate for the purpose of this calculation for such
Distribution Date and with the rate on REMIC I-A Regular Interest LT-ZZ subject
to a cap of zero for the purpose of this calculation; provided, however, each
such cap shall be multiplied by a fraction, the numerator of which is the actual
number of days elapsed in the related Interest Accrual Period and the
denominator of which is 30.
“Master
Servicer”: CitiMortgage, Inc. or any successor master servicer appointed as
herein provided, in its capacity as Master Servicer hereunder.
“Master
Servicer Certification”: A written certification, substantially in the form
attached hereto as Exhibit H, signed by an officer of the Master
Servicer.
“Master
Servicer Event of Default”: One or more of the events described in Section
7.01.
“Master
Servicer Remittance Date”: With respect to any Distribution Date, 12:00 p.m. New
York time on the Business Day preceding the Distribution Date or if the
Collection Account is held at Citibank (for so long as Citibank is the Paying
Agent), 12:00 p.m. New York time on the Distribution Date.
“Maximum
Cap Rate”: With respect to Collateral Pool 1, for any Distribution Date, a per
annum rate equal to the product of (x) the weighted average of the Expense
Adjusted Maximum Mortgage Rates of the Group 1 Mortgage Loans, weighted on
the
basis of the outstanding Stated Principal Balances of the Group 1 Mortgage
Loans
as of the first day of the related Due Period (after giving effect to scheduled
payments of principal due during Due Period including such first day, to the
extent received or advanced, and unscheduled collections of principal
distributions on the prior Distribution Date) plus an amount, expressed as
a per
annum rate, equal to the product of 12 and a fraction, the numerator of which
is
the sum of any payment made by the Interest Rate Cap Provider for such
Distribution Date and the denominator of which is the aggregate of the
outstanding Stated Principal Balances of the Group 1 Mortgage Loans as of the
first day of the related Due Period (after giving effect to scheduled payments
of principal due during the Due Period including such first day, to the extent
received or advanced, and unscheduled collections of principal received during
the Prepayment Period) and (y) a fraction, the numerator of which is 30 and
the
denominator of which is the actual number of days elapsed in the related
Interest Accrual Period.
“Maximum
LT-ZZ Uncertificated Interest Deferral Amount”: With respect to any Distribution
Date, the excess of (i) accrued interest at the REMIC I-A Remittance Rate
applicable to REMIC I-A Regular Interest LT-ZZ for such Distribution Date on
a
balance equal to the Uncertificated Balance of REMIC I-A Regular Interest LT-ZZ
minus the REMIC I-A Overcollateralized Amount, in each case for such
Distribution Date, over (ii) Uncertificated Interest on REMIC I-A Regular
Interest LT-1A1, REMIC I-A Regular Interest LT-1A2, REMIC I-A Regular Interest
LT-1A3, REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular Interest LT-1M1,
REMIC I-A Regular Interest LT-1M2, REMIC I-A Regular Interest LT-1M3 and REMIC
I-A Regular Interest LT-1M4 for such Distribution Date, with the rate on each
such REMIC I-A Regular Interest subject to a cap equal to the lesser of (i)
One-Month LIBOR plus the related Certificate Margin for the related
Corresponding Certificate and (ii) the Group 1 Net WAC Rate for the related
Corresponding Certificate; provided, however, each cap shall be multiplied
by a
fraction, the numerator of which is the actual number of days elapsed in the
related Interest Accrual Period and the denominator of which is 30.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“Minimum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
“MERS”:
Mortgage Electronic Registration Systems, Inc., a corporation organized and
existing under the laws of the State of Delaware, or any successor
thereto.
“MERS
System”: The system of recording transfers of Mortgages electronically
maintained by MERS.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS System.
“MOM
Loan”: With respect to any Mortgage Loans registered with MERS on the MERS®
System, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee
for the originator of such Mortgage Loan and its successors and assigns, at
the
origination thereof.
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined: (a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act;
(b)
without giving effect to any extension granted or agreed to by the Master
Servicer pursuant to Section 3.07; and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when due.
“Moody’s”:
Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on, or
first priority security interest in, a Mortgaged Property securing a Mortgage
Note.
“Mortgage
File”: The mortgage documents listed in Section 2.01 pertaining to a particular
Mortgage Loan and any additional documents required to be added to the Mortgage
File pursuant to this Agreement.
“Mortgage
Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
Section 2.01 or Section 2.03 of this Agreement, as from time to time held as
a
part of REMIC I-A or REMIC II-A, as applicable, the Mortgage Loans so held
being
identified in the Mortgage Loan Schedule.
“Mortgage
Loan Purchase Agreement”: The agreement between the Depositor and the Seller
regarding the transfer of the Mortgage Loans by the Seller to or at the
direction of the Depositor, substantially in the form of Exhibit D annexed
hereto.
“Mortgage
Loan Remittance Rate”: With respect to any Mortgage Loan or REO Property, as of
any date of determination, the then applicable Expense Adjusted Mortgage Rate
in
respect thereof plus, in the case of any Mortgage Loan in Collateral Pool 1,
the
Credit Risk Manager Fee Rate.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I-A
or REMIC II-A on such date, attached hereto as Schedule 1. The Mortgage Loan
Schedule shall set forth, but is not limited to, the following information
with
respect to each Mortgage Loan:
(i) the
Master Servicer’s Mortgage Loan identifying number;
(ii) a
code
indicating whether the Mortgaged Property is owner-occupied;
(iii) the
type
of Residential Dwelling constituting the Mortgaged Property;
(iv) the
original months to maturity;
(v) the
original date of the mortgage;
(vi) the
Loan-to-Value Ratio at origination;
(vii) the
Mortgage Rate in effect immediately following the Cut-off Date;
(viii) the
date
on which the first Monthly Payment was due on the Mortgage Loan;
(ix) the
stated maturity date;
(x) the
amount of the Monthly Payment at origination;
(xi) the
amount of the Monthly Payment as of the Cut-off Date;
(xii) the
last
Due Date on which a Monthly Payment was actually applied to the unpaid Stated
Principal Balance;
(xiii) the
original principal amount of the Mortgage Loan;
(xiv) the
Scheduled Principal Balance of the Mortgage Loan as of the close of business
on
the Cut-off Date;
(xv) a
code
indicating the purpose of the Mortgage Loan (i.e., purchase financing, Rate/Term
Refinancing, Cash-Out Refinancing);
(xvi) a
code
indicating the documentation style (i.e., full, alternative or
reduced);
(xvii) a
code
indicating if the Mortgage Loan is subject to a Primary Mortgage Insurance
Policy;
(xviii) the
Value
of the Mortgaged Property;
(xix) the
sale
price of the Mortgaged Property, if applicable;
(xx) the
actual unpaid principal balance of the Mortgage Loan as of the Cut-off Date;
(xxi) the
Servicing Fee Rate and whether the Servicing Fee Rate steps up on the initial
Adjustment Date;
(xxii) if
such
Mortgage Loan is an Adjustable-Rate Mortgage Loan, the Maximum Mortgage Rate,
Minimum Mortgage Rate, Gross Margin, Index and Periodic Rate Cap;
(xxiii) whether
such Mortgage Loan has an interest-only period, and if so, the first Due Date
on
which Monthly Payments are scheduled to include principal amortization;
(xxiv)
the Collateral Pool in which such Mortgage Loan shall reside;
(xxv)
the
percentage of the principal balance covered by lender paid mortgage insurance,
if any;
(xxvi) the
originator of such Mortgage Loan and the Initial Sub-Servicer of such Mortgage
Loan; and
(xxvii) a
code
indicating if such Mortgage Loan is covered by lender-paid primary mortgage
insurance.
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans in each Collateral Pool in the aggregate as of the Cut-off
Date: (1) the number of Mortgage Loans; (2) the current principal balance of
such Mortgage Loans; (3) the weighted average Mortgage Rate of such Mortgage
Loans; (4) the weighted average maturity of such Mortgage Loans; (5) the
Scheduled Principal Balance of such Mortgage Loans as of the close of business
on the Cut-off Date (not taking into account any Principal Prepayments received
on the Cut-off Date); and (6) the amount of the Monthly Payment as of the
Cut-off Date. The Mortgage Loan Schedule shall be amended from time to time
by
the Master Servicer in accordance with the provisions of this Agreement. With
respect to any Qualified Substitute Mortgage Loan, Cut-off Date shall refer
to
the related Cut-off Date for such Mortgage Loan, determined in accordance with
the definition of Cut-off Date herein.
“Mortgage
Note”: The original executed note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time,
and any REO Properties acquired in respect thereof.
“Mortgage
Rate”: With respect to each Mortgage Loan, the annual rate at which interest
accrues on such Mortgage Loan from time to time in accordance with the
provisions of the related Mortgage Note, without regard to any reduction thereof
as a result of a Debt Service Reduction or operation of the Relief Act. With
respect to each Mortgage Loan that becomes an REO Property, as of any date
of
determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO
Property.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a Residential
Dwelling.
“Mortgagor”:
The obligor on a Mortgage Note.
“Net
Monthly Excess Cashflow”: With respect to Collateral Pool 1 and any Distribution
Date, the sum of (i) any Overcollateralization Reduction Amount and (ii) the
excess of (x) the Group 1 Available Distribution Amount for such Distribution
Date over (y) the sum for such Distribution Date of (A) the Senior Interest
Distribution Amounts distributable to the Holders of the Group 1 Class A
Certificates and the Interest Distribution Amounts distributable to the Holders
of the Group 1 Mezzanine Certificates and (B) the Principal Remittance
Amount.
“New
Lease”: Any lease of REO Property entered into on behalf of REMIC I-A, or REMIC
II-A, including any lease renewed or extended on behalf of REMIC I-A or REMIC
II-A, if REMIC I-A or REMIC II-A, as applicable, has the right to renegotiate
the terms of such lease.
“Net
WAC
Rate Carryover Reserve Account”: The Net WAC Rate Carryover Reserve Account
established and maintained pursuant to Section 4.07.
“Net
WAC
Rate Carryover Amount”: With respect to any Distribution Date and any Class of
Group 1 Offered Certificates, the sum of (A) the positive excess, if any, of
(i)
the amount of interest that would have accrued on such Class of Group 1 Offered
Certificates for such Distribution Date if the Pass-Through Rate for such Class
of Certificates for such Distribution Date were calculated at the related
Formula Rate over (ii) the amount of interest accrued on such Class of Group
1
Offered Certificates at the Group 1 Net WAC Rate for such Distribution Date
and
(B) the related Net WAC Rate Carryover Amount for the immediately preceding
Distribution Date not distributed on such immediately preceding Distribution
Date together with interest accrued on such unpaid amount for the most recently
ended Group 1 Interest Accrual Period at the Formula Rate for such Class of
Certificates and the current Distribution Date.
“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in
respect of a Mortgage Loan or REO Property that, in the good faith business
judgment of the Master Servicer, will not or, in the case of a proposed P&I
Advance, would not be ultimately recoverable from related late payments,
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
as provided herein.
“Non-United
States Person”: Any Person other than a United States Person.
“Notional
Amount”: For any Distribution Date and the Class 1-CE Certificates, the
aggregate Uncertificated Balance of the REMIC 1-A Regular Interests for such
Distribution Date. For any Distribution Date and the Class 2-AIO Certificates,
the Certificate Principal Balance of the Group 2 Class A Certificates,
immediately prior to such Distribution Date. For federal income tax purposes,
the Notional Amount of the Class 2-AIO Certificate for any Distribution Date
shall be the Uncertificated Balance of REMIC II-A Regular Interest LT2-A.
For
any
Distribution Date and the Class 2-BIO Certificates, the sum of the Certificate
Principal Balance of the Class 2-B1 Certificates and the Certificate Principal
Balance of the Class 2-B2 Certificates, in each case immediately prior to such
Distribution Date. For federal income tax purposes, the Notional Amount of
the
Class 2-BIO Certificate for any Distribution Date shall be the aggregate
Uncertificated Balance of REMIC II-A Regular Interest LT-2B1 and REMIC II-A
Regular Interest LT-2B2.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
and by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Seller or the Depositor, as applicable; with
respect to the Master Servicer, any officer who is authorized to act for the
Master Servicer in matters relating to this Agreement, and whose action is
binding upon the Master Servicer, initially including those individuals whose
names appear on the list of authorized officers delivered at the
closing.
“One-Month
LIBOR”: With respect to the Group 1 Offered Certificates and for purposes of the
Marker Rate and the Maximum LT-ZZ Uncertificated Interest Deferral Amount,
REMIC
I-A Regular Interest LT-1A1, REMIC I-A Regular Interest LT-1A2, REMIC I-A
Regular Interest LT-1A3, REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular
Interest LT-1M1, REMIC I-A Regular Interest LT-1M2, REMIC I-A Regular Interest
LT-1M3 and REMIC I-A Regular Interest LT-M4, and any Interest Accrual Period
therefor, the rate determined by the Trust Administrator on the related Interest
Determination Date on the basis of the offered rate for one-month U.S. dollar
deposits, as such rate appears on Telerate Page 3750, Bloomberg Page BBAM or
another page of these or any other financial reporting service in general use
in
the financial services industry, as of 11:00 a.m. (London time) on such Interest
Determination Date; provided that if such rate does not appear on Telerate
Page
3750, the rate for such date will be determined on the basis of the offered
rates of the Reference Banks for one-month U.S. dollar deposits, as of 11:00
a.m. (London time) on such Interest Determination Date. In such event, the
Trust
Administrator will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If on such Interest Determination
Date, two or more Reference Banks provide such offered quotations, One-Month
LIBOR for the related Interest Accrual Period shall be the arithmetic mean
of
such offered quotations (rounded upwards if necessary to the nearest whole
multiple of 1/16%). If on such Interest Determination Date, fewer than two
Reference Banks provide such offered quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the higher of (i) LIBOR as determined on the
previous Interest Determination Date and (ii) the Reserve Interest Rate.
Notwithstanding the foregoing, if, under the priorities described above, LIBOR
for an Interest Determination Date would be based on LIBOR for the previous
Interest Determination Date for the third consecutive Interest Determination
Date, the Trust Administrator, after consultation with the Depositor, shall
select an alternative comparable index (over which the Trust Administrator
has
no control), used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent
party.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be
salaried counsel for the Depositor, the Master Servicer or the Trust
Administrator acceptable to the Trustee, if such opinion is delivered to the
Trustee, or reasonably acceptable to the Trust Administrator, if such opinion
is
delivered to the Trust Administrator, except that any opinion of counsel
relating to (a) the qualification of any Trust REMIC as a REMIC or (b)
compliance with the REMIC Provisions must be an opinion of Independent
counsel.
“Original
Mortgage Loan”: Any Mortgage Loan included in the Trust Fund as of the Closing
Date.
“Originator”:
Xxxxx
Fargo Bank, N.A.
“Ownership
Interest”: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
Overcollateralization
Deficiency Amount”: With respect to Collateral Pool 1 and any Distribution Date,
the excess, if any, of (a) the Overcollateralization Target Amount applicable
to
such Distribution Date over (b) the Overcollateralized Amount applicable to
such
Distribution Date (calculated for this purpose only after assuming that 100%
of
the Principal Remittance Amount on such Distribution Date has been
distributed).
“Overcollateralization
Increase Amount”: With respect to Collateral Pool 1 and any Distribution Date,
the lesser of (a) the sum of (i) the Net Monthly Excess Cashflow for such
Distribution Date and (ii) any amounts received under the Interest Rate Cap
Agreement and (b) the Overcollateralization Deficiency Amount for such
Distribution Date (calculated for this purpose only after assuming that 100%
of
the Principal Remittance Amount on such Distribution Date has been
distributed).
“Overcollateralization
Reduction Amount”: With respect to Collateral Pool 1 and any Distribution Date,
an amount equal to the lesser of (a) the Principal Remittance Amount for such
Distribution Date and (b) the Excess Overcollateralized Amount.
“Overcollateralization
Target Amount”: With respect to Collateral Pool 1 and any Distribution Date, (i)
prior to the Stepdown Date, an amount equal to 0.80% of the aggregate
outstanding Stated Principal Balance of the Group 1 Mortgage Loans as of the
Cut-off Date, (ii) on or after the Stepdown Date provided a Group 1 Trigger
Event is not in effect, the greater (but not more than the amount described
in
clause (i) above) of (x) 1.60% of the then current aggregate outstanding Stated
Principal Balance of the Group 1 Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (y) 0.50% of the aggregate Stated Principal Balance of the Group
1
Mortgage Loans as of the Cut-off Date, or (iii) on or after the Stepdown Date
and if a Group 1 Trigger Event is in effect, the Overcollateralization Target
Amount for the immediately preceding Distribution Date. Notwithstanding the
foregoing, on and after any Distribution Date following the reduction of the
aggregate Certificate Principal Balance of the Group 1 Offered Certificates
to
zero, the Overcollateralization Target Amount shall be zero.
“Overcollateralized
Amount”: With respect to any Distribution Date, the excess, if any, of (a) the
aggregate Stated Principal Balances of the Group 1 Mortgage Loans and related
REO Properties as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) over (b) the aggregate Certificate
Principal Balance of the Group 1 Offered Certificates after giving effect to
distributions to be made on such Distribution Date.
“Pass-Through
Rate”:
With
respect to each Class of the Group 1 Offered Certificates and any Distribution
Date, the Pass-Through Rate for such Class shall be the lesser of (x) the
related Formula Rate for such Distribution Date and (y) the Group 1 Net WAC
Rate
for such Distribution Date.
With
respect to the Class 1-CE Certificates and any Distribution Date, a per annum
rate equal to the percentage equivalent of a fraction, the numerator of which
is
(x) the sum of the interest on the Uncertificated Balance of each REMIC I-A
Regular Interest listed in clause (y) below at a rate equal to the related
REMIC
I-A Remittance Rate minus the Marker Rate and the denominator of which is (y)
the aggregate Uncertificated Balance of REMIC I-A Regular Interest LT-AA, REMIC
I-A Regular Interest LT-1A1, REMIC I-A Regular Interest LT-1A2, REMIC I-A
Regular Interest LT-1A3, REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular
Interest LT-1M1, REMIC I-A Regular Interest LT-1M2, REMIC I-A Regular Interest
LT-1M3, REMIC I-A Regular Interest LT-1M4 and REMIC I-A Regular Interest LT-ZZ.
With
respect to the Class 2-A Certificates and any Distribution Date, the
Pass-Through Rate for such Class shall be a per annum rate equal to the excess
of (i) the Group 2 Net WAC Rate for such Distribution Date over (ii) the
Pass-Through Rate for the Class 2-AIO Certificates.
With
respect to the Class 2-AIO Certificates, the pass-through rate for such class
for any Distribution Date shall be a per annum rate equal to (i) 0.56544% per
annum in the case of the first Distribution Date through and including the
117th
Distribution Date or (ii) 0.00% per annum for each Distribution Date thereafter.
With
respect to the Class 2-BIO Certificates, the pass-through rate for such class
for any Distribution Date shall be a per annum rate equal to (i) 0.40000% per
annum in the case of the first Distribution Date through and including the
117th
Distribution Date or (ii) 0.00% per annum for each Distribution Date
thereafter.
With
respect to the Class 2-B1 Certificates and the Class 2-B2 Certificates and
any
Distribution Date, the Pass-Through Rate for each such Class shall be a per
annum rate equal to the excess of (i) the Group 2 Net WAC Rate for such
Distribution Date over (ii) the Pass-Through Rate for the Class 2-BIO
Certificates.
With
respect to the Class 2-B3 Certificates, the Class 2-B4 Certificates, the Class
2-B5 Certificates, the Class 2-B6 Certificates and the Class 2-R Certificates
and any Distribution Date, the Pass-Through Rate for each such Class shall
be a
per annum rate equal to the Group 2 Net WAC Rate for such Distribution
Date.
“Paying
Agent”: Citibank, or its successor in interest, or any successor paying agent
appointed as herein provided.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect
immediately prior to such Adjustment Date.
“Percentage
Interest”: With respect to any Class of Certificates, the portion of the
respective Class evidenced by such Certificate, expressed as a percentage,
the
numerator of which is the initial Certificate Principal Balance or Notional
Amount represented by such Certificate, and the denominator of which is the
initial aggregate Certificate Principal Balance or Notional Amount of all of
the
Certificates of such Class. The Book-Entry Certificates are issuable only in
Percentage Interests corresponding to initial Certificate Principal Balances
of
$100,000 and integral multiples of $1.00 in excess thereof. The Class 1-CE
Certificates are issuable only in minimum Percentage Interests corresponding
to
minimum initial Notional Amounts of $100,000 and integral multiples of $1.00
in
excess thereof; provided, however, that a single Certificate of such Class
of
Certificates may be issued having a Percentage Interest corresponding to the
remainder of the aggregate initial Certificate Principal Balance or Notional
Amount of such Class or to an otherwise authorized denomination for such Class
plus such remainder. The Residual Certificates are issuable only in Percentage
Interests of 20% and multiples thereof.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued by the Depositor, the Master Servicer, the Trustee, the Paying Agent,
the
Authenticating Agent, the Certificate Registrar, the Trust Administrator or
any
of their respective Affiliates:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) demand
and time deposits in, certificates of deposit of, or bankers’ acceptances (which
shall each have an original maturity of not more than 90 days and, in the case
of bankers’ acceptances, shall in no event have an original maturity of more
than 365 days or a remaining maturity of more than 30 days) denominated in
United States dollars and issued by, any Depository Institution;
(iii) repurchase
obligations with respect to any security described in clause (i) above entered
into with a Depository Institution (acting as principal);
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any state thereof
and that are rated by the Rating Agencies in its highest long-term unsecured
rating category at the time of such investment or contractual commitment
providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 30 days after the date of acquisition thereof) that is rated by the Rating
Agencies in its highest short-term unsecured debt rating available at the time
of such investment;
(vi) units
of
money market funds, including money market funds advised by the Trustee, the
Trust Administrator or an Affiliate of either of them, that have been rated
“AAA” by S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch, if rated by Fitch;
and
(vii) if
previously confirmed in writing to the Master Servicer, the Trustee and the
Trust Administrator, any other demand, money market or time deposit, or any
other obligation, security or investment, as may be acceptable to the Rating
Agencies as a permitted investment of funds backing securities having ratings
equivalent to its highest initial rating of the Senior
Certificates;
provided,
however, that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any Transferee of a Residual Certificate other than a Disqualified
Organization or Non-United States Person.
“Person”:
Any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“P&I
Advance”: As to any Mortgage Loan or REO Property, any advance made by the
Master Servicer in respect of any Distribution Date pursuant to Section
4.03.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
“Prepayment
Assumption”: A prepayment rate for the Mortgage Loans in Collateral Pool 1 of
(a) a CPR of 12% per annum in the first month of the life of such Mortgage
14%
in the second month, 15% in the third month, 17% in the fourth month, 19% in
the
fifth month, 20% in the sixth month, 22% in the seventh month, 23% in the eighth
month, 25% in the ninth month, 27% in the tenth month and 28% in the eleventh
month of the life of such mortgage loans and then (b) beginning in the 12th
month and in each month thereafter until the 35th month, a CPR of 30% per annum,
and then (c) beginning in the 36th month and in each month thereafter, a CPR
of
35% per annum. A prepayment rate for the Mortgage Loans in Collateral Pool
2 of
25% CPR. The Prepayment Assumption is used solely for determining the accrual
of
original issue discount on the Certificates for federal income tax purposes.
A
CPR (Constant Prepayment Rate) represents an annualized constant assumed rate
of
prepayment each month of a pool of mortgage loans relative to its outstanding
principal balance for the life of such pool.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
Loan that was during the related Prepayment Period the subject of a Principal
Prepayment in full or in part occurring between the first day of the related
Prepayment Period and the last day of the calendar month preceding the calendar
month in which such Distribution Date occurs, an amount equal to interest at
the
applicable Mortgage Loan Remittance Rate on the amount of such Principal
Prepayment for the number of days commencing on the date on which the prepayment
is applied and ending on the last day of the calendar month preceding the
calendar month in which such Distribution Date occurs. The obligations of the
Master Servicer in respect of any Prepayment Interest Shortfall are set forth
in
Section 3.24.
“Prepayment
Period”: With
respect to any Distribution Date, with respect to any prepayments in full,
prepayments in part, liquidations and other unscheduled collections on the
Mortgage Loans, the calendar month immediately preceding the month in which
such
distribution date occurs.
“Primary
Mortgage Insurance Policy”: Each primary policy of mortgage guaranty insurance
in effect as represented in the Mortgage Loan Purchase Agreement and as so
indicated on the Mortgage Loan Schedule, or any replacement policy therefor
obtained by the Master Servicer or any Sub-Servicer pursuant to Section 3.13.
“Prime
Rate”: The lesser of (i) the per annum rate of interest, publicly announced from
time to time by JPMorgan Chase Bank, N.A. at its principal office in the City
of
New York, as its prime or base lending rate (any change in such rate of interest
to be effective on the date such change is announced by JPMorgan Chase Bank,
N.A.) and (ii) the maximum rate permissible under applicable usury or similar
laws limiting interest rates.
“Principal
Distribution Amount”: With respect to Collateral Pool 1 and any Distribution
Date, the sum of (i) the principal portion of each Monthly Payment due on the
Group 1 Mortgage Loans during the related Due Period, to the extent received
on
or prior to the related Determination Date or advanced; (ii) the Stated
Principal Balance of any Group 1 Mortgage Loan that was purchased during the
related Prepayment Period pursuant to or as contemplated by Section 2.03 or
Section 9.01 and the amount of any shortfall deposited in the Collection Account
in connection with the substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 during the related Prepayment Period; (iii) the principal portion
of all other unscheduled collections (including, without limitation, Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries
and
REO Principal Amortization) received during the related Prepayment Period,
net
of any portion thereof that represents a recovery of principal for which an
Advance was made by the Servicer pursuant to Section 4.03 in respect of a
preceding Distribution Date and (iv) any Overcollateralization Increase Amount
for such Distribution Date, minus (v) any Overcollateralization Reduction amount
for such Distribution Date. In no event will the Principal Distribution Amount
with respect to any Distribution Date be (x) less than zero or (y) greater
than
the then outstanding aggregate Certificate Principal Balance of the Group 1
Offered Certificates.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month
of
prepayment.
“Principal
Remittance Amount”: With respect to Collateral Pool 1 and any Distribution Date,
that portion of the Group 1 Available Distribution Amount equal to the sum
of
the amounts set forth in (i) through (iii) of the definition of Principal
Distribution Amount.
“Private
Certificates”: The Class 2-B4 Certificates, Class 2-B5 Certificates and Class
2-B6 Certificates, Class 1-CE Certificates and the Group 1 Residual
Certificates.
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section
9.01,
and as confirmed by an Officers’ Certificate from the Master Servicer to the
Trustee and the Trust Administrator, an amount equal to the sum of: (i) 100%
of
the Stated Principal Balance thereof as of the date of purchase (or such other
price as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan,
accrued interest on such Stated Principal Balance at the applicable Mortgage
Loan Remittance Rate in effect from time to time from the Due Date as to which
interest was last covered by a payment by the Mortgagor or an advance by the
Master Servicer, which payment or advance had as of the date of purchase been
distributed pursuant to Section 4.01, through the end of the calendar month
in
which the purchase is to be effected, and (y) an REO Property, the sum of (1)
accrued interest on such Stated Principal Balance at the applicable Mortgage
Loan Remittance Rate in effect from time to time from the Due Date as to which
interest was last covered by a payment by the Mortgagor or an advance by the
Master Servicer through the end of the calendar month immediately preceding
the
calendar month in which such REO Property was acquired, plus (2) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such purchase is to be effected, minus the total of
all
net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances
that as of the date of purchase had been distributed as or to cover REO Imputed
Interest pursuant to Section 4.01, (iii) any unreimbursed Servicing Advances
and
P&I Advances and any unpaid Servicing Fees allocable to such Mortgage Loan
or REO Property; (iv) any amounts previously withdrawn from the Collection
Account in respect of such Mortgage Loan or REO Property pursuant to Sections
3.11(a)(ix) and Section 3.16(b), and (v) in the case of a Mortgage Loan required
to be purchased pursuant to Section 2.03, expenses incurred or to be incurred
by
the Trust Fund in respect of the breach or defect giving rise to the purchase
obligation including any costs and damages incurred by the Trust Fund in
connection with any violation of any predatory or abusive lending law with
respect to the related Mortgage Loan.
“Qualified
Insurer”: Any insurer which meets the requirements of Xxxxxx Xxx and Xxxxxxx
Mac.
“Qualified
Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
Loan pursuant to the terms of this Agreement which must, on the date of such
substitution, (i) have an outstanding principal balance, after application
of
all scheduled payments of principal and interest due during or prior to the
month of substitution, not in excess of the Scheduled Principal Balance of
the
Deleted Mortgage Loan as of the Due Date in the calendar month during which
the
substitution occurs, (ii) have a Mortgage Rate not less than (and not more
than
one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
Loan, (iii) have a Maximum Mortgage Rate not less than the Maximum Mortgage
Rate
on the Deleted Mortgage Loan, (iv) have a Minimum Mortgage Rate not less than
the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) have a Gross Margin
equal to the Gross Margin of the Deleted Mortgage Loan, (vi) have a next
Adjustment Date not more than two months later than the next Adjustment Date
on
the Deleted Mortgage Loan, (vii) be covered under a Primary Mortgage Insurance
Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio
in
excess of 80% and the Deleted Mortgage Loan was covered by a Primary Mortgage
Insurance Policy, (viii) have a remaining term to maturity not greater than
(and
not more than one year less than) that of the Deleted Mortgage Loan, (ix) have
the same Due Date as the Due Date on the Deleted Mortgage Loan, (x) have a
Loan-to-Value Ratio as of the date of substitution equal to or lower than the
Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (xi)
[intentionally omitted]; and (xii) conform to each representation and warranty
set forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to
the
Deleted Mortgage Loan. In the event that one or more mortgage loans are
substituted for one or more Deleted Mortgage Loans, the amounts described in
clause (i) hereof shall be determined on the basis of aggregate principal
balances, the Mortgage Rates described in clause (ii) hereof shall be determined
on the basis of weighted average Mortgage Rates, the terms described in clause
(viii) shall be determined on the basis of weighted average remaining terms
to
maturity, the Loan-to-Value Ratios described in clause (x) hereof shall be
satisfied as to each such mortgage loan and, except to the extent otherwise
provided in this sentence, the representations and warranties described in
clause (xii) hereof must be satisfied as to each Qualified Substitute Mortgage
Loan or in the aggregate, as the case may be.
“Rate/Term
Refinancing”: A Refinanced Mortgage Loan, the proceeds of which are not in
excess of the existing first mortgage loan on the related Mortgaged Property
and
related closing costs, and were used exclusively to satisfy the then existing
first mortgage loan of the Mortgagor on the related Mortgaged Property and
to
pay related closing costs.
“Rating
Agencies”: S&P, Xxxxx’x and Fitch or their successors. If such agencies or
their successors are no longer in existence, the “Rating Agencies” shall be such
nationally recognized statistical rating agencies, or other comparable Persons,
designated by the Depositor, written notice of which designation shall be given
to the Trustee, the Trust Administrator, the Paying Agent, the Authenticating
Agent, the Certificate Registrar and the Master Servicer.
“Realized
Loss”: A Group 1 Realized Loss or a Group 2 Realized Loss.
“Record
Date”: With respect to each Distribution Date and any Group 1 Offered
Certificate so long as such Group 1 Offered Certificate is a Book-Entry
Certificate, the Business Day immediately preceding such Distribution Date.
With
respect to each Distribution Date and any other Group 1 Certificates, including
any Definitive Certificates, the last Business Day of the month immediately
preceding the month in which such Distribution Date occurs. With respect to
each
Distribution Date and any Group 2 Certificate, the last Business Day of the
month immediately preceding the month in which such Distribution Date occurs.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any Senior Certificate or Subordinate Certificate.
“Regular
Interest”: A “regular interest” in a REMIC within the meaning of Section
860G(a)(1) of the Code.
“Relief
Act”: The Servicemembers Civil Relief Act, as amended or any state law providing
for similar relief.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage
Loan, any reduction in the amount of interest collectible on such Mortgage
Loan
for the most recently ended calendar month as a result of the application of
the
Relief Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
I-A”: As defined in the Preliminary Statement.
“REMIC
I-A Regular Interests”: The REMIC I-A Regular Interests, as set forth in the
Preliminary Statement.
“REMIC
I-A Required Overcollateralized Amount”: 1.00% of the Overcollateralization
Target Amount.
“REMIC
I-A Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of
the Group 1 Mortgage Loans and related REO Properties then outstanding and
(ii)
the REMIC I-A Remittance Rate for REMIC I-A Regular Interest LT-AA minus the
Marker Rate, divided by (b) 12.
“REMIC
I-A Overcollateralized Amount”: With respect to any date of determination, (i)
1.00% of the aggregate Uncertificated Balance of the REMIC I-A Regular Interests
minus (ii) the aggregate Uncertificated Balance of REMIC I-A Regular Interest
LT-1A1, REMIC I-A Regular Interest LT-1A2, REMIC I-A Regular Interest LT-1A3,
REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular Interest LT-1M1, REMIC
I-A
Regular Interest LT-1M2, REMIC I-A Regular Interest LT-1M3 and REMIC I-A Regular
Interest LT-1M4, in each case as of such date of determination.
“REMIC
I-A Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) the aggregate Stated Principal Balance of
the
Group 1 Mortgage Loans and related REO Properties then outstanding and (ii)
1
minus a fraction, the numerator of which is two times the aggregate
Uncertificated Balance of REMIC I-A Regular Interest LT-1A1, REMIC I-A Regular
Interest LT-1A2, REMIC I-A Regular Interest LT-1A3, REMIC I-A Regular Interest
LT-1A4, REMIC I-A Regular Interest LT-1M1, REMIC I-A Regular Interest LT-1M2,
REMIC I-A Regular Interest LT-1M3 and REMIC I-A Regular Interest LT-1M4 and
the
denominator of which is the aggregate Uncertificated Balance of REMIC I-A
Regular Interest LT-1A1, REMIC I-A Regular Interest LT-1A2, REMIC I-A Regular
Interest LT-1A3, REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular Interest
LT-1M1, REMIC I-A Regular Interest LT-1M2, REMIC I-A Regular Interest LT-1M3,
REMIC I-A Regular Interest LT-1M4 and REMIC I-A Regular Interest
LT-ZZ.
“REMIC
I-A Remittance Rate”: With respect to REMIC I-A Regular Interest LT-AA, REMIC
I-A Regular Interest LT-1A1, REMIC I-A Regular Interest LT-1A2, REMIC I-A
Regular Interest LT-1A3, REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular
Interest LT-1M1, REMIC I-A Regular Interest LT-1M2, REMIC I-A Regular Interest
LT-1M3, REMIC I-A Regular Interest LT-1M4 and REMIC I-A Regular Interest LT-ZZ,
the weighted average of the Expense Adjusted Mortgage Rates of the Group 1
Mortgage Loans, weighted based on their principal balances as of the first
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the Due Period including such first day, to the extent
received or advanced, and unscheduled collections of principal distributed
on
the prior Distribution Date).
“REMIC
I-B”: As defined in the Preliminary Statement.
“REMIC
II-A”:
As
defined in the Preliminary Statement.
“REMIC
II-A Regular Interests”: The REMIC II-A Regular Interests, as set forth in the
Preliminary Statement.
“REMIC
II-A Remittance Rate”: With respect to REMIC II-A Regular Interest LT-2A, REMIC
II-A Regular Interest LT-2B1, REMIC II Regular Interest LT-2B2, REMIC II-A
Regular Interest LT-2B3, REMIC II-A Regular Interest LT-2B4, REMIC II-A Regular
Interest LT-2B5, REMIC II-A Regular Interest LT-2B6 and REMIC II-A Regular
Interest LT-R, the weighted average of the Expense Adjusted Mortgage Rates
of
the Group 2 Mortgage Loans, weighted based on their principal balances as of
the
first day of the related Due Period (after giving effect to scheduled payments
of principal due during the Due Period including such first day, to the extent
received or advanced, and unscheduled collections of principal distributed
on
the prior Distribution Date).
“REMIC
Regular Interest”: A REMIC I-A Regular Interest or REMIC II-A Regular
Interest.
“Remittance
Report”: A report in form and substance acceptable to the Trust Administrator
and the Trustee prepared by the Master Servicer pursuant to Section 4.03 with
such additions, deletions and modifications as agreed to by the Trustee, the
Trust Administrator and the Master Servicer.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code as being included in the
term
“rents from real property.”
“REO
Account”: The account or accounts maintained by the Master Servicer in respect
of an REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of any
Trust REMIC.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of REMIC I-A or REMIC II-A, one month’s
interest at the applicable Mortgage Loan Remittance Rate on the Stated Principal
Balance of such REO Property (or, in the case of the first such calendar month,
of the related Mortgage Loan if appropriate) as of the close of business on
the
Distribution Date in such calendar month.
“REO
Property”: A Mortgaged Property acquired by the Master Servicer on behalf of the
Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described
in
Section 3.23.
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Reserve
Interest Rate”: With respect to any Interest Determination Date, the rate per
annum that the Trust Administrator determines to be either (i) the arithmetic
mean (rounded upwards if necessary to the nearest whole multiple of 1/16%)
of
the one-month U.S. dollar lending rates which New York City banks selected
by
the Trust Administrator are quoting on the relevant Interest Determination
Date
to the principal London offices of leading banks in the London interbank market
or (ii) in the event that the Trust Administrator can determine no such
arithmetic mean, the lowest one-month U.S. dollar lending rate which New York
City banks selected by the Trust Administrator are quoting on such Interest
Determination Date to leading European banks.
“Residential
Dwelling”: Any one of the following: (i) an attached or detached one- family
dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a Xxxxxx Xxx eligible condominium project, or (iv) a detached
one-family dwelling in a planned unit development, none of which is a
co-operative, mobile or manufactured home (as defined in 00 Xxxxxx Xxxxxx Code,
Section 5402(6)).
“Residual
Certificate”: Any one of the Class 1-R Certificates or Class 2-R
Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trust Administrator, the Paying Agent,
the Certificate Registrar or the Authenticating Agent, the President, any vice
president, any assistant vice president, the Secretary, any assistant secretary,
the Treasurer, any assistant treasurer, any trust officer or assistant trust
officer, the Controller and any assistant controller or any other officer
thereof customarily performing functions similar to those performed by any
of
the above designated officers and, with respect to a particular matter relating
to this Agreement, to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject. When used with respect
to the Trustee, any officer of the Trustee with direct responsibility for the
administration of this Agreement and, with respect to a particular matter
relating to this Agreement, to whom such matter is referred because of such
officer’s knowledge of and familiarity with the particular subject.
“Scheduled
Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off
Date, the outstanding principal balance of such Mortgage Loan as of such date,
net of the principal portion of all unpaid Monthly Payments, if any, due on
or
before such date; (b) as of any Due Date subsequent to the Cut-off Date up
to
and including the Due Date in the calendar month in which a Liquidation Event
occurs with respect to such Mortgage Loan, the Scheduled Principal Balance
of
such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal
portion of each Monthly Payment due on or before such Due Date but subsequent
to
the Cut-off Date, whether or not received, (ii) all Principal Prepayments
received before such Due Date but after the Cut-off Date, (iii) the principal
portion of all Liquidation Proceeds and Insurance Proceeds received before
such
Due Date but after the Cut-off Date, net of any portion thereof that represents
principal due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) on a Due Date occurring on or before the date on
which such proceeds were received and (iv) any Realized Loss incurred with
respect thereto as a result of a Deficient Valuation occurring before such
Due
Date, but only to the extent such Realized Loss represents a reduction in the
portion of principal of such Mortgage Loan not yet due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) as of
the
date of such Deficient Valuation; and (c) as of any Due Date subsequent to
the
occurrence of a Liquidation Event with respect to such Mortgage Loan, zero.
With
respect to any REO Property: (a) as of any Due Date subsequent to the date
of
its acquisition on behalf of the Trust Fund up to and including the Due Date
in
the calendar month in which a Liquidation Event occurs with respect to such
REO
Property, an amount (not less than zero) equal to the Scheduled Principal
Balance of the related Mortgage Loan as of the Due Date in the calendar month
in
which such REO Property was acquired minus the principal portion of each Monthly
Payment that would have become due on such related Mortgage Loan after such
REO
Property was acquired if such Mortgage Loan had not been converted to an REO
Property; and (b) as of any Due Date subsequent to the occurrence of a
Liquidation Event with respect to such REO Property, zero.
“Seller”:
Citigroup Global Markets Realty Corp. or its successor in interest, in its
capacity as seller under the Mortgage Loan Purchase Agreement.
“Senior
Certificate”: Any Group 1 Senior Certificate or Group 2 Senior
Certificate.
“Senior
Enhancement Percentage”: With respect to Collateral Pool 1 and for any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is the sum of the aggregate Certificate Principal Balance of the Group
1
Mezzanine and Class 1-CE Certificates, calculated after taking into account
distribution of the Principal Distribution Amount to the Group 1 Certificates
then entitled to distributions of principal on such Distribution Date, and
the
denominator of which is the aggregate Stated Principal Balance of the Group
1
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period).
“Senior
Interest Distribution Amount”: With respect to Collateral Pool 1, on any
Distribution Date for any Class of Group 1 Class A Certificates, an amount
equal
to the sum of (i) the Interest Distribution Amount for such Class for such
Distribution Date and (ii) the Interest Carry Forward Amount, if any, for such
Class for such Distribution Date. With respect to Collateral Pool 2, on any
Distribution Date, an amount equal to the aggregate of the Interest Distribution
Amounts for that Distribution Date for the Group 2 Senior Certificates.
“Senior
Percentage”: The Group 2 Senior Percentage.
“Senior
Prepayment Percentage”: The Group 2 Senior Prepayment
Percentage.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the
Master Servicer in connection with a default, delinquency or other unanticipated
event by the Master Servicer in the performance of its servicing obligations,
including, but not limited to, the cost of (i) the preservation, restoration
and
protection of a Mortgaged Property, (ii) any enforcement or judicial
proceedings, including foreclosures, in respect of a particular Mortgage Loan,
including any expenses incurred in relation to any such proceedings that result
from the Mortgage Loan being registered on the MERS System, (iii) the management
(including reasonable fees in connection therewith) and liquidation of any
REO
Property, and (iv) the performance of its obligations under Section 3.01,
Section 3.09, Section 3.13, Section 3.14, Section 3.16 and Section 3.23. The
Master Servicer shall not be required to make any Servicing Advance in respect
of a Mortgage Loan or REO Property that, in the good faith business judgment
of
the Master Servicer, would not be ultimately recoverable from related Insurance
Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as
provided herein.
“Servicing
Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
equal to one month’s interest (or in the event of any payment of interest which
accompanies a Principal Prepayment in full made by the Mortgagor during such
calendar month, interest for the number of days covered by such payment of
interest) at the applicable Servicing Fee Rate on the same principal amount
on
which interest on such Mortgage Loan accrues for such calendar month. A portion
of such Servicing Fee may be retained by any Sub-Servicer as its servicing
compensation.
“Servicing
Fee Rate”: The
Servicing Fee Rate on the Mortgage Loans shall be 0.250%
per annum. The Servicing Fee Rate for each Mortgage Loan shall be as indicated
in the Mortgage Loan Schedule.
“Servicing
Officer”: Any employee of the Master Servicer involved in, or responsible for,
the administration and servicing of the Mortgage Loans, whose name appear on
a
list of Servicing Officers furnished by the Master Servicer to the Trustee,
the
Trust Administrator and the Depositor on the Closing Date, as such list may
from
time to time be amended.
“Significance
Percentage”: With respect to the Interest Rate Cap Agreement, the percentage
equivalent of a fraction, the numerator of which is (I) the present value (such
calculation of present value using the two-year swaps rate made available at
Bloomberg Financial Markets, L.P.) of the aggregate amount payable under the
Interest Rate Cap Agreement (assuming that one-month LIBOR for each remaining
Calculation Period (as defined in the Interest Rate Cap Agreement) beginning
with the Calculation Period immediately following the related Distribution
Date
is equal to the sum of (a) the one-month LIBOR rate for each remaining
Calculation Period made available at Bloomberg Financial Markets, L.P. by taking
the following steps: (1) typing in the following keystrokes: fwcv <go>, us
<go>, 3 <go>; (2) the Forwards shall be set to “1-Mo”; (3) the
Intervals shall be set to “1-Mo”; and (4) the Points shall be set to equal the
remaining term of the Interest Rate Cap Agreement in months and the Trust
Administrator shall click <go> (provided that the Depositor shall notify
the Trust Administrator in writing of any changes to such keystrokes), (b)
the
percentage equivalent of a fraction, the numerator of which is 2.00% and the
denominator of which is the initial number of Distribution Dates on which the
Paying Agent is entitled to receive payments under the Interest Rate Cap
Agreement (the “Add-On Amount”) and (c) the Add-On Amount for each previous
period) and the denominator of which is (II) the aggregate Certificate Principal
Balance of the Group 1 Offered Certificates on such Distribution Date (after
giving effect to all distributions on such Distribution Date).
“Single
Certificate”: With respect to any Class of Certificates (other than any Class of
Residual Certificates), a hypothetical Certificate of such Class evidencing
a
Percentage Interest for such Class corresponding to an initial Certificate
Principal Balance or initial Notional Amount, as applicable, of $1,000. With
respect to the Residual Certificates, a hypothetical Certificate of such Class
evidencing a 20% Percentage Interest in such Class.
“Special
Hazard Amount”:
For
Collateral Pool 2, initially an amount equal to $6,000,000.00. As of each
anniversary of the Cut-off Date, for any Collateral Pool the Special Hazard
Amount shall equal the lesser of (i) the Special Hazard Amount on the
immediately preceding anniversary of the Cut-off Date less the sum of all
amounts allocated to the related Group 2 Subordinate Certificates in respect
of
Special Hazard Losses on the related Mortgage Loans during such year and (ii)
the related Adjustment Amount for such anniversary. After the Certificate
Principal Balances of the Group 2 Subordinate Certificates are reduced to zero,
the Special Hazard Amount for Collateral Pool 2 will be zero.
“Special
Hazard Loss”: With respect to Collateral Pool 2, any Realized Loss or portion
thereof not in excess of the lesser of the cost of repair or replacement of
a
Mortgaged Property suffered by such Mortgaged Property by reason of damage
caused by certain hazards (including earthquakes, mudflows, and, to a limited
extent, floods) not insured against under the hazard insurance policies or
fire
or flood insurance policies required to be maintained in respect of such
Mortgaged Property pursuant to Section 3.14, or by reason of the application
of
any co-insurance provision. Special Hazard Losses shall not include any
Extraordinary Loss or any of the following:
(i) wear
and
tear, deterioration, rust or corrosion, mold, wet or dry rot; inherent vice
or
latent defect; animals, birds, vermin, insects;
(ii) smog,
smoke, vapor, liquid or dust discharge from agricultural or industrial
operations; pollution; contamination;
(iii) settling,
subsidence, cracking, shrinkage, bulging or expansion of pavements, foundations,
walls, floors, roofs or ceilings; and
(iv) errors
in
design, faulty workmanship or faulty materials, unless the collapse of the
property or a part thereof ensues and then only for the ensuing loss.
“Sponsor”:
Citigroup Global Markets Realty Corp., or its successor in interest.
“S&P”:
Standard & Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies,
Inc., or its successor in interest.
“Startup
Day”: With respect to any Trust REMIC, the day designated as such pursuant to
Section 10.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the Scheduled Principal Balance of such Mortgage Loan
as
of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum
of
(i) the principal portion of each Monthly Payment due on a Due Date subsequent
to the Cut-off Date, to the extent received from the Mortgagor or advanced
by
the Master Servicer and distributed pursuant to Section 4.01 on or before such
date of determination, (ii) all Principal Prepayments received after the Cut-off
Date, to the extent distributed pursuant to Section 4.01 on or before such
date
of determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied
by the Master Servicer as recoveries of principal in accordance with the
provisions of Section 3.16, to the extent distributed pursuant to Section 4.01
on or before such date of determination, and (iv) any Realized Loss incurred
with respect thereto as a result of a Deficient Valuation made during or prior
to the Prepayment Period for the most recent Distribution Date coinciding with
or preceding such date of determination; and (b) as of any date of determination
coinciding with or subsequent to the Distribution Date on which the proceeds,
if
any, of a Liquidation Event with respect to such Mortgage Loan would be
distributed, zero. With respect to any REO Property: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property
would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of the Trust Fund, minus, the principal portion of
Monthly Payments that would have become due on such related Mortgage Loan after
such REO Property was acquired if such Mortgage Loan had not been converted
to
an REO Property, to the extent advanced by the Master Servicer and distributed
pursuant to Section 4.01 on or before such date of determination; and (b) as
of
any date of determination coinciding with or subsequent to the Distribution
Date
on which the proceeds, if any, of a Liquidation Event with respect to such
REO
Property would be distributed, zero.
“Stayed
Funds”: If the Master Servicer is the subject of a proceeding under the federal
Bankruptcy Code and the making of a any payment required to be made under the
terms of the Certificates and this Agreement is prohibited by Section 362 of
the
federal Bankruptcy Code, funds which are in the custody of the Master Servicer,
a trustee in bankruptcy or a federal bankruptcy court and should have been
the
subject of such Remittance absent such prohibition.
“Stepdown
Date”: The earlier to occur of (i) the Distribution Date immediately following
the Distribution Date on which the aggregate Certificate Principal Balance
of
the Group 1 Class A Certificates has been reduced to zero and (ii) the later
to
occur of (a) the Distribution Date occurring in December 2009 and (b) the first
Distribution Date on which the Senior Enhancement Percentage (calculated for
this purpose only after taking into account distributions of principal on the
Group 1 Mortgage Loans but prior to any distribution of the Principal
Distribution Amount to the Group 1 Certificates then entitled to distributions
of principal on such Distribution Date) is equal to or greater than
11.40%.
“Subordinate
Certificates”: The Group 1 Subordinate Certificates and the Group 2 Subordinate
Certificates.
“Subordinate
Principal Distribution Amount”: With respect to Collateral Pool 2 and for any
Distribution Date, an amount equal to the lesser of (i) the Group 2 Available
Distribution Amount remaining after distribution of the Senior Interest
Distribution Amount and Group 2 Senior Principal Distribution Amounts to the
Classes of Group 2 Senior Certificates and the related Interest Distribution
Amounts to the Classes of Group 2 Subordinate Certificates, and (ii) the
aggregate of the sum of:
(a) the
product of (x) the then-applicable Group 2 Subordinate Percentage and (y) the
sum of the following:
|
(i)
|
the
aggregate of the principal portions of all Monthly Payments due during
the
related Due Period in respect of the related Mortgage Loans, whether
or
not received;
|
|
(ii)
|
the
principal portion of all Insurance Proceeds, Subsequent Recoveries
and
Liquidation Proceeds (other than amounts described in clause (c)
below)
received in respect of the related Mortgage Loans during the related
Prepayment Period (other than any related Mortgage Loan that was
purchased, sold or replaced pursuant to or as contemplated by Section
2.03, Section 3.16(c) or Section 9.01 during the related Prepayment
Period), net of any portion thereof that represents a recovery of
principal for which an advance was made by the Master Servicer pursuant
to
Section 4.03 in respect of a preceding Distribution Date;
|
|
(iii)
|
the
Stated Principal Balance (calculated immediately prior to such
Distribution Date) of each related Mortgage Loan that was purchased,
sold
or replaced pursuant to or as contemplated by Section 2.03, Section
3.16(c) or Section 9.01 during the related Prepayment Period;
|
|
(iv)
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[reserved];
|
|
(v)
|
in
connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans in the related
Collateral Pool pursuant to Section 2.03 during the related Prepayment
Period, the excess, if any, of (A) the aggregate of the Stated Principal
Balances (calculated as of the respective dates of substitution)
of such
Deleted Mortgage Loans, net of the aggregate of the related principal
portions of the Monthly Payments due during the related Prepayment
Period
(to the extent received from the related Mortgagor or advanced by
the
related Servicer and distributed pursuant to Section 4.01 on the
Distribution Date in the related Prepayment Period) in respect of
each
such Deleted Mortgage Loan that was replaced prior to the Distribution
Date in the related Prepayment Period, over (B) the aggregate of
the
Stated Principal Balances (calculated as of the respective dates
of
substitution) of such Qualified Substitute Mortgage Loans;
|
(b) the
product of (x) the then-applicable Group 2 Subordinate Prepayment Percentage
and
(y) the Principal Prepayments received in respect of the related Mortgage Loans
during the related Prepayment Period;
(c) with
respect to any related Mortgage Loans which were the subject of a Final Recovery
Determination in the related Prepayment Period, the amount, if any, by which
the
net Liquidation Proceeds and Insurance Proceeds allocable to principal in
respect of such Mortgage Loans exceed the amount distributable to the Group
2
Senior Certificates; and
(d) in
the
case of any Distribution Date subsequent to the initial Distribution Date,
an
amount equal to the excess, if any, of the amounts calculated pursuant to
clauses (a), (b) and (c) above for the immediately preceding Distribution Date,
over the aggregate distributions of principal made in respect of the Group
2
Subordinate Certificates on such immediately preceding Distribution Date
pursuant to Section 4.01 to the extent that any such amounts are not
attributable to Realized Losses that were allocated to the Group 2 Subordinate
Certificates pursuant to Section 4.04.
“Sub-Servicer”:
Any Person (i) with which the Master Servicer has entered into a Sub-Servicing
Agreement and which meets the qualifications of a Sub-Servicer pursuant to
Section 3.02 or (ii) in the case of the Initial Sub-Servicing Agreement, the
related servicer thereunder.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the Master
Servicer.
“Sub-Servicing
Agreement”: Either (i) the written contract between the Master Servicer and a
Sub-Servicer relating to servicing and administration of certain Mortgage Loans
as provided in Section 3.02 or (ii) any Initial Sub Servicing
Agreement.
“Subsequent
Recoveries”: As of any Distribution Date, amounts received by the Trust
Fund
(net of any related expenses permitted to be reimbursed to the Sub-Servicer
or
the Master Servicer from such amounts under the Sub-Servicing Agreement or
hereunder) specifically related to a Mortgage Loan that was the subject of
a
liquidation or an REO Disposition prior to the related Prepayment Period that
resulted in a Realized Loss.
“Substitution
Shortfall Amount”: As defined in Section 2.03 hereof.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on
behalf of any Trust REMIC due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information reports or returns
that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
“Telerate
Page 3750”: The display designated as page “3750” on the Dow Xxxxx Telerate
Capital Markets Report (or such other page as may replace page 3750 on that
report for the purpose of displaying London interbank offered rates of major
banks).
“Termination
Price”: As defined in Section 9.01.
“Terminator”:
With respect to the termination of REMIC I-A the Seller (provided that the
Seller may at any time sell, assign or otherwise dispose of its right to be
Terminator of REMIC I-A). With respect to the termination of REMIC II-A, the
Seller (provided that the Seller may at any time sell, assign or otherwise
dispose of its right to be Terminator of REMIC II-A).
“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form
of
assignment of any Ownership Interest in a Certificate.
“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a
Certificate.
“Transferor”:
Any Person who is disposing by Transfer of any Ownership Interest in a
Certificate.
“Trigger
Amount”: The Trigger Amount for Collateral Pool 2 and for any Distribution Date
occurring after the first seven years from the Closing Date will be as follows:
for any Distribution Date on or after the seventh and prior to the eighth
anniversary of the first Distribution Date, 30% of the initial sum of the
Certificate Principal Balances of the related Subordinate Certificates; for
any
Distribution Date on or after the eighth and prior to the ninth anniversary
of
the first Distribution Date, 35% of the initial sum of the Certificate Principal
Balances of the related Subordinate Certificates; for any Distribution Date
on
or after the ninth and prior to the tenth anniversary of the first Distribution
Date, 40% of the initial sum of the Certificate Principal Balances of the
related Subordinate Certificates; for any Distribution Date on or after the
tenth and prior to the eleventh anniversary of the first Distribution Date,
45%
of the initial sum of the Certificate Principal Balances of the related
Subordinate Certificates; and for any Distribution Date on or after the eleventh
anniversary of the first Distribution Date, 50% of the initial sum of the
Certificate Principal Balances of the related Subordinate
Certificates.
“Trust
Administrator”: CitiMortgage, Inc., or its successor in interest, or any
successor trust administrator appointed as herein provided.
“Trust
Fund”: Collectively, all of the assets of REMIC I-A, REMIC I-B, REMIC II-A,
REMIC II-B, the Net WAC Rate Carryover Reserve Account, distributions made
to
the Paying Agent by the Cap Administrator under the Cap Administration Agreement
and the Cap Account.
“Trustee”:
U.S. Bank National Association, or its successor in interest, or any successor
trustee appointed as herein provided.
“Trust
REMIC”: Each of REMIC I-A, REMIC I-B, REMIC II-A and REMIC II-B.
“Uncertificated
Balance”: The amount of any REMIC Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Balance of each such
REMIC Regular Interest shall equal the amount set forth in the Preliminary
Statement hereto as its initial Uncertificated Balance. On each Distribution
Date, the Uncertificated Balance of each such REMIC Regular Interest shall
be
reduced by all distributions of principal made on such REMIC Regular Interest
on
such Distribution Date pursuant to Section 4.08 and, if and to the extent
necessary and appropriate, shall be further reduced on such Distribution Date
by
Realized Losses as provided in Section 4.04.
“Uncertificated
Interest”: With respect to Collateral Pool 1 and any related REMIC Regular
Interest for any Distribution Date, one month’s interest at the REMIC I-A
Remittance Rate applicable to such REMIC Regular Interest for such Distribution
Date, accrued on the Uncertificated Balance thereof immediately prior to such
Distribution Date. Uncertificated Interest in respect of any such REMIC Regular
Interest shall accrue on the basis of a 360-day year consisting of twelve 30-day
months. Uncertificated Interest with respect to each Distribution Date, as
to
any such REMIC Regular Interest, shall be reduced by an amount equal to the
sum
of (a) the aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date to the extent not covered by payments pursuant to Section
3.24
and (b) the aggregate amount of any Relief Act Interest Shortfall, if any
allocated, in each case, to such REMIC Regular Interest pursuant to Section
1.02. In addition, Uncertificated Interest with respect to each Distribution
Date, as to any such REMIC Regular Interest shall be reduced by Realized Losses,
if any, allocated to such REMIC Regular Interest pursuant to Section 1.02 and
Section 4.04(II)(c).
“Uninsured
Cause”: Any cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the hazard insurance
policies required to be maintained pursuant to Section 3.14.
“United
States Person”: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of,
the
United States, any State thereof or the District of Columbia (except, in the
case of a partnership, to the extent provided in regulations); provided that,
for purposes solely of the restrictions on the transfer of the Class R
Certificates, no partnership or other entity treated as a partnership for United
States federal income tax purposes shall be treated as a United States Person
unless all persons that own an interest in such partnership either directly
or
through any entity that is not a corporation for United States federal income
tax purposes are required by the applicable operative agreement to be United
States Persons, or an estate whose income is subject to United States federal
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States Persons have the authority to control all
substantial decisions of the trust. To the extent prescribed in regulations
by
the Secretary of the Treasury, a trust which was in existence on August 20,
1996
(other than a trust treated as owned by the grantor under subpart E of part
I of
subchapter J of chapter 1 of the Code), and which was treated as a United States
person on August 20, 1996 may elect to continue to be treated as a United States
person notwithstanding the previous sentence. The term “United States” shall
have the meaning set forth in Section 7701 of the Code.
“Value”:
With respect to any Mortgaged Property, the value thereof as determined by
an
appraisal made for the originator of the Mortgage Loan at the time of
origination of the Mortgage Loan or such other value assigned to such Mortgaged
Property by the originator at the time of origination of the Mortgage
Loan.
“Voting
Rights”: The
portion of the voting rights of all of the Certificates which is allocated
to
any Certificate.
At all
times during the term of this Agreement, (i) 99% of all of the Voting Rights
relating to Collateral Pool 1 shall be allocated to the Holders of the related
Classes of Regular Certificates in proportion to their then outstanding
Certificate Principal Balances and (ii) 1% of all Voting Rights relating to
such
Collateral Pool will be allocated among the Holders of the related Residual
Certificates. All Voting Rights allocated to any Holders of any Class of Group
1
Certificates shall be allocated among the Holders of the Certificates of such
Class pro
rata
in
accordance with the respective Percentage Interests evidenced thereby.
The
portion of the voting rights of all of the Certificates which is allocated
to
any Certificate. At all times during the term of this Agreement, (i) 98% of
all
of the Voting Rights relating to Collateral Pool 2 shall be allocated to the
Holders of the related Classes of Regular Certificates (other than the Interest
Only Certificates) in proportion to their then outstanding Certificate Principal
Balances, (ii) 1% of all Voting Rights relating to such Collateral Pool will
be
allocated among the Holders of the Interest Only Certificates and (ii) 1% of
all
Voting Rights relating to such Collateral Pool will be allocated among the
Holders of the related Residual Certificates. All Voting Rights allocated to
any
Holders of any Class of Group 2 Certificates shall be allocated among the
Holders of the Certificates of such Class pro
rata
in
accordance with the respective Percentage Interests evidenced thereby.
“Xxxxx
Fargo”: Xxxxx Fargo Bank, N.A., as successor in interest to Xxxxx Fargo Home
Mortgage, Inc., or
its
successor in interest.
| SECTION 1.02 |
Allocation
of Certain Interest Shortfalls.
|
The
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 3.24) and any
Relief Act Interest Shortfalls incurred in respect of the Group 1 Mortgage
Loans
for any Distribution Date shall be allocated first, to the Class 1-CE
Certificates based on, and to the extent of, one month’s interest at the then
applicable Pass Through Rate on the Notional Amount of the Class 1-CE
Certificates and, thereafter, among the Group 1 Offered Certificates on a
pro
rata
basis
based on, and to the extent of one month’s interest at the then applicable
respective Pass Through Rate on the respective Certificate Principal Balances
of
such Certificates immediately prior to such Distribution Date.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
I-A
Regular Interests for any Distribution Date:
The
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 3.24) and any
Relief Act Interest Shortfalls incurred in respect of Collateral Pool 1 for
any
Distribution Date shall be allocated among REMIC I-A Regular Interest LT-AA,
REMIC I-A Regular Interest LT-1A1, REMIC I Regular Interest LT-1A2, REMIC I-A
Regular Interest LT-1A3, REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular
Interest LT-1M1, REMIC I-A Regular Interest LT-1M2, REMIC I-A Regular Interest
LT-1M3, REMIC I-A Regular Interest LT-1M4 and REMIC I-A Regular Interest LTZZ
pro rata based on, and to the extent of, one month’s interest at the then
applicable respective REMIC I-A Remittance Rate on the respective Uncertificated
Balance of each such REMIC I-A Regular Interest.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
II-A
Regular Interests for any Distribution Date:
The
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 3.24) and any
Relief Act Interest Shortfalls incurred in respect of Collateral Pool 2 for
any
Distribution Date shall be allocated among the REMIC II-A Regular Interests
in
the same manner and priority that such amounts are allocated to the
Corresponding Certificates.
The
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 3.24) and any
Relief Act Interest Shortfalls incurred in respect of the Group 2 Mortgage
Loans
for any Distribution Date shall be allocated among the related Certificates
pro
rata
in
accordance with, and to the extent of one month’s interest at the Pass Through
Rate on the respective Certificate Principal Balances or Notional Amounts of
such Certificates immediately prior to such Distribution Date.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
| SECTION 2.01 |
Conveyance
of Mortgage Loans.
|
The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee without recourse
for the benefit of the Certificateholders all the right, title and interest
of
the Depositor, including any security interest therein for the benefit of the
Depositor, in and to the Mortgage Loans identified on the Mortgage Loan
Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement
(except Section 18 thereof), and all other assets included or to be included
in
REMIC I-A and REMIC II-A. Such assignment includes all interest and principal
received by the Depositor or the Master Servicer on or with respect to the
Mortgage Loans (other than payments of principal and interest due on such
Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers
to the Trustee an executed copy of the Mortgage Loan Purchase Agreement, and
the
Trustee, on behalf of the Certificateholders, acknowledges receipt of the same.
In
connection with such transfer and assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee or a Custodian on its behalf, the following
documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan
so transferred and assigned:
(i) The
Mortgage Note, endorsed by manual or facsimile signature without recourse by
the
Originator or an Affiliate of the Originator in blank or to the Trustee showing
a complete chain of endorsements from the named payee to the Trustee or from
the
named payee to the Affiliate of the Originator and from such Affiliate to the
Trustee;
(ii) The
original recorded Mortgage, noting the presence of the MIN of the Mortgage
Loan
and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage
Loan is a MOM Loan, with evidence of recording thereon or a copy of the Mortgage
certified by the public recording office in those jurisdictions where the public
recording office retains the original;
(iii) Unless
the Mortgage Loan is registered on the MERS® System, an assignment to the
Trustee in recordable form of the Mortgage which may be included, where
permitted by local law, in a blanket assignment or assignments of the Mortgage
to the Trustee, including any intervening assignments and showing a complete
chain of title from the original mortgagee named under the Mortgage to the
Person assigning the Mortgage Loan to the Trustee (or to MERS, noting the
presence of the MIN, if the Mortgage Loan is registered on the MERS®
System);
(iv) Any
original assumption, modification, buydown or conversion-to- fixed-interest-rate
agreement applicable to the Mortgage Loan;
(v) With
respect to any Mortgage Loan listed on the Mortgage Loan Schedule as subject
to
a Primary Mortgage Insurance Policy, the original Primary Mortgage Insurance
Policy or certificate or a copy thereof; and
(vi) The
original or a copy of the title insurance policy (which may be a certificate
or
a short form policy relating to a master policy of title insurance) pertaining
to the Mortgaged Property, or in the event such original title policy is
unavailable, a copy of the preliminary title report and the lender’s recording
instructions, with the original to be delivered within 180 days of the Closing
Date or an attorney’s opinion of title in jurisdictions where such is the
customary evidence of title.
In
instances where an original recorded Mortgage cannot be delivered by the
Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to
or
concurrently with the execution and delivery of this Agreement, due to a delay
in connection with the recording of such Mortgage, the Depositor may, (a) in
lieu of delivering such original recorded Mortgage referred to in clause (ii)
above, deliver to the Trustee (or a Custodian on behalf of the Trustee) a copy
thereof, provided that the Depositor certifies that the original Mortgage has
been delivered to a title insurance company for recordation after receipt of
its
policy of title insurance or binder therefor (which may be a certificate
relating to a master policy of title insurance), and (b) in lieu of delivering
the completed assignment in recordable form referred to in clause (iii) above
to
the Trustee (or a Custodian on behalf of the Trustee), deliver such assignment
to the Trustee (or a Custodian on behalf of the Trustee) completed except for
recording information. In all such instances, the Depositor will deliver the
original recorded Mortgage and completed assignment (if applicable) to the
Trustee (or a Custodian on behalf of the Trustee) promptly upon receipt of
such
Mortgage. In instances where an original recorded Mortgage has been lost or
misplaced, the Depositor or the related title insurance company may deliver,
in
lieu of such Mortgage, a copy of such Mortgage bearing recordation information
and certified as true and correct by the office in which recordation thereof
was
made. In instances where the original or a copy of the title insurance policy
referred to in clause (vi) above (which may be a certificate relating to a
master policy of title insurance) pertaining to the Mortgaged Property relating
to a Mortgage Loan cannot be delivered by the Depositor to the Trustee (or
a
Custodian on behalf of the Trustee) prior to or concurrently with the execution
and delivery of this Agreement because such policy is not yet available, the
Depositor may, in lieu of delivering the original or a copy of such title
insurance referred to in clause (vi) above, deliver to the Trustee (or a
Custodian on behalf of the Trustee) a binder with respect to such policy (which
may be a certificate relating to a master policy of title insurance) and deliver
the original or a copy of such policy (which may be a certificate relating
to a
master policy of title insurance) to the Trustee (or a Custodian on behalf
of
the Trustee) within 180 days of the Closing Date, in instances where an original
assumption, modification, buydown or conversion-to-fixed-interest-rate agreement
cannot be delivered by the Depositor to the Trustee (or a Custodian on behalf
of
the Trustee) prior to or concurrently with the execution and delivery of this
Agreement, the Depositor may, in lieu of delivering the original of such
agreement referred to in clause (iv) above, deliver a certified copy
thereof.
To
the
extent not already recorded, except with respect to any Mortgage Loan for which
MERS is identified on the Mortgage or on a properly recorded assignment of
the
Mortgage as the mortgagee of record, the Master Servicer, at the expense of
the
Seller shall promptly (and in no event later than five Business Days following
the later of the Closing Date and the date of receipt by the Master Servicer
of
the recording information for a Mortgage) submit or cause to be submitted for
recording, at no expense to any Trust REMIC, in the appropriate public office
for real property records, each Assignment delivered to it pursuant to (iii)
above. In the event that any such Assignment is lost or returned unrecorded
because of a defect therein, the Master Servicer, at the expense of the Seller,
shall promptly prepare or cause to be prepared a substitute Assignment or cure
or cause to be cured such defect, as the case may be, and thereafter cause
each
such Assignment to be duly recorded. Notwithstanding the foregoing, but without
limiting the requirement that such Assignments be in recordable form, neither
the Master Servicer nor the Trustee shall be required to submit or cause to
be
submitted for recording any Assignment delivered to it or a Custodian pursuant
to (iii) above if such recordation shall not, as of the Closing Date, be
required by the Rating Agencies, as a condition to their assignment on the
Closing Date of their initial ratings to the Certificates, as evidenced by
the
delivery by the Rating Agencies of their ratings letters on the Closing Date;
provided, however, notwithstanding the foregoing, the Master Servicer shall
submit each Assignment for recording, at no expense to the Trust Fund or the
Master Servicer, upon the earliest to occur of: (A) reasonable direction by
Holders of Certificates entitled to at least 25% of the Voting Rights, (B)
the
occurrence of a Master Servicer Event of Termination, (C) the occurrence of
a
bankruptcy, insolvency or foreclosure relating to the Seller, (D) the occurrence
of a servicing transfer as described in Section 7.02 of this Agreement and
(E)
with respect to any one Assignment the occurrence of a foreclosure relating
to
the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if
the
Seller fails to pay the cost of recording the Assignments, such expense will
be
paid by the Master Servicer and the Master Servicer shall be reimbursed for
such
expenses by the Trust as set forth herein.
In
connection with the assignment of any Mortgage Loan registered on the MERS
System, the Depositor further agrees that it will cause, within 30 Business
Days
after the Closing Date, the MERS System to indicate that such Mortgage Loans
have been assigned by the Depositor to the Trustee in accordance with this
Agreement for the benefit of the Certificateholders by including in such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field “Pool Field” which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The Depositor
further agrees that it will not, and will not permit the Master Servicer to,
and
the Master Servicer agrees that it will not and will not permit a Sub-Servicer
to, alter the codes referenced in this paragraph with respect to any Mortgage
Loan during the term of this Agreement unless and until such Mortgage Loan
is
repurchased in accordance with the terms of this Agreement.
With
respect to a maximum of approximately 5.00% of the Original Mortgage Loans,
by
outstanding principal balance of the Original Mortgage Loans as of the Cut-off
Date, if any original Mortgage Note referred to in (i) above cannot be located,
the obligations of the Depositor to deliver such documents shall be deemed
to be
satisfied upon delivery to the Trustee (or a Custodian on behalf of the Trustee)
of a photocopy of such Mortgage Note, if available, with a lost note affidavit.
If any of the original Mortgage Notes for which a lost note affidavit was
delivered to the Trustee (or a Custodian on behalf of the Trustee) is
subsequently located, such original Mortgage Note shall be delivered to the
Trustee (or a Custodian on behalf of the Trustee) within three Business
Days.
The
Depositor shall deliver or cause to be delivered to the Trustee (or a Custodian
on behalf of the Trustee) promptly upon receipt thereof any other original
documents constituting a part of a Mortgage File received with respect to any
Mortgage Loan, including, but not limited to, any original documents evidencing
an assumption, modification, consolidation or extension of any Mortgage
Loan.
All
original documents relating to the Mortgage Loans that are not delivered to
the
Trustee (or a Custodian on behalf of the Trustee) are and shall be held by
or on
behalf of the Seller, the Depositor or the Master Servicer, as the case may
be,
in trust for the benefit of the Trustee on behalf of the Certificateholders.
In
the event that any such original document is required pursuant to the terms
of
this Section to be a part of a Mortgage File, such document shall be delivered
promptly to the Trustee (or a Custodian on behalf of the Trustee). Any such
original document delivered to or held by the Depositor that is not required
pursuant to the terms of this Section to be a part of a Mortgage File, shall
be
delivered promptly to the Master Servicer.
Wherever
it is provided in this Section 2.01 that any document, evidence or information
relating to a Mortgage Loan be delivered or supplied to the Trustee, the
Depositor shall do so by delivery thereof to the Trustee or Custodian on behalf
of the Trustee.
It
is
agreed and understood by the parties hereto that it is not intended that any
Mortgage Loan to be included in the Trust Fund be (i) a “High-Cost Home Loan” as
defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii)
a
“High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act
effective January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in
the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004
or (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices
Act effective January 1, 2005. It is agreed and understood by the parties hereto
that it is not intended that any Mortgage Loan to be included in the Trust
Fund
not comply in all material respects with applicable local, state and federal
laws, including, but not limited to, all applicable predatory and abusive
lending laws.
| SECTION 2.02 |
Acceptance
of the Trust Fund by the Trustee.
|
Subject
to the provisions of Section 2.01 and subject to any exceptions noted on an
exception report delivered by or on behalf of the Trustee, the Trustee
acknowledges receipt of the documents referred to in Section 2.01 (other than
such documents described in Section 2.01(iv)) and all other assets included
in
the definition of “Trust Fund” and declares that it holds and will hold such
documents and the other documents delivered to it constituting the Mortgage
File, and that it holds or will hold all such assets and such other assets
included in the definition of “Trust Fund” in trust for the exclusive use and
benefit of all present and future Certificateholders.
The
Trustee, by execution and delivery hereof, acknowledges receipt, subject to
the
review described in the succeeding sentence, of the documents and other property
referred to in Section 2.01 and declares that the Trustee (or a Custodian on
behalf of the Trustee) holds and will hold such documents and other property,
including property yet to be received in the Trust Fund, in trust, upon the
trusts herein set forth, for the benefit of all present and future
Certificateholders. The Trustee or a Custodian on its behalf shall, for the
benefit of the Trustee and the Certificateholders, review each Mortgage File
within 90 days after execution and delivery of this Agreement, to ascertain
that
all required documents have been executed, received and recorded, if applicable,
and that such documents relate to the Mortgage Loans. If in the course of such
review the Trustee or a Custodian on its behalf finds a document or documents
constituting a part of a Mortgage File to be defective in any material respect,
the Trustee or a Custodian on its behalf shall promptly so notify the Depositor,
the Trust Administrator, the Paying Agent, the Seller, the Master Servicer
and,
if such notice is from a Custodian on the Trustee’s behalf, the Trustee. In
addition, upon the discovery by the Depositor, the Master Servicer, the Trust
Administrator, the Paying Agent or the Trustee of a breach of any of the
representations and warranties made by the Seller in the Mortgage Loan Purchase
Agreement in respect of any Mortgage Loan which materially adversely affects
such Mortgage Loan or the interests of the related Certificateholders in such
Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties.
The
Depositor and the Trustee intend that the assignment and transfer herein
contemplated constitute a sale of the Mortgage Loans, the related Mortgage
Notes
and the related documents, conveying good title thereto free and clear of any
liens and encumbrances, from the Depositor to the Trustee in trust for the
benefit of the Certificateholders and that such property not be part of the
Depositor’s estate or property of the Depositor in the event of any insolvency
by the Depositor. In the event that such conveyance is deemed to be, or to
be
made as security for, a loan, the parties intend that the Depositor shall be
deemed to have granted and does hereby grant to the Trustee a first priority
perfected security interest in all of the Depositor’s right, title and interest
in and to the Mortgage Loans, the related Mortgage Notes and the related
documents, and that this Agreement shall constitute a security agreement under
applicable law.
The
Trustee may, concurrently with the execution and delivery hereof or at any
time
thereafter, enter into a custodial agreement with a Custodian pursuant to which
the Trustee appoints a Custodian to hold the Mortgage Files on behalf of the
Trustee for the benefit of the Trustee and all present and future
Certificateholders, which may provide that the Custodian shall, on behalf of
the
Trustee, conduct the review of each Mortgage File required under the first
paragraph of this Section 2.02. Initially, Citibank, N.A., is appointed as
Custodian with respect to the Mortgage Files of all the Mortgage Loans and,
notwithstanding anything to the contrary herein, it is understood that such
initial Custodian shall be responsible for the review contemplated in the second
paragraph of this Section 2.02 and for all other functions relating to the
receipt, review, reporting and certification provided for herein with respect
to
the Mortgage Files (other than ownership thereof for the benefit of the
Certificateholders and related duties and obligations set forth herein).
| SECTION 2.03 |
Repurchase
or Substitution of Mortgage Loans by the Seller or the
Depositor.
|
(a) Upon
discovery or receipt of notice by the Depositor, the Master Servicer, the Trust
Administrator or the Trustee of any materially defective document in, or that
a
document is missing from, a Mortgage File or of the breach by the Seller of
any
representation, warranty or covenant under the Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan which materially adversely affects the value
of
such Mortgage Loan or the interest therein of the Certificateholders, the party
so discovering or receiving notice shall promptly notify the other parties
to
this Agreement, and the Trustee thereupon shall promptly notify the Seller
of
such defect, missing document or breach and request that the Seller deliver
such
missing document or cure such defect or breach within 90 days from the date
the
Seller was notified of such missing document, defect or breach, and if the
Seller does not deliver such missing document or cure such defect or breach
in
all material respects during such period, the Trustee shall enforce the
obligations of the Seller under the Mortgage Loan Purchase Agreement (i) to
repurchase such Mortgage Loan from REMIC I-A or REMIC II-A at the Purchase
Price
within 90 days after the date on which the Seller was notified (subject to
Section 2.03(e)) of such missing document, defect or breach, and (ii) to
indemnify the Trust Fund in respect of such missing document, defect or breach,
in the case of each of (i) and (ii), if and to the extent that the Seller is
obligated to do so under the Mortgage Loan Purchase Agreement. The Purchase
Price for the repurchased Mortgage Loan and any indemnification shall be
remitted by the Seller to the Master Servicer for deposit into the Collection
Account, and the Trust Administrator, upon receipt of written notice from the
Master Servicer of such deposit, shall give written notice to the Trustee that
such deposit has taken place and the Trustee shall release (or cause a Custodian
to release on its behalf) to the Seller the related Mortgage File, and
the
Trustee and the Trust Administrator shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, as the Seller shall
furnish to it and as shall be necessary to vest in the Seller any Mortgage
Loan
released pursuant hereto, and the Trustee and the Trust Administrator shall
have
no further responsibility with regard to such Mortgage File. In
furtherance of the foregoing, if the Seller is not a member of MERS and
repurchases a Mortgage Loan which is registered on the MERS System, the Seller
pursuant to the Mortgage Loan Purchase Agreement at its own expense and without
any right of reimbursement, shall cause MERS to execute and deliver an
assignment of the Mortgage in recordable form to transfer the Mortgage from
MERS
to the Seller and shall cause such Mortgage to be removed from registration
on
the MERS System in accordance with MERS rules and regulations. In lieu of
repurchasing any such Mortgage Loan as provided above, if so provided in the
Mortgage Loan Purchase Agreement the Seller may cause such Mortgage Loan to
be
removed from REMIC I-A or REMIC II-A (in which case it shall become a Deleted
Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans
in
the manner and subject to the limitations set forth in Section 2.03(d). It
is
understood and agreed that the obligation of the Seller to cure or to repurchase
(or to substitute for) any Mortgage Loan as to which a document is missing,
a
material defect in a constituent document exists or as to which such a breach
has occurred and is continuing, and if and to the extent provided in the
Mortgage Loan Purchase Agreement to perform any applicable indemnification
obligations with respect to any such omission, defect or breach, as provided
in
the Mortgage Loan Purchase Agreement, shall constitute the only remedies
respecting such omission, defect or breach available to the Trustee or the
Trust
Administrator on behalf of the Certificateholders.
(b) Reserved.
(c) Within
90
days of the earlier of discovery by the Master Servicer or receipt of notice
by
the Master Servicer of the breach of any representation, warranty or covenant
of
the Master Servicer set forth in Section 2.05 which materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the Master
Servicer shall cure such breach in all material respects.
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
made pursuant to Section 2.03(a) must be effected prior to the date which is
two
years after the Startup Day for REMIC I-A or REMIC II-A.
As
to any
Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
Mortgage Loan or Loans, such substitution shall be effected by the Seller
delivering to the Trustee (or to a Custodian on behalf of the Trustee, as
applicable), for such Qualified Substitute Mortgage Loan or Loans, the Mortgage
Note, the Mortgage, the Assignment in blank or to the Trustee, and such other
documents and agreements, with all necessary endorsements thereon, as are
required by Section 2.01, together with an Officers’ Certificate providing that
each such Qualified Substitute Mortgage Loan satisfies the definition thereof
and specifying the Substitution Shortfall Amount (as described below), if any,
in connection with such substitution. A Custodian on its behalf and on behalf
of
the Trustee shall, for the benefit of the Certificateholders, review each
Mortgage File within 90 days after execution and delivery of this Agreement,
to
ascertain that all required documents have been executed, received and recorded,
if applicable, and that such documents relate to the Mortgage Loans. If in
the
course of such review the Trustee or a Custodian on its behalf finds a document
or documents constituting a part of a Mortgage File to be defective in any
material respect, the Trustee or a Custodian on its behalf shall promptly so
notify the Depositor, the Trust Administrator, the Seller and the Master
Servicer. Monthly Payments due with respect to Qualified Substitute Mortgage
Loans in the month of substitution are not part of the Trust Fund and will
be
retained by the Seller. For the month of substitution, distributions to
Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage
Loan on or before the Due Date in the month of substitution, and the Seller
shall thereafter be entitled to retain all amounts subsequently received in
respect of such Deleted Mortgage Loan. The Trust Administrator shall give or
cause to be given written notice to the Trustee and the Certificateholders
that
such substitution has taken place, and the Trust Administrator shall amend
or
cause the Custodian to amend the Mortgage Loan Schedule to reflect the removal
of such Deleted Mortgage Loan from the terms of this Agreement and the
substitution of the Qualified Substitute Mortgage Loan or Loans and, upon
receipt thereof, shall deliver a copy of such amended Mortgage Loan Schedule
to
the Master Servicer. Upon such substitution, such Qualified Substitute Mortgage
Loan or Loans shall constitute part of the Mortgage Pool and shall be subject
in
all respects to the terms of this Agreement and the Mortgage Loan Purchase
Agreement (including all applicable representations and warranties thereof
included in the Mortgage Loan Purchase Agreement), in each case as of the date
of substitution.
For
any
month in which the Seller substitutes one or more Qualified Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine
the amount (the “Substitution Shortfall Amount”), if any, by which the aggregate
Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of,
as
to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance
thereof as of the date of substitution, together with one month’s interest on
such Scheduled Principal Balance at the applicable Mortgage Loan Remittance
Rate. On the date of such substitution, the Trustee will monitor the obligation
of the Seller to deliver or cause to be delivered, and shall request that such
delivery be to the Master Servicer for deposit in the Collection Account, an
amount equal to the Substitution Shortfall Amount, if any, and the Trustee
(or a
Custodian on behalf of the Trustee, as applicable), upon receipt of the related
Qualified Substitute Mortgage Loan or Loans and written notice given by the
Master Servicer of such deposit, shall release to the Seller the related
Mortgage File or Files and the Trustee and the Trust Administrator shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as the Seller shall deliver to it and as shall be necessary to vest
therein any Deleted Mortgage Loan released pursuant hereto.
In
addition, the Seller shall obtain at its own expense and deliver to the Trustee
and the Trust Administrator an Opinion of Counsel to the effect that such
substitution will not cause (a) any federal tax to be imposed on any Trust
REMIC, including without limitation, any federal tax imposed on “prohibited
transactions” under Section 860F(a)(1) of the Code or on “contributions after
the startup date” under Section 860G(d)(1) of the Code, or (b) any Trust REMIC
to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
(e) Upon
discovery by the Depositor, the Master Servicer, the Trust Administrator or
the
Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, the party discovering such fact
shall within two Business Days give written notice thereof to the other parties
to this Agreement, and the Trustee shall give written notice thereof to the
Seller. In connection therewith, the Seller pursuant to the Mortgage Loan
Purchase Agreement or the Depositor pursuant to this Agreement shall repurchase
or, subject to the limitations set forth in Section 2.03(d), substitute one
or
more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within
90 days of the earlier of discovery or receipt of such notice with respect
to
such affected Mortgage Loan. Such repurchase or substitution shall be made
by
(i) the Seller if the affected Mortgage Loan’s status as a non-qualified
mortgage is or results from a breach of any representation, warranty or covenant
made by the Seller under the Mortgage Loan Purchase Agreement or (ii) the
Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage is
a breach of no representation or warranty. Any such repurchase or substitution
shall be made in the same manner as set forth in Sections 2.03(a) and 2.03(d).
The Trustee shall reconvey to the Depositor or the Seller, as the case may
be,
the Mortgage Loan to be released pursuant hereto in the same manner, and on
the
same terms and conditions, as it would a Mortgage Loan repurchased by the Seller
for breach of a representation or warranty.
| SECTION 2.04 |
Reserved.
|
| SECTION 2.05 |
Representations,
Warranties and Covenants of the Master
Servicer.
|
The
Master Servicer hereby represents, warrants and covenants to the Trust
Administrator and the Trustee, for the benefit of each of the Trustee, the
Trust
Administrator, the Certificateholders and to the Depositor that as of the
Closing Date or as of such date specifically provided herein:
(i) The
Master Servicer is a corporation duly organized, validly existing and in good
standing under the laws of the State of New York and is duly authorized and
qualified to transact any and all business contemplated by this Agreement to
be
conducted by the Master Servicer in any state in which a Mortgaged Property
is
located or is otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing business laws
of any such State, to the extent necessary to ensure its ability to enforce
each
Mortgage Loan and to service the Mortgage Loans in accordance with the terms
of
this Agreement;
(ii) The
Master Servicer has the full corporate power and authority to service each
Mortgage Loan, and to execute, deliver and perform, and to enter into and
consummate the transactions contemplated by this Agreement and has duly
authorized by all necessary corporate action on the part of the Master Servicer
the execution, delivery and performance of this Agreement; and this Agreement,
assuming the due authorization, execution and delivery thereof by the other
parties hereto, constitutes a legal, valid and binding obligation of the Master
Servicer, enforceable against the Master Servicer in accordance with its terms,
except to the extent that (a) the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors’ rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought;
(iii) The
execution and delivery of this Agreement by the Master Servicer, the servicing
of the Mortgage Loans by the Master Servicer hereunder, the consummation of
any
other of the transactions herein contemplated, and the fulfillment of or
compliance with the terms hereof are in the ordinary course of business of
the
Master Servicer and will not (A) result in a breach of any term or provision
of
the charter or by-laws of the Master Servicer or (B) conflict with, result
in a
breach, violation or acceleration of, or result in a default under, the terms
of
any other material agreement or instrument to which the Master Servicer is
a
party or by which it may be bound, or any statute, order or regulation
applicable to the Master Servicer of any court, regulatory body, administrative
agency or governmental body having jurisdiction over the Master Servicer; and
the Master Servicer is not a party to, bound by, or in breach or violation
of
any indenture or other agreement or instrument, or subject to or in violation
of
any statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it, which materially and
adversely affects or, to the Master Servicer’s knowledge, would in the future
materially and adversely affect, (x) the ability of the Master Servicer to
perform its obligations under this Agreement or (y) the business, operations,
financial condition, properties or assets of the Master Servicer taken as a
whole;
(iv) The
Master Servicer is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac
in
good standing and is a HUD approved mortgagee pursuant to Section 203 of the
National Housing Act;
(v) No
litigation is pending against the Master Servicer that would materially and
adversely affect the execution, delivery or enforceability of this Agreement
or
the ability of the Master Servicer to service the Mortgage Loans or to perform
any of its other obligations hereunder in accordance with the terms
hereof;
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Master
Servicer of, or compliance by the Master Servicer with, this Agreement or the
consummation of the transactions contemplated by this Agreement, except for
such
consents, approvals, authorizations or orders, if any, that have been obtained
prior to the Closing Date;
(vii) The
Master Servicer covenants that its computer and other systems used in servicing
the Mortgage Loans operate in a manner such that the Master Servicer can service
the Mortgage Loans in accordance with the terms of this Agreement;
and
(viii) The
Master Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf)
is a member of MERS in good standing, and will comply in all material respects
with the rules and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS.
It
is
understood and agreed that the representations, warranties and covenants set
forth in this Section 2.05 shall survive delivery of the Mortgage Files to
the
Trustee or to a Custodian on its behalf and shall inure to the benefit of the
Trustee, the Trust Administrator, the Depositor and the Certificateholders.
Upon
discovery by any of the Depositor, the Master Servicer, the Trust Administrator
or the Trustee of a breach of any of the foregoing representations, warranties
and covenants which materially and adversely affects the value of any Mortgage
Loan or the interests therein of the Certificateholders, the party discovering
such breach shall give prompt written notice (but in no event later than two
Business Days following such discovery) to the Trustee. Subject to Section
7.01,
the obligation of the Master Servicer set forth in Section 2.03(c) to cure
breaches shall constitute the sole remedies against the Master Servicer
available to the Certificateholders, the Depositor, the Trust Administrator
or
the Trustee on behalf of the Certificateholders respecting a breach of the
representations, warranties and covenants contained in this Section
2.05.
| SECTION 2.06 |
Issuance
of the Certificates.
|
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it or to a Custodian on its behalf, of the Mortgage Files, subject to the
provisions of Section 2.01 and Section 2.02, together with the assignment to
it
of all other assets included in REMIC I-A and REMIC II-A delivered on the date
hereof, receipt of which is hereby acknowledged. Concurrently with such
assignment and delivery of such assets delivered on the date hereof and in
exchange therefor, the Paying Agent, pursuant to the written request of the
Depositor executed by an officer of the Depositor, has executed, and the
Authenticating Agent has authenticated and delivered, to or upon the order
of
the Depositor, the Certificates in authorized denominations. The interests
evidenced by the Certificates constitute the entire beneficial ownership
interest in REMIC I-B and REMIC II-B.
| SECTION 2.07 |
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs by
the
Trustee.
|
The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee, without recourse
all the right, title and interest of the Depositor in and to the REMIC I-A
Regular Interests for the benefit of the Class 1-R Certificateholders (as holder
of the Class R-1A Residual Interest) and REMIC I-B (as holder of the REMIC
I-A
Regular Interests). The Trustee acknowledges receipt of the REMIC I-A Regular
Interests and declares that it holds and will hold the same in trust for the
exclusive use and benefit of all present and future Class 1-R Certificateholders
(as holder of the Class R-IB Residual Interest) and REMIC I-B (as holder of
the
REMIC I-A Regular Interests). The rights of the Class 1-R Certificateholders
(as
holder of the Class R-IB Residual Interest and of REMIC I-B (as holder of the
REMIC I-A Regular Interests) to receive distributions from the proceeds of
REMIC
I-A and all ownership interests evidenced or constituted by the Class 1-R
Certificates, the Group 1 Offered Certificates and the Class 1-CE Certificate
evidencing interests in REMIC I-B, shall be as set forth in this
Agreement.
The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee, without recourse
all the right, title and interest of the Depositor in and to the REMIC II-A
Regular Interests for the benefit of the Class 2-R Certificateholders (as holder
of the Class R-IIA Residual Interest) and REMIC II-B (as holder of the REMIC
II-A Regular Interests). The Trustee acknowledges receipt of the REMIC II-A
Regular Interests and declares that it holds and will hold the same in trust
for
the exclusive use and benefit of all present and future Class 2-R
Certificateholders (as holder of the Class R-IIB Residual Interest) and REMIC
II-B (as holder of the REMIC II-A Regular Interests). The rights of the Class
2-R Certificateholders (as holder of the Class R-IIB Interest) and of REMIC
II-B
(as holder of the REMIC II-A Regular Interests) to receive distributions from
the proceeds of REMIC II-A and all ownership interests evidenced or constituted
by the Class 2-R Certificates, the Group 2 Class A Certificates and the Group
2
Subordinated Certificates, shall be as set forth in this Agreement.
| SECTION 2.08 |
Authorization
to Enter into the Interest Rate Cap Agreement
|
Citibank,
N.A. is hereby directed to execute and deliver the Interest Rate Cap Agreement
as Cap Trustee on behalf of Party B (as defined therein) and to exercise the
rights, perform the obligations, and make the representations of Party B
thereunder, solely in its capacity as Cap Trustee on behalf of Party B (as
defined therein) and not in its individual capacity. The Master Servicer, the
Depositor and the Certificateholders (by acceptance of their Certificates)
acknowledge and agree that (i) the Cap Trustee shall execute and deliver the
Interest Rate Cap Agreement on behalf of Party B (as defined therein) and (ii)
the Cap Trustee shall exercise the rights, perform the obligations, and make
the
representations of Party B thereunder, solely in its capacity as Cap Trustee
on
behalf of Party B (as defined therein) and not in its individual capacity.
Every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Cap Trustee shall apply to the Cap Trustee’s
execution of the Interest Rate Cap Agreement, and the performance of its duties
and satisfaction of its obligations thereunder.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
| SECTION 3.01 |
Master
Servicer to Act as Master Servicer.
|
The
Master Servicer shall service and administer the Mortgage Loans on behalf of
the
Trustee and in the best interests of and for the benefit of the
Certificateholders (as determined by the Master Servicer in its reasonable
judgment) in accordance with the terms of this Agreement and the respective
Mortgage Loans and, to the extent consistent with such terms, in the same manner
in which it services and administers similar mortgage loans for its own
portfolio, giving due consideration to customary and usual standards of practice
of prudent mortgage lenders and loan servicers administering similar mortgage
loans but without regard to:
(i) any
relationship that the Master Servicer, any Sub-Servicer or any Affiliate of
the
Master Servicer or any Sub-Servicer may have with the related
Mortgagor;
(ii) the
ownership of any Certificate by the Master Servicer or any Affiliate of the
Master Servicer;
(iii) the
Master Servicer’s obligation to make P&I Advances or Servicing Advances;
or
(iv) the
Master Servicer’s or any Sub-Servicer’s right to receive compensation for its
services hereunder or with respect to any particular transaction.
To
the
extent consistent with the foregoing, the Master Servicer shall also seek to
maximize the timely and complete recovery of principal and interest on the
Mortgage Notes. Subject only to the above-described servicing standards and
the
terms of this Agreement and of the respective Mortgage Loans, the Master
Servicer shall have full power and authority, acting alone or through
Sub-Servicers as provided in Section 3.02, to do or cause to be done any and
all
things in connection with such servicing and administration which it may deem
necessary or desirable. Without limiting the generality of the foregoing, the
Master Servicer in its own name or in the name of a Sub-Servicer is hereby
authorized and empowered by the Trustee when the Master Servicer believes it
appropriate in its best judgment in accordance with the servicing standards
set
forth above, to execute and deliver, on behalf of the Certificateholders and
the
Trustee, and upon notice to the Trustee, any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans and the Mortgaged
Properties and to institute foreclosure proceedings or obtain a deed-in-lieu
of
foreclosure so as to convert the ownership of such properties, and to hold
or
cause to be held title to such properties, on behalf of the Trustee and
Certificateholders. The Master Servicer shall service and administer the
Mortgage Loans in accordance with applicable state and federal law and shall
provide to the Mortgagors any reports required to be provided to them thereby.
The Master Servicer shall also comply in the performance of this Agreement
with
all reasonable rules and requirements of each insurer under each Primary
Mortgage Insurance Policy and any standard hazard insurance policy. Subject
to
Section 3.17, the Trustee shall execute, at the written request of the Master
Servicer, and furnish to the Master Servicer and any Sub-Servicer such documents
as are necessary or appropriate to enable the Master Servicer or any
Sub-Servicer to carry out their servicing and administrative duties hereunder,
and the Trustee hereby grants to the Master Servicer a power of attorney to
carry out such duties. The Trustee shall not be liable for the actions of the
Master Servicer or any Sub-Servicers under such powers of attorney.
In
accordance with the standards of the preceding paragraph, the Master Servicer
shall advance or cause to be advanced funds as necessary for the purpose of
effecting the timely payment of taxes and assessments on the Mortgaged
Properties, which advances shall be Servicing Advances reimbursable in the
first
instance from related collections from the Mortgagors pursuant to Section 3.09,
and further as provided in Section 3.11. Any cost incurred by the Master
Servicer or by Sub- Servicers in effecting the timely payment of taxes and
assessments on a Mortgaged Property shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid principal balance
of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage
Loan
so permit.
The
Master Servicer further is authorized and empowered by the Trustee, on behalf
of
the Certificateholders and the Trustee, in its own name or in the name of the
Sub-Servicer, when the Master Servicer or the Sub-Servicer, as the case may
be,
believes it is appropriate in its best judgment to register any Mortgage Loan
on
the MERS System, or cause the removal from the registration of any Mortgage
Loan
on the MERS System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording
of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses (i) incurred as a result of
MERS
discontinuing or becoming unable to continue operations in connection with
the
MERS System or (ii) if the affected Mortgage Loan is in default or, in the
judgment of the Master Servicer, such default is reasonably foreseeable,
incurred in connection with the actions described in the preceding sentence,
shall be subject to withdrawal by the Master Servicer from the Collection
Account.
Notwithstanding
anything in this Agreement to the contrary, the Master Servicer may not make
any
future advances with respect to a Mortgage Loan (except as provided in Section
4.03) and the Master Servicer shall not (i) permit any modification with respect
to any Mortgage Loan (except with respect to a Mortgage Loan that is in default
or, in the judgment of the Master Servicer, such default is reasonably
foreseeable) that would change the Mortgage Rate, reduce or increase the
principal balance (except for reductions resulting from actual payments of
principal) or change the final maturity date on such Mortgage Loan or (ii)
permit any modification, waiver or amendment of any term of any Mortgage Loan
that would both (A) effect an exchange or reissuance of such Mortgage Loan
under
Section 1001 of the Code (or final, temporary or proposed Treasury regulations
promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as
a
REMIC under the Code or the imposition of any tax on “prohibited transactions”
or “contributions after the startup date” under the REMIC Provisions. Consistent
with the foregoing, in connection with a partial Principal Prepayment, the
Master Servicer may at its option reduce or permit a Sub-Servicer to reduce
the
scheduled Monthly Payments on the related Mortgage Loan so that the remaining
outstanding principal amount owed under such Mortgage Loan will be paid in
equal
monthly installments of principal and interest by the originally scheduled
maturity date. In addition, in connection with any modification of a Mortgage
Loan that is entered into by a Mortgagor in lieu of refinancing and that is
not
permitted by this paragraph or by Section 3.07, the Master Servicer shall treat
such modification for remitting and reporting purposes as a Principal Prepayment
in full to the Trust occurring concurrently with the origination of a new
mortgage loan, which is not in the Trust, to the Mortgagor. For any such
Mortgage Loan that has been so deemed the subject of a Principal Prepayment
in
full, that upon written notice from the Master Servicer of the deposit into
the
Collection Account of funds in an amount equal to all amounts that would be
owed
to the Trust by the related Mortgagor if such deemed Principal Prepayment were
an actual Principal Prepayment in full, the Trustee and the Trust Administrator
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as the Master Servicer or the Sub-Servicer shall furnish
to it and as shall be necessary to vest in the designated successor owner of
such Mortgage Loan specified in such instruments such Mortgage Loan released
pursuant hereto, and the Trustee and the Trust Administrator shall have no
further responsibility with regard to such Mortgage Loan or the related Mortgage
File.
The
Master Servicer may delegate its responsibilities under this Agreement;
provided, however, that no such delegation shall release the Master Servicer
from the responsibilities or liabilities arising under this
Agreement.
The
Master Servicer shall accurately and fully report (or cause each Sub-Servicer
to
accurately and fully report), its borrower credit files to each of the credit
repositories in a timely manner.
| SECTION 3.02 |
Sub-Servicing
Agreements Between the Master Servicer and
Sub-Servicers.
|
(a) The
Master Servicer may enter into Sub-Servicing
Agreements
(provided that such agreements would not result in a withdrawal or a downgrading
by the Rating Agencies of the rating on any Class of Certificates) with
Sub-Servicers, for the servicing and administration of the Mortgage Loans.
As of
the Cut-Off Date, Xxxxx Fargo is the Sub-Servicer with respect to the Mortgage
Loans and in such capacity Xxxxx Fargo will be primarily responsible for the
servicing of the Mortgage Loans.
(b) Each
Sub-Servicer shall be (i) authorized to transact business in the state or states
in which the related Mortgaged Properties it is to service are situated, if
and
to the extent required by applicable law to enable the Sub-Servicer to perform
its obligations hereunder and under the Sub-Servicing Agreement, (ii) an
institution approved as a mortgage loan originator by the Federal Housing
Administration or an institution the deposit accounts of which are insured
by
the FDIC and (iii) a Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer.
Each
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 3.08 and provide for servicing of the
Mortgage Loans consistent with the terms of this Agreement. The Master Servicer
will examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub-Servicing Agreement will not be inconsistent
with
any of the provisions of this Agreement. The Master Servicer and the
Sub-Servicers may enter into and make amendments to the Sub-Servicing Agreements
or enter into different forms of Sub-Servicing Agreements; provided, however,
that any such amendments or different forms shall be consistent with and not
violate the provisions of this Agreement, and that no such amendment or
different form shall be made or entered into which could be reasonably expected
to be materially adverse to the interests of the Certificateholders, without
the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights. Any variation without the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights from the provisions set forth
in
Section 3.08 relating to insurance or priority requirements of Sub-Servicing
Accounts, or credits and charges to the Sub- Servicing Accounts or the timing
and amount of remittances by the Sub-Servicers to the Master Servicer, are
conclusively deemed to be inconsistent with this Agreement and therefore
prohibited. The Master Servicer shall deliver to the Trustee and the Trust
Administrator copies of all Sub-Servicing Agreements, and any amendments or
modifications thereof, promptly upon the Master Servicer’s execution and
delivery of such instruments.
(c) As
part
of its servicing activities hereunder, the Master Servicer (except as otherwise
provided in the last sentence of this paragraph), for the benefit of the Trustee
and the Certificateholders, shall enforce the obligations of the Sub-Servicer
under the Sub-Servicing Agreement and of the Seller under the Mortgage Loan
Purchase Agreement, including, without limitation, any obligation to make
advances in respect of delinquent payments as required by a Sub- Servicing
Agreement, or to purchase a Mortgage Loan on account of missing or defective
documentation or on account of a breach of a representation, warranty or
covenant, as described in Section 2.03(a). Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements, and the pursuit of other appropriate remedies, shall be in such
form
and carried out to such an extent and at such time as the Master Servicer,
in
its good faith business judgment, would require were it the owner of the related
Mortgage Loans. The Master Servicer shall pay the costs of such enforcement
at
its own expense, and shall be reimbursed therefor only (i) from a general
recovery resulting from such enforcement, to the extent, if any, that such
recovery exceeds all amounts due in respect of the related Mortgage Loans,
or
(ii) from a specific recovery of costs, expenses or attorneys’ fees against the
party against whom such enforcement is directed.
| SECTION 3.03 |
Successor
Sub-Servicers.
|
The
Master Servicer shall be entitled to terminate any Sub-Servicing Agreement
and
the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Master
Servicer without any act or deed on the part of such Sub-Servicer or the Master
Servicer, and the Master Servicer either shall service directly the related
Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor
Sub-Servicer which qualifies under Section 3.02.
Any
Sub-Servicing Agreement (other than the Initial Sub-Servicing Agreement) shall
include the provision that such agreement may be immediately terminated by
the
Trustee or the Trust Administrator without fee, in accordance with the terms
of
this Agreement, in the event that the Master Servicer shall, for any reason,
no
longer be the Master Servicer (including termination due to a Master Servicer
Event of Default).
| SECTION 3.04 |
Liability
of the Master Servicer.
|
Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Master Servicer and a Sub-Servicer or
reference to actions taken through a Sub-Servicer or otherwise, the Master
Servicer shall remain obligated and primarily liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans
in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Sub-Servicing Agreements or
arrangements or by virtue of indemnification from the Sub-Servicer and to the
same extent and under the same terms and conditions as if the Master Servicer
alone were servicing and administering the Mortgage Loans. The Master Servicer
shall be entitled to enter into any agreement with a Sub- Servicer for
indemnification of the Master Servicer by such Sub-Servicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.
| SECTION 3.05 |
No
Contractual Relationship Between Sub-Servicers and Trustee, Trust
Administrator or
Certificateholders.
|
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such shall be deemed to be between the Sub-Servicer and the Master Servicer
alone, and the Trustee, the Trust Administrator and the Certificateholders
shall
not be deemed parties thereto and shall have no claims, rights, obligations,
duties or liabilities with respect to the Sub-Servicer except as set forth
in
Section 3.06. The Master Servicer shall be solely liable for all fees owed
by it
to any Sub-Servicer, irrespective of whether the Master Servicer’s compensation
pursuant to this Agreement is sufficient to pay such fees.
| SECTION 3.06 |
Assumption
or Termination of Sub-Servicing Agreements by
Trustee.
|
In
the
event the Master Servicer shall for any reason no longer be the master servicer
(including by reason of the occurrence of a Master Servicer Event of Default),
the Trustee or its designee shall thereupon assume all of the rights and
obligations of the Master Servicer under each Sub-Servicing Agreement that
the
Master Servicer may have entered into, unless the Trustee elects to terminate
any Sub-Servicing Agreement in accordance with its terms as provided in Section
3.03. Upon such assumption, the Trustee, its designee or the successor servicer
for the Trustee appointed pursuant to Section 7.02 shall be deemed, subject
to
Section 3.03, to have assumed all of the Master Servicer’s interest therein and
to have replaced the Master Servicer as a party to each Sub-Servicing Agreement
to the same extent as if each Sub-Servicing Agreement had been assigned to
the
assuming party, except that (i) the Master Servicer shall not thereby be
relieved of any liability or obligations under any Sub-Servicing Agreement
and
(ii) none of the Trustee, its designee or any successor Master Servicer shall
be
deemed to have assumed any liability or obligation of the Master Servicer that
arose before it ceased to be the Master Servicer.
The
Master Servicer at its expense shall, upon request of the Trustee, deliver
to
the assuming party all documents and records relating to each Sub-Servicing
Agreement and the Mortgage Loans then being serviced and an accounting of
amounts collected and held by or on behalf of it, and otherwise use its best
efforts to effect the orderly and efficient transfer of the Sub- Servicing
Agreements to the assuming party.
| SECTION 3.07 |
Collection
of Certain Mortgage Loan Payments.
|
The
Master Servicer shall make reasonable efforts to collect all payments called
for
under the terms and provisions of the Mortgage Loans, and shall, to the extent
such procedures shall be consistent with this Agreement and the terms and
provisions of any related Primary Mortgage Insurance Policy and any other
applicable insurance policies, follow such collection procedures as it would
follow with respect to mortgage loans comparable to the Mortgage Loans and
held
for its own account. Consistent with the foregoing and the servicing standards
set forth in Section 3.01, the Master Servicer may in its discretion (i) waive
any late payment charge or, if applicable, penalty interest, only upon
determining that the coverage of such Mortgage Loan by the related Primary
Mortgage Insurance Policy, if any, will not be affected, or (ii) extend the
due
dates for Monthly Payments due on a Mortgage Note for a period of not greater
than 180 days; provided that any extension pursuant to clause (ii) above shall
not affect the amortization schedule of any Mortgage Loan for purposes of any
computation hereunder, except as provided below. In the event of any such
arrangement pursuant to clause (ii) above, the Master Servicer shall make timely
advances on such Mortgage Loan during such extension pursuant to Section 4.03
and in accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements. Notwithstanding the
foregoing, in the event that any Mortgage Loan is in default or, in the judgment
of the Master Servicer, such default is reasonably foreseeable, the Master
Servicer, consistent with the standards set forth in Section 3.01, may waive,
modify or vary any term of such Mortgage Loan (including modifications that
change the Mortgage Rate, forgive the payment of principal or interest or extend
the final maturity date of such Mortgage Loan), accept payment from the related
Mortgagor of an amount less than the Stated Principal Balance in final
satisfaction of such Mortgage Loan (such payment, a “Short Pay-off”) or consent
to the postponement of strict compliance with any such term or otherwise grant
indulgence to any Mortgagor, if in the Master Servicer’s determination such
waiver, modification, postponement or indulgence is not materially adverse
to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action).
| SECTION 3.08 |
Sub-Servicing
Accounts.
|
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall comply with all
requirements of this Agreement relating to the Collection Account (provided,
however, that in the case of the Initial Sub-Servicing Agreement, the
Sub-Servicing Account shall comply with all requirements of the Initial
Sub-Servicing Agreement relating to the custodial account provided for therein).
The Sub-Servicer shall deposit in the clearing account (which account must
be an
Eligible Account) in which it customarily deposits payments and collections
on
mortgage loans in connection with its mortgage loan servicing activities on
a
daily basis, and in no event more than two Business Days after the
Sub-Servicer’s receipt thereof, all proceeds of Mortgage Loans received by the
Sub-Servicer less its servicing compensation to the extent permitted by the
Sub-Servicing Agreement, and shall thereafter deposit such amounts in the
Sub-Servicing Account, in no event more than one Business Day after the deposit
of such funds into the clearing account. The Sub-Servicer shall thereafter
remit
such proceeds to the Master Servicer for deposit in the Collection Account
not
later than two Business Days after the deposit of such amounts in the
Sub-Servicing Account (or, in the case of the Initial Sub-Servicing Agreement,
at such time as is required pursuant to the terms of the Initial Sub-Servicing
Agreement). For purposes of this Agreement, the Master Servicer shall be deemed
to have received payments on the Mortgage Loans when the Sub-Servicer receives
such payments.
| SECTION 3.09 |
Collection
of Taxes, Assessments and Similar Items; Servicing
Accounts.
|
The
Master Servicer shall establish and maintain (or cause a Sub-Servicer to
establish and maintain) one or more accounts (the “Servicing Accounts”), into
which all collections from the Mortgagors (or related advances from
Sub-Servicers) for the payment of ground rents, taxes, assessments, fire and
hazard insurance premiums, Primary Mortgage Insurance Premiums, water charges,
sewer rents and comparable items for the account of the Mortgagors (“Escrow
Payments”) shall be deposited and retained. Servicing Accounts shall be Eligible
Accounts. The Master Servicer (or the Sub-Servicer) shall deposit in the
clearing account (which account must be an Eligible Account) in which it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than two Business Days after the Master Servicer’s (or the Sub-Servicer’s)
receipt thereof, all Escrow Payments collected on account of the Mortgage Loans
and shall thereafter deposit such Escrow Payments in the Servicing Accounts,
in
no event more than one Business Day after the deposit of such funds in the
clearing account, for the purpose of effecting the payment of any such items
as
required under the terms of this Agreement. Withdrawals of amounts from a
Servicing Account may be made only to (i) effect payment of Escrow Payments;
(ii) reimburse the Master Servicer (or the Sub-Servicer to the extent provided
in the Sub-Servicing Agreement) out of related collections for any advances
made
pursuant to Section 3.01 (with respect to taxes and assessments) and Section
3.14 (with respect to hazard insurance); (iii) refund to Mortgagors any sums
as
may be determined to be overages; (iv) pay interest, if required and as
described below, to Mortgagors on balances in the Servicing Account; (v) clear
and terminate the Servicing Account at the termination of the Master Servicer’s
obligations and responsibilities in respect of the Mortgage Loans under this
Agreement in accordance with Article IX; or (vi) recover amounts deposited
in
error. As part of its servicing duties, the Master Servicer or Sub-Servicers
shall pay to the Mortgagors interest on funds in Servicing Accounts, to the
extent required by law and, to the extent that interest earned on funds in
the
Servicing Accounts is insufficient, to pay such interest from its or their
own
funds, without any reimbursement therefor. To the extent that a Mortgage does
not provide for Escrow Payments, the Master Servicer shall determine whether
any
such payments are made by the Mortgagor in a manner and at a time that avoids
the loss of the Mortgaged Property due to a tax sale or the foreclosure of
a tax
lien. The Master Servicer assumes full responsibility for the payment of all
such bills and shall effect payments of all such bills irrespective of the
Mortgagor’s faithful performance in the payment of same or the making of the
Escrow Payments and shall make advances from its own funds to effect such
payments.
| SECTION 3.10 |
Collection
Account and Distribution Account.
|
(a) On
behalf
of the Trust Fund, the Master Servicer shall establish and maintain one or
more
separate, segregated trust accounts (such account or accounts, the “Collection
Account”), held in trust for the benefit of the Trustee and the
Certificateholders. On behalf of the Trust Fund, the Master Servicer shall
deposit or cause to be deposited in the clearing account (which account must
be
an Eligible Account) in which it customarily deposits payments and collections
on mortgage loans in connection with its mortgage loan servicing activities
on a
daily basis, and in no event more than two Business Days after the Master
Servicer’s receipt thereof, and shall thereafter deposit in the Collection
Account, in no event more than one Business Day after the deposit of such funds
into the clearing account, as and when received or as otherwise required
hereunder, the following payments and collections received or made by it from
and after the Cut-off Date (other than in respect of principal or interest
on
the related Mortgage Loans due on or before the Cut-off Date), or payments
(other than Principal Prepayments) received by it on or prior to the Cut-off
Date but allocable to a Due Period subsequent thereto:
(i) all
payments on account of principal, including Principal Prepayments, on the
Mortgage Loans;
(ii) all
payments on account of interest (net of the related Servicing Fee) on each
Mortgage Loan;
(iii) all
Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other than
proceeds collected in respect of any particular REO Property and amounts paid
by
the Master Servicer in connection with a purchase of Mortgage Loans and REO
Properties pursuant to Section 9.01);
(iv) any
amounts required to be deposited pursuant to Section 3.12 in connection with
any
losses realized on Permitted Investments with respect to funds held in the
Collection Account;
(v) any
amounts required to be deposited by the Master Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;
(vi) all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03 or Section 9.01; and
(vii) all
amounts required to be deposited in connection with shortfalls in principal
amount of Qualified Substitute Mortgage Loans pursuant to Section
2.03.
For
purposes of the immediately preceding sentence, the Cut-off Date with respect
to
any Qualified Substitute Mortgage Loan shall be deemed to be the date of
substitution.
The
foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges or assumption
fees need not be deposited by the Master Servicer in the Collection Account.
In
the event the Master Servicer shall deposit in the Collection Account any amount
not required to be deposited therein, it may at any time withdraw such amount
from the Collection Account, any provision herein to the contrary
notwithstanding.
(b) On
behalf
of the Trust Fund, the Paying Agent on behalf of the Trust Administrator shall
establish and maintain one or more separate, segregated trust accounts (such
account or accounts, the “Distribution Account”), held in trust for the benefit
of the Certificateholders. On behalf of the Trust Fund, the Master Servicer
shall deliver to the Paying Agent in immediately available funds for deposit
in
the Distribution Account on or before 12:00 p.m. New York time (i) on the Master
Servicer Remittance Date, that portion of the Group 1 Available Distribution
Amount and Group 2 Available Distribution Amount (calculated in each case
without regard to the subtraction therefrom of any Credit Risk Manager Fee
described in clause (i)(a) of the definition thereof) for the related
Distribution Date then on deposit in the Collection Account and (ii) on each
Business Day as of the commencement of which the balance on deposit in the
Collection Account exceeds $75,000 following any withdrawals pursuant to the
next succeeding sentence, the amount of such excess, but only if the Collection
Account constitutes an Eligible Account solely pursuant to clause (ii) of the
definition of “Eligible Account.” If the balance on deposit in the Collection
Account exceeds $75,000 as of the commencement of business on any Business
Day
and the Collection Account constitutes an Eligible Account solely pursuant
to
clause (ii) of the definition of “Eligible Account,” the Master Servicer shall,
on or before 12:00 p.m. New York time on such Business Day, withdraw from the
Collection Account any and all amounts payable or reimbursable to the Depositor,
the Master Servicer, the Trustee, the Trust Administrator, the Seller or any
Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons
entitled thereto.
(c) Funds
in
the Collection Account and the Distribution Account may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12. The
Master Servicer shall give notice to the Trustee, the Trust Administrator,
the
Paying Agent and the Depositor of the location of the Collection Account
maintained by it when established and prior to any change thereof. The Paying
Agent shall give notice to the Master Servicer, the Trust Administrator, the
Paying Agent and the Depositor of the location of the Distribution Account
when
established and prior to any change thereof.
(d) Funds
held in the Collection Account at any time may be delivered by the Master
Servicer to the Paying Agent on behalf of the Trust Administrator for deposit
in
an account (which may be the Distribution Account and must satisfy the standards
for the Distribution Account as set forth in the definition thereof) and for
all
purposes of this Agreement shall be deemed to be a part of the Collection
Account; provided, however, that the Paying Agent shall have the sole authority
to withdraw any funds held pursuant to this subsection (d). In the event the
Master Servicer shall deliver to the Paying Agent for deposit in the
Distribution Account any amount not required to be deposited therein, it may
at
any time request that the Paying Agent withdraw such amount from the
Distribution Account and remit to it any such amount, any provision herein
to
the contrary notwithstanding. In addition, the Master Servicer shall deliver
to
the Paying Agent from time to time for deposit, and upon written notification
from the Master Servicer, the Paying Agent shall so deposit, in the Distribution
Account:
(i) any
P&I Advances, as required pursuant to Section 4.03;
(ii) any
amounts required to be deposited pursuant to Section 3.23(d) or (f) in
connection with any REO Property;
(iii) any
amounts to be paid by the Master Servicer in connection with a purchase of
Mortgage Loans and REO Properties pursuant to Section 9.01;
(iv) any
amounts required to be deposited pursuant to Section 3.24 in connection with
any
Prepayment Interest Shortfalls; and
(v) any
Stayed Funds, as soon as permitted by the federal bankruptcy court having
jurisdiction in such matters.
(e) Promptly
upon receipt of any Stayed Funds, whether from the Master Servicer, a trustee
in
bankruptcy, or federal bankruptcy court or other source, the Paying Agent shall
deposit such funds in the Distribution Account, subject to withdrawal thereof
as
permitted hereunder.
(f) The
Master Servicer shall deposit in the Collection Account any amounts required
to
be deposited pursuant to Section 3.12(b) in connection with losses realized
on
Permitted Investments with respect to funds held in the Collection
Account.
| SECTION 3.11 |
Withdrawals
from the Collection Account and Distribution
Account.
|
(a) The
Master Servicer shall, from time to time, make withdrawals from the Collection
Account for any of the following purposes or as described in Section
4.03:
(i) to
remit
to the Paying Agent for deposit in the Distribution Account the amounts required
to be so remitted pursuant to Section 3.10(b) or permitted to be so remitted
pursuant to the first sentence of Section 3.10(d);
(ii) subject
to Section 3.16(d), to reimburse the Master Servicer for P&I Advances, but
only to the extent of amounts received which represent Late Collections (net
of
the related Servicing Fees) of Monthly Payments on Mortgage Loans with respect
to which such P&I Advances were made in accordance with the provisions of
Section 4.03;
(iii) subject
to Section 3.16(d), to pay the Master Servicer or any Sub- Servicer (A) any
unpaid Servicing Fees, (B) any unreimbursed Servicing Advances with respect
to
each Mortgage Loan, but only to the extent of any Liquidation Proceeds,
Insurance Proceeds or other amounts as may be collected by the Master Servicer
from a Mortgagor, or otherwise received with respect to such Mortgage Loan
and
(C) any nonrecoverable Servicing Advances following the final liquidation of
a
Mortgage Loan, but only to the extent that Late Collections, Liquidation
Proceeds and Insurance Proceeds received with respect to such Mortgage Loan
are
insufficient to reimburse the Master Servicer or any Sub-Servicer for such
Servicing Advances;
(iv) to
pay to
the Master Servicer as servicing compensation (in addition to the Servicing
Fee)
on the Master Servicer Remittance Date any interest or investment income earned
on funds deposited in the Collection Account;
(v) to
pay to
the Master Servicer, the Depositor or the Seller, as the case may be, with
respect to each Mortgage Loan that has previously been purchased or replaced
pursuant to Section 2.03 all amounts received thereon subsequent to the date
of
purchase or substitution, as the case may be;
(vi) to
reimburse the Master Servicer for any P&I Advance previously made which the
Master Servicer has determined to be a Nonrecoverable P&I Advance in
accordance with the provisions of Section 4.03;
(vii) to
reimburse the Master Servicer or the Depositor for expenses incurred by or
reimbursable to the Master Servicer or the Depositor, as the case may be,
pursuant to Section 6.03;
(viii) to
reimburse the Master Servicer, the Trust Administrator or the Trustee, as the
case may be, for expenses reasonably incurred in respect of the breach or defect
giving rise to the purchase obligation under Section 2.03 or Section 2.04 of
this Agreement that were included in the Purchase Price of the Mortgage Loan,
including any expenses arising out of the enforcement of the purchase
obligation;
(ix) to
pay,
or to reimburse the Master Servicer for advances in respect of expenses incurred
in connection with any Mortgage Loan pursuant to Section 3.16(b);
(x) [reserved];
and
(xi) to
clear
and terminate the Collection Account pursuant to Section 9.01.
The
Master Servicer shall keep and maintain separate accounting, on a Mortgage
Loan
by Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Collection Account, to the extent held by or on behalf of it, pursuant to
subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Master
Servicer shall provide written notification to the Trustee, the Trust
Administrator and the Paying Agent, on or prior to the next succeeding Master
Servicer Remittance Date, upon making any withdrawals from the Collection
Account pursuant to subclause (vii) above.
(b) The
Paying Agent shall, from time to time, make withdrawals from the Distribution
Account, for any of the following purposes, without priority:
(i) to
make
distributions to Certificateholders in accordance with Section
4.01;
(ii) to
pay to
itself any interest income earned on funds deposited in the Distribution Account
pursuant to Section 3.12(c);
(iii) to
reimburse the Trust Administrator or the Trustee pursuant to Section
7.02;
(iv) to
pay
any amounts in respect of taxes pursuant to 10.01(g)(iii);
(v) to
pay
any Extraordinary Trust Fund Expenses;
(vi) to
reimburse the Paying Agent or the Trustee for any P&I Advance made by it
under Section 7.01 (if not reimbursed by the Master Servicer) to the same extent
the Master Servicer would be entitled to reimbursement under Section 3.11(a);
and
(vii) to
clear
and terminate the Distribution Account pursuant to Section 9.01.
| SECTION 3.12 |
Investment
of Funds in the Collection Account and the Distribution
Account.
|
(a) The
Master Servicer may direct any depository institution maintaining the Collection
Account (for purposes of this Section 3.12, an “Investment Account”), and the
Paying Agent may direct any depository institution maintaining the Distribution
Account (for purposes of this Section 3.12, also an “Investment Account”), to
hold the funds in such Investment Account uninvested or to invest the funds
in
such Investment Account in one or more Permitted Investments specified in such
instruction bearing interest or sold at a discount, and maturing, unless payable
on demand, (i) no later than the Business Day immediately preceding the date
on
which such funds are required to be withdrawn from such account pursuant to
this
Agreement, if a Person other than the Paying Agent is the obligor thereon,
and
(ii) no later than the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if the Paying Agent is the obligor
thereon. All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be
made in the name of the Trust Administrator (in its capacity as such) or in
the
name of a nominee of the Trust Administrator. The Trust Administrator shall
be
entitled to sole possession (except with respect to investment direction of
funds held in the Collection Account and the Distribution Account and any income
and gain realized thereon) over each such investment, and any certificate or
other instrument evidencing any such investment shall be delivered directly
to
the Trust Administrator or its agent, together with any document of transfer
necessary to transfer title to such investment to the Trust Administrator or
its
nominee. In the event amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the Trust
Administrator shall:
|
(x)
|
consistent
with any notice required to be given thereunder, demand that payment
thereon be made on the last day such Permitted Investment may otherwise
mature hereunder in an amount equal to the lesser of (1) all amounts
then
payable thereunder and (2) the amount required to be withdrawn on
such
date; and
|
|
(y)
|
demand
payment of all amounts due thereunder promptly upon determination
by a
Responsible Officer of the Trust Administrator that such Permitted
Investment would not constitute a Permitted Investment in respect
of funds
thereafter on deposit in the Investment
Account.
|
(b) All
income and gain realized from the investment of funds deposited in the
Collection Account held by or on behalf of the Master Servicer, shall be for
the
benefit of the Master Servicer and shall be subject to its withdrawal in
accordance with Section 3.11. The Master Servicer shall deposit in the
Collection Account the amount of any loss of principal incurred in respect
of
any such Permitted Investment made with funds in such accounts immediately
upon
realization of such loss.
(c) All
income and gain realized from the investment of funds deposited in the
Distribution Account held by or on behalf of the Paying Agent, shall be for
the
benefit of the Paying Agent and shall be subject to its withdrawal at any time.
The Paying Agent shall deposit in the Distribution Account the amount of any
loss of principal incurred in respect of any such Permitted Investment made
with
funds in such accounts immediately upon realization of such loss.
(d) Except
as
otherwise expressly provided in this Agreement, if any default occurs in the
making of a payment due under any Permitted Investment, or if a default occurs
in any other performance required under any Permitted Investment, the Trustee
may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of
the
Holders of Certificates representing more than 50% of the Voting Rights
allocated to any Class of Certificates, shall take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.
| SECTION 3.13 |
Maintenance
of the Primary Mortgage Insurance Policies; Collections
Thereunder.
|
The
Master Servicer will maintain or cause the Sub-Servicer, if any, to maintain
in
full force and effect, if required under the Mortgage Loan Purchase Agreement
and to the extent available, a Primary Mortgage Insurance Policy with respect
to
each Mortgage Loan so insured as of the Closing Date (or, in the case of a
Qualified Substitute Mortgage Loan, on the date of substitution). Such coverage
will be maintained with respect to each such Mortgage Loan for so long as it
is
outstanding, subject to any applicable laws or until the related Loan-to-Value
Ratio is reduced to less than or equal to 80% based on Mortgagor payments.
The
Master Servicer shall cause the premium for each Primary Mortgage Insurance
Policy to be paid on a timely basis and shall pay such premium out of its own
funds if it is not otherwise paid. The Master Servicer or the Sub-Servicer,
if
any, will not cancel or refuse to renew any such Primary Mortgage Insurance
Policy in effect on the Closing Date (or, in the case of a Qualified Substitute
Mortgage Loan, on the date of substitution) that is required to be kept in
force
under this Agreement unless a replacement Primary Mortgage Insurance Policy
for
such canceled or non-renewed policy is obtained from and maintained with a
Qualified Insurer.
The
Master Servicer shall not take, or permit any Sub-Servicer to take, any action
which would result in non-coverage under any applicable Primary Mortgage
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Sub-Servicer, would have been covered thereunder. The Master Servicer will
comply in the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Primary Mortgage Insurance Policy.
In
connection with any assumption and modification agreement or substitution of
liability agreement entered into or to be entered into pursuant to Section
3.15,
the Master Servicer shall promptly notify the insurer under the related Primary
Mortgage Insurance Policy, if any, of such assumption in accordance with the
terms of such policies and shall take all actions which may be required by
such
insurer as a condition to the continuation of coverage under the Primary
Mortgage Insurance Policy. If any such Primary Mortgage Insurance Policy is
terminated as a result of such assumption, the Master Servicer or the
Sub-Servicer shall obtain a replacement Primary Mortgage Insurance Policy as
provided above.
In
connection with its activities as administrator and servicer of the Mortgage
Loans, the Master Servicer agrees to prepare and present, on behalf of itself,
the Trustee and the Certificateholders, claims to the insurer under any Primary
Mortgage Insurance Policy in a timely fashion in accordance with the terms
of
such policies and, in this regard, to take such action as shall be necessary
to
permit recovery under any Primary Mortgage Insurance Policy respecting a
defaulted Mortgage Loan. Any amounts collected by the Master Servicer under
any
Primary Mortgage Insurance Policy shall be deposited in the Collection Account,
subject to withdrawal pursuant to Section 3.11; and any amounts collected by
the
Master Servicer under any Primary Mortgage Insurance Policy in respect of any
REO Property shall be deposited in the Collection Account, subject to withdrawal
pursuant to Section 3.23. In those cases in which a Mortgage Loan is serviced
by
a Sub-Servicer, the Sub-Servicer, on behalf of itself, the Trustee, and the
Certificateholders, will present claims to the insurer under any Primary
Mortgage Insurance Policy and all collections thereunder shall be deposited
initially in the Sub-Servicing Account.
| SECTION 3.14 |
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
(a) The
Master Servicer shall cause to be maintained for each Mortgage Loan fire
insurance with extended coverage on the related Mortgaged Property in an amount
which is at least equal to the least of (i) the current principal balance of
such Mortgage Loan, (ii) the amount necessary to fully compensate for any damage
or loss to the improvements that are a part of such property on a replacement
cost basis and (iii) the maximum insurable value of the improvements which
are a
part of such Mortgaged Property, in each case in an amount not less than such
amount as is necessary to avoid the application of any coinsurance clause
contained in the related hazard insurance policy. The Master Servicer shall
also
cause to be maintained fire insurance with extended coverage on each REO
Property in an amount which is at least equal to the lesser of (i) the maximum
insurable value of the improvements which are a part of such property and (ii)
the outstanding principal balance of the related Mortgage Loan at the time
it
became an REO Property, plus accrued interest at the Mortgage Rate and related
Servicing Advances. The Master Servicer will comply in the performance of this
Agreement with all reasonable rules and requirements of each insurer under
any
such hazard policies. Any amounts to be collected by the Master Servicer under
any such policies (other than amounts to be applied to the restoration or repair
of the property subject to the related Mortgage or amounts to be released to
the
Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing loans held for its own account, subject to the terms and
conditions of the related Mortgage and Mortgage Note) shall be deposited in
the
Collection Account, subject to withdrawal pursuant to Section 3.11, if received
in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal
pursuant to Section 3.23, if received in respect of an REO Property. Any cost
incurred by the Master Servicer in maintaining any such insurance shall not,
for
the purpose of calculating distributions to Certificateholders, be added to
the
unpaid principal balance of the related Mortgage Loan, notwithstanding that
the
terms of such Mortgage Loan so permit. It is understood and agreed that no
earthquake or other additional insurance is to be required of any Mortgagor
other than pursuant to such applicable laws and regulations as shall at any
time
be in force and as shall require such additional insurance. If the Mortgaged
Property or REO Property is at any time in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, the Master Servicer will cause to be maintained a flood insurance
policy in respect thereof. Such flood insurance shall be in an amount equal
to
the lesser of (i) the unpaid principal balance of the related Mortgage Loan
and
(ii) the maximum amount of such insurance available for the related Mortgaged
Property under the national flood insurance program (assuming that the area
in
which such Mortgaged Property is located is participating in such
program).
In
the
event that the Master Servicer shall obtain and maintain a blanket policy with
an insurer having a General Policy Rating of A:X or better in Best’s Key Rating
Guide (or such other rating that is comparable to such rating) insuring against
hazard losses on all of the Mortgage Loans, it shall conclusively be deemed
to
have satisfied its obligations as set forth in the first two sentences of this
Section 3.14, it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property or REO
Property a policy complying with the first two sentences of this Section 3.14,
and there shall have been one or more losses which would have been covered
by
such policy, deposit to the Collection Account from its own funds the amount
not
otherwise payable under the blanket policy because of such deductible clause.
In
connection with its activities as administrator and servicer of the Mortgage
Loans, the Master Servicer agrees to prepare and present, on behalf of itself,
the Trustee and the Certificateholders, claims under any such blanket policy
in
a timely fashion in accordance with the terms of such policy.
(b) The
Master Servicer shall keep in force during the term of this Agreement a policy
or policies of insurance covering errors and omissions for failure in the
performance of the Master Servicer’s obligations under this Agreement, which
policy or policies shall be in such form and amount that would meet the
requirements of Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the
Mortgage Loans, unless the Master Servicer has obtained a waiver of such
requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall also
maintain a fidelity bond in the form and amount that would meet the requirements
of Xxxxxx Mae or Xxxxxxx Mac, unless the Master Servicer has obtained a waiver
of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Master Servicer shall
provide the Trustee and the Paying Agent (upon the Trustee’s or Paying Agent’s
reasonable request) with copies of any such insurance policies and fidelity
bond. The Master Servicer shall be deemed to have complied with this provision
if an Affiliate of the Master Servicer has such errors and omissions and
fidelity bond coverage and, by the terms of such insurance policy or fidelity
bond, the coverage afforded thereunder extends to the Master Servicer. Any
such
errors and omissions policy and fidelity bond shall by its terms not be
cancelable without thirty days’ prior written notice to the Trustee. The Master
Servicer shall also cause each Sub-Servicer to maintain a policy of insurance
covering errors and omissions and a fidelity bond which would meet such
requirements.
| SECTION 3.15 |
Enforcement
of Due-On-Sale Clauses; Assumption
Agreements.
|
The
Master Servicer will, to the extent it has knowledge of any conveyance or
prospective conveyance of any Mortgaged Property by any Mortgagor (whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under
the
“due-on-sale” clause, if any, applicable thereto; provided, however, that the
Master Servicer shall not exercise any such rights if prohibited by law from
doing so or if the exercise of such rights would impair or threaten to impair
any recovery under the related Primary Mortgage Insurance Policy, if any. If
the
Master Servicer reasonably believes it is unable under applicable law to enforce
such “due-on-sale” clause, or if any of the other conditions set forth in the
proviso to the preceding sentence apply, the Master Servicer will enter into
an
assumption and modification agreement from or with the person to whom such
property has been conveyed or is proposed to be conveyed, pursuant to which
such
person becomes liable under the Mortgage Note and, to the extent permitted
by
applicable state law, the Mortgagor remains liable thereon. The Master Servicer
is also authorized to enter into a substitution of liability agreement with
such
person, pursuant to which the original Mortgagor is released from liability
and
such person is substituted as the Mortgagor and becomes liable under the
Mortgage Note, provided that no such substitution shall be effective unless
such
person satisfies the underwriting criteria of the Master Servicer. In connection
with any assumption or substitution, the Master Servicer shall apply such
underwriting standards and follow such practices and procedures as shall be
normal and usual in its general mortgage servicing activities and as it applies
to other mortgage loans owned solely by it. The Master Servicer shall not take
or enter into any assumption and modification agreement, however, unless (to
the
extent practicable in the circumstances) it shall have received confirmation,
in
writing, of the continued effectiveness of any applicable Primary Mortgage
Insurance Policy or hazard insurance policy, or a new policy meeting the
requirements of this Section is obtained. Any fee collected by the Master
Servicer in respect of an assumption or substitution of liability agreement
will
be retained by the Master Servicer as additional servicing compensation. In
connection with any such assumption, no material term of the Mortgage Note
(including but not limited to the related Mortgage Rate and the amount of the
Monthly Payment) may be amended or modified, except as otherwise required
pursuant to the terms thereof. The Master Servicer shall notify the Trustee
that
any such substitution or assumption agreement has been completed by forwarding
to the Custodian (with a copy to the Trustee) the executed original of such
substitution or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of
such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.
Notwithstanding
the foregoing paragraph or any other provision of this Agreement, the Master
Servicer shall not be deemed to be in default, breach or any other violation
of
its obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or by the terms of the Mortgage Note or any assumption which
the Master Servicer may be restricted by law from preventing, for any reason
whatever. For purposes of this Section 3.15, the term “assumption” is deemed to
also include a sale (of the Mortgaged Property) subject to the Mortgage that
is
not accompanied by an assumption or substitution of liability
agreement.
| SECTION 3.16 |
Realization
Upon Defaulted Mortgage Loans.
|
(a) The
Master Servicer shall, consistent with the servicing standard set forth in
Section 3.01, foreclose upon or otherwise comparably convert the ownership
of
properties securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments pursuant to Section 3.07. The Master Servicer shall
be
responsible for all costs and expenses incurred by it in any such proceedings;
provided, however, that such costs and expenses will be recoverable as Servicing
Advances by the Master Servicer as contemplated in Section 3.11 and Section
3.23. The foregoing is subject to the provision that, in any case in which
Mortgaged Property shall have suffered damage from an Uninsured Cause, the
Master Servicer shall not be required to expend its own funds toward the
restoration of such property unless it shall determine in its discretion that
such restoration will increase the proceeds of liquidation of the related
Mortgage Loan after reimbursement to itself for such expenses.
(b) Notwithstanding
the foregoing provisions of this Section 3.16 or any other provision of this
Agreement, with respect to any Mortgage Loan as to which the Master Servicer
has
received actual notice of, or has actual knowledge of, the presence of any
toxic
or hazardous substance on the related Mortgaged Property, the Master Servicer
shall not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, or (ii)
otherwise acquire possession of, or take any other action with respect to,
such
Mortgaged Property, if, as a result of any such action, the Trustee, the Trust
Fund, the Trust Administrator, the Master Servicer or the Certificateholders
would be considered to hold title to, to be a “mortgagee-in- possession” of, or
to be an “owner” or “operator” of such Mortgaged Property within the meaning of
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended from time to time, or any comparable law, unless the Master
Servicer has also previously determined, based on its reasonable judgment and
a
report prepared by a Person who regularly conducts environmental audits using
customary industry standards, that:
(1) such
Mortgaged Property is in compliance with applicable environmental laws or,
if
not, that it would be in the best economic interest of the Trust Fund to take
such actions as are necessary to bring the Mortgaged Property into compliance
therewith; and
(2) there
are
no circumstances present at such Mortgaged Property relating to the use,
management or disposal of any hazardous substances, hazardous materials,
hazardous wastes, or petroleum-based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under any
federal, state or local law or regulation, or that if any such materials are
present for which such action could be required, that it would be in the best
economic interest of the Trust Fund to take such actions with respect to the
affected Mortgaged Property.
The
cost
of the environmental audit report contemplated by this Section 3.23 shall be
advanced by the Master Servicer, subject to the Master Servicer’s right to be
reimbursed therefor from the Collection Account as provided in Section
3.11(a)(ix), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received
in
respect of the affected Mortgage Loan or other Mortgage Loans.
If
the
Master Servicer determines, as described above, that it is in the best economic
interest of the Trust Fund to take such actions as are necessary to bring any
such Mortgaged Property into compliance with applicable environmental laws,
or
to take such action with respect to the containment, clean-up or remediation
of
hazardous substances, hazardous materials, hazardous wastes or petroleum-based
materials affecting any such Mortgaged Property, then the Master Servicer shall
take such action as it deems to be in the best economic interest of the Trust
Fund. The cost of any such compliance, containment, cleanup or remediation
shall
be advanced by the Master Servicer, subject to the Master Servicer’s right to be
reimbursed therefor from the Collection Account as provided in Section
3.11(a)(ix), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received
in
respect of the affected Mortgage Loan or other Mortgage Loans.
(c) The
Master Servicer shall have the right to purchase from the Trust Fund any
defaulted Mortgage Loan that is 90 days or more delinquent, which the Master
Servicer determines in good faith will otherwise become subject to foreclosure
proceedings (evidence of such determination to be delivered in writing to the
Trustee and the Trust Administrator, in form and substance satisfactory to
the
Trustee and the Trust Administrator prior to purchase), at a price equal to
the
Purchase Price. The Purchase Price for any Mortgage Loan purchased hereunder
shall be deposited in the Collection Account, and the Trustee (or a Custodian
on
behalf of the Trustee), upon receipt of written certification from the Master
Servicer of such deposit, shall release or cause to be released to the Master
Servicer the related Mortgage File and the Trustee (or a Custodian on behalf
of
the Trustee), upon receipt of written certification from the Master Servicer
of
such deposit, shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the Master Servicer shall furnish
and as shall be necessary to vest in the Master Servicer title to any Mortgage
Loan released pursuant hereto.
(d) Proceeds
received in connection with any Final Recovery Determination, as well as any
recovery resulting from a partial collection of Insurance Proceeds or
Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the
following order of priority: first, to reimburse the Master Servicer or any
Sub-Servicer for any related unreimbursed Servicing Advances and P&I
Advances, pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, to accrued
and
unpaid interest on the Mortgage Loan, to the date of the Final Recovery
Determination, or to the Due Date prior to the Distribution Date on which such
amounts are to be distributed if not in connection with a Final Recovery
Determination; and third, as a recovery of principal of the Mortgage Loan.
If
the amount of the recovery so allocated to interest is less than the full amount
of accrued and unpaid interest due on such Mortgage Loan, the amount of such
recovery will be allocated by the Master Servicer as follows: first, to unpaid
Servicing Fees; and second, to the balance of the interest then due and owing.
The portion of the recovery so allocated to unpaid Servicing Fees shall be
reimbursed to the Master Servicer or any Sub-Servicer pursuant to Section
3.11(a)(iii)(A).
| SECTION 3.17 |
Trustee
to Cooperate; Release of Mortgage
Files.
|
(a) Upon
the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer
of a
notification that payment in full shall be escrowed in a manner customary for
such purposes, the Master Servicer will immediately notify the Custodian, on
behalf of the Trustee, by a certification in the form of Exhibit E (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Collection Account pursuant to Section 3.10 have been or will
be so deposited) of a Servicing Officer and shall request that the Custodian,
on
behalf of the Trustee, deliver to it the Mortgage File. Upon receipt of such
certification and request, the Custodian, on behalf of the Trustee, shall
promptly release the related Mortgage File to the Master Servicer, and the
Master Servicer is authorized to cause the removal from the registration on
the
MERS® System of any such Mortgage, if applicable, and to execute and deliver, on
behalf of the Trustee and the Certificateholders or any of them, any and all
instruments of satisfaction or cancellation or of partial or full release.
No
expenses incurred in connection with any instrument of satisfaction or deed
of
reconveyance shall be chargeable to the Collection Account or the Distribution
Account.
The
Trustee (or a Custodian on its behalf) shall, at the written request and expense
of any Certificateholder, provide a written report to such Certificateholder
of
all Mortgage Files released to the Master Servicer for servicing
purposes.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any Primary Mortgage
Insurance Policy or any other insurance policy relating to the Mortgage Loans,
the Custodian, on behalf of the Trustee, shall, upon request of the Master
Servicer and delivery to the Custodian and the Trustee of a Request for Release
in the form of Exhibit E-l, release the related Mortgage File to the Master
Servicer, and the Custodian, on behalf of the Trustee, shall, at the direction
of the Master Servicer, execute such documents as shall be necessary to the
prosecution of any such proceedings. Such Request for Release shall obligate
the
Master Servicer to return each and every document previously requested from
the
Mortgage File to the Custodian when the need therefor by the Master Servicer
no
longer exists, unless the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Collection
Account or the Mortgage File or such document has been delivered to an attorney,
or to a public trustee or other public official as required by law, for purposes
of initiating or pursuing legal action or other proceedings for the foreclosure
of the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Custodian, on behalf of the Trustee, a certificate
of a Servicing Officer certifying as to the name and address of the Person
to
which such Mortgage File or such document was delivered and the purpose or
purposes of such delivery. Upon receipt of a certificate of a Servicing Officer
stating that such Mortgage Loan was liquidated and that all amounts received
or
to be received in connection with such liquidation that are required to be
deposited into the Collection Account have been so deposited, or that such
Mortgage Loan has become an REO Property, a copy of the Request for Release
shall be released by the Custodian, on behalf of the Trustee, to the Master
Servicer.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute and
deliver to the Master Servicer any court pleadings, requests for trustee’s sale
or other documents reasonably necessary to the foreclosure or trustee’s sale in
respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain
a
deficiency judgment, or to enforce any other remedies or rights provided by
the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each
such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or
trustee’s sale.
| SECTION 3.18 |
Servicing
Compensation.
|
As
compensation for the activities of the Master Servicer hereunder, the Master
Servicer shall be entitled to the Servicing Fee with respect to each Mortgage
Loan payable solely from payments of interest in respect of such Mortgage Loan,
subject to Section 3.24. In addition, the Master Servicer shall be entitled
to
recover unpaid Servicing Fees out of Insurance Proceeds or Liquidation Proceeds
to the extent permitted by Section 3.11(a)(iii)(A) and out of amounts derived
from the operation and sale of an REO Property to the extent permitted by
Section 3.23. The right to receive the Servicing Fee may not be transferred
in
whole or in part except in connection with the transfer of all of the Master
Servicer’s responsibilities and obligations under this Agreement.
Additional
servicing compensation in the form of assumption fees, late payment charges
and
other similar fees and charges shall be retained by the Master Servicer (subject
to Section 3.24) only to the extent such fees or charges are received by the
Master Servicer. The Master Servicer shall also be entitled pursuant to Section
3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section
3.23(b) to withdraw from any REO Account, as additional servicing compensation,
interest or other income earned on deposits therein, subject to Section 3.12
and
Section 3.24. The Master Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder (including premiums
due under any Primary Insurance Policies, if applicable, premiums for the
insurance required by Section 3.14, to the extent such premiums are not paid
by
the related Mortgagors or by a Sub-Servicer, servicing compensation of each
Sub-Servicer, and to the extent provided herein in Section 8.05, the fees and
expenses of the Trustee and the Trust Administrator) and shall not be entitled
to reimbursement therefor except as specifically provided herein.
| SECTION 3.19 |
Reports
to the Trust Administrator; Collection Account
Statements.
|
Not
later
than fifteen days after each Distribution Date, the Master Servicer shall
forward to the Trust Administrator and the Trustee, upon the request of the
Trust Administrator or the Trustee, a statement prepared by the Master Servicer
setting forth the status of the Collection Account as of the close of business
on the last day of the calendar month relating to such Distribution Date and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from the Collection Account of each category
of
deposit specified in Section 3.10(a) and each category of withdrawal specified
in Section 3.11. Such statement may be in the form of the then current Xxxxxx
Xxx Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program
with appropriate additions and changes, and shall also include information
as to
the aggregate of the outstanding principal balances of all of the Mortgage
Loans
as of the last day of the calendar month immediately preceding such Distribution
Date. Copies of such statement shall be provided by the Trust Administrator
to
the Certificates Registrar, and the Certificate Registrar shall provide the
same
to any Certificateholder and to any Person identified to the Certificate
Registrar as a prospective transferee of a Certificate, upon the request and
at
the expense of the requesting party, provided such statement is delivered by
the
Master Servicer to the Trust Administrator and by the Trust Administrator to
the
Certificate Registrar.
| SECTION 3.20 |
Statement
as to Compliance.
|
The
Master Servicer shall deliver to the Depositor and the Trust Administrator,
on
or before March 15th
of each
calendar year beginning in 2007, an Officers’ Certificate (an “Annual Statement
of Compliance”) stating, as to each signatory thereof, that (i) a review of the
activities of the Master Servicer during the preceding calendar year and of
performance under this Agreement has been made under such officers’ supervision
and (ii) to the best of such officers’ knowledge, based on such review, the
Master Servicer has fulfilled all of its obligations under this Agreement in
all
material respects throughout such year, or, if there has been a failure to
fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status of cure provisions
thereof. The Master Servicer shall deliver, or cause any Sub-Servicer to
deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which
any servicing responsibilities have been delegated with respect to the Mortgage
Loans, to the Depositor and the Trust Administrator as described above as and
when required with respect to the Master Servicer.
If
the
Master Servicer cannot deliver the related Annual Statement of Compliance by
March 15th
of such
year, the Trustee, at the direction of the Depositor, may permit a cure period
for the Master Servicer to deliver such Annual Statement of Compliance, but
in
no event later than March 18th
of such
year.
Failure
of the Master Servicer to comply with this Section 3.20 shall be deemed a Master
Servicer Event of Default and the Trustee at the direction of the Depositor
shall, in addition to whatever rights the Trustee may have under this Agreement
and at law or equity or to damages, including injunctive relief and specific
performance, upon notice immediately terminate all of the rights and obligations
of the Master Servicer under this Agreement and in and to the Mortgage Loans
and
the proceeds thereof without compensating the Master Servicer for the same.
This
paragraph shall supersede any other provision in this Agreement or any other
agreement to the contrary.
The
Master Servicer shall indemnify and hold harmless the Depositor and its
officers, directors and Affiliates from and against any actual losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses that such Person may sustain
based
upon a breach of the Master Servicer’s obligations under this Section
3.20.
| SECTION 3.21 |
Assessments
of Compliance and Attestation
Reports.
|
(a) The
Master Servicer shall service and administer the Mortgage Loans in accordance
with all applicable requirements of the Servicing Criteria (as set forth in
Exhibit C hereto). The Master Servicer shall deliver to the Depositor and the
Trust Administrator or cause to be delivered to the Depositor and the Trust
Administrator, on or before March 1st
of each
calendar year beginning in 2007, the following:
(i) a
report
(an “Assessment of Compliance”) regarding the Master Servicer’s assessment of
compliance with the Servicing Criteria during the immediately preceding calendar
year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122 of Regulation AB. Such report shall be signed by an authorized officer
of
the Master Servicer, and shall address each of the Servicing Criteria set forth
in Exhibit C hereto;
(ii) a
report
(an “Attestation Report”) of a registered public accounting firm reasonably
acceptable to the Depositor that attests to, and reports on, the assessment
of
compliance made by the Master Servicer and delivered pursuant to the preceding
paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;
(iii) from
each
Sub-Servicer, and each subcontractor determined by the Master Servicer to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, an Assessment of Compliance and Attestation Report as and when
provided in paragraphs (i) and (ii) of this Section 3.21(a); and
(iv) a
statement as to which of the Servicing Criteria, if any, are not applicable
to
the Master Servicer, which statement shall be based on the activities it
performs with respect to asset-backed securities transactions taken as a whole
involving the Master Servicer, that are backed by the same asset type as the
Mortgage Loans.
(b) As
provided in 3.21(a)(iii) above, the Master Servicer shall, or shall cause any
Sub-Servicer and each subcontractor determined by the Master Servicer to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB to, deliver to the Trust Administrator and the Depositor an
Assessment of Compliance and Attestation Report as and when provided
above.
Such
Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address
each of the Servicing Criteria specified on Exhibit C hereto which are indicated
as applicable to any “primary servicer.” Notwithstanding the foregoing, as to
any subcontractor, an Assessment of Compliance is not required to be delivered
unless it is required as part of a Form 10-K with respect to the Trust
Fund.
If
the
Master Servicer cannot deliver any Assessment of Compliance or Attestation
Report by March 1st
of such
year, the Trustee, at the direction of the Depositor, may permit a cure period
for the Master Servicer to deliver such Assessment of Compliance or Attestation
Report, but in no event later than March 15th
of such
year.
Failure
of the Master Servicer to timely comply with this Section 3.21 shall be deemed
a
Master Servicer Event of Default, and upon the receipt of written notice from
the Trustee of such Event of Default, the Trustee at the direction of the
Depositor may, in addition to whatever rights the Trustee may have under this
Agreement and at law or equity or to damages, including injunctive relief and
specific performance, upon notice immediately terminate all the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Master Servicer
for the same. This paragraph shall supersede any other provision in this
Agreement or any other agreement to the contrary.
The
Trust
Administrator shall also provide an Assessment of Compliance and Attestation
Report, as and when provided above, which shall at a minimum address each of
the
Servicing Criteria specified on Exhibit C hereto which are indicated as
applicable to the Trust Administrator. The Paying Agent, Certificate Registrar
and Authenticating Agent shall also provide an Assessment of Compliance and
Attestation Report, as and when provided above, which shall at a minimum address
each of the Servicing Criteria specified on Exhibit C hereto which are indicated
as applicable to the Paying Agent, Certificate Registrar and Authenticating
Agent. The Master Servicer shall on behalf of the Trustee enforce the
obligations of the Custodian under the Custodial Agreement to provide an
Assessment of Compliance and Attestation Report, as, when and to the extent
set
forth in the Custodial Agreement.
The
Master Servicer shall indemnify and hold harmless the Depositor and its
officers, directors and Affiliates from and against any actual losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses that such Person may sustain
based
upon a breach of the Master Servicer’s obligations, as applicable, under this
Section 3.21. The Trust Administrator shall indemnify and hold harmless the
Depositor and its officers, directors and Affiliates from and against any actual
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses that such Person
may sustain based upon any failure of the Trust Administrator to deliver when
required its Assessment of Compliance and Attestation Report. The Paying Agent,
Certificate Registrar and Authenticating Agent shall indemnify and hold harmless
the Depositor and its officers, directors and Affiliates from and against any
actual losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses that such
Person may sustain based upon any failure of the Paying Agent, Certificate
Registrar and Authenticating Agent to deliver when required its Assessment
of
Compliance.
| SECTION 3.22 |
Access
to Certain Documentation.
|
The
Master Servicer shall provide to the Office of the Controller of the Currency,
the Office of Thrift Supervision, the FDIC, and any other federal or state
banking or insurance regulatory authority that may exercise authority over
any
Certificateholder, access to the documentation regarding the Mortgage Loans
required by applicable laws and regulations. Such access shall be afforded
without charge, but only upon reasonable request and during normal business
hours at the offices of the Master Servicer designated by it. In addition,
access to the documentation regarding the Mortgage Loans required by applicable
laws and regulations will be provided to such Certificateholder, the Trustee,
the Trust Administrator and to any Person identified to the Master Servicer
as a
prospective transferee of a Certificate, upon reasonable request during normal
business hours at the offices of the Master Servicer designated by it at the
expense of the Person requesting such access.
| SECTION 3.23 |
Title,
Management and Disposition of REO
Property.
|
(a) The
deed
or certificate of sale of any REO Property shall be taken in the name of the
Trustee, or its nominee, in trust for the benefit of the Certificateholders.
The
Master Servicer, on behalf of the Trust Fund, shall either sell any REO Property
before the close of the third taxable year following the year the Trust Fund
acquires ownership of such REO Property for purposes of Section 860G(a)(8)
of
the Code or request from the Internal Revenue Service, no later than 60 days
before the day on which the above three-year grace period would otherwise
expire, an extension of the above three-year grace period, unless the Master
Servicer shall have delivered to the Trustee, the Trust Administrator and the
Depositor an Opinion of Counsel, addressed to the Trustee, the Trust
Administrator and the Depositor, to the effect that the holding by the Trust
Fund of such REO Property subsequent to the close of the third taxable year
after its acquisition will not result in the imposition on the Trust Fund of
taxes on “prohibited transactions” thereof, as defined in Section 860F of the
Code, or cause any Trust REMIC to fail to qualify as a REMIC under Federal
law
at any time that any Certificates are outstanding. The Master Servicer shall
manage, conserve, protect and operate each REO Property for the
Certificateholders solely for the purpose of its prompt disposition and sale
in
a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by any Trust REMIC of any “income from non-permitted
assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net
income from foreclosure property” which is subject to taxation under the REMIC
Provisions.
(b) The
Master Servicer shall segregate and hold all funds collected and received in
connection with the operation of any REO Property separate and apart from its
own funds and general assets and shall establish and maintain with respect
to
REO Properties an account held in trust for the Trustee for the benefit of
the
Certificateholders (the “REO Account”), which shall be an Eligible Account. The
Master Servicer shall be permitted to allow the Collection Account to serve
as
the REO Account, subject to separate ledgers for each REO Property. The Master
Servicer shall be entitled to retain or withdraw any interest income paid on
funds deposited in the REO Account.
(c) The
Master Servicer shall have full power and authority, subject only to the
specific requirements and prohibitions of this Agreement, to do any and all
things in connection with any REO Property as are consistent with the manner
in
which the Master Servicer manages and operates similar property owned by the
Master Servicer or any of its Affiliates, all on such terms and for such period
as the Master Servicer deems to be in the best interests of Certificateholders.
In connection therewith, the Master Servicer shall deposit, or cause to be
deposited in the clearing account (which account must be an Eligible Account)
in
which it customarily deposits payments and collections on mortgage loans in
connection with its mortgage loan servicing activities on a daily basis, and
in
no event more than two Business Days after the Master Servicer’s receipt
thereof, and shall thereafter deposit in the REO Account, in no event more
than
one Business Day after the deposit of such funds into the clearing account,
all
revenues received by it with respect to an REO Property and shall withdraw
therefrom funds necessary for the proper operation, management and maintenance
of such REO Property including, without limitation:
(i) all
insurance premiums due and payable in respect of such REO Property;
(ii) all
real
estate taxes and assessments in respect of such REO Property that may result
in
the imposition of a lien thereon; and
(iii) all
costs
and expenses necessary to maintain such REO Property.
To
the
extent that amounts on deposit in the REO Account with respect to an REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Master Servicer shall advance
from its own funds such amount as is necessary for such purposes if, but only
if, the Master Servicer would make such advances if the Master Servicer owned
the REO Property and if in the Master Servicer’s judgment, the payment of such
amounts will be recoverable from the rental or sale of the REO
Property.
Notwithstanding
the foregoing, none of the Master Servicer, the Trust Administrator or the
Trustee shall:
(i) authorize
the Trust Fund to enter into, renew or extend any New Lease with respect to
any
REO Property, if the New Lease by its terms will give rise to any income that
does not constitute Rents from Real Property;
(ii) authorize
any amount to be received or accrued under any New Lease other than amounts
that
will constitute Rents from Real Property;
(iii) authorize
any construction on any REO Property, other than the completion of a building
or
other improvement thereon, and then only if more than ten percent of the
construction of such building or other improvement was completed before default
on the related Mortgage Loan became imminent, all within the meaning of Section
856(e)(4)(B) of the Code; or
(iv) authorize
any Person to Directly Operate any REO Property on any date more than 90 days
after its date of acquisition by the Trust Fund;
unless,
in any such case, the Master Servicer has obtained an Opinion of Counsel,
provided to the Trust Administrator and the Trustee, to the effect that such
action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that
it is held by the Trust Fund, in which case the Master Servicer may take such
actions as are specified in such Opinion of Counsel.
The
Master Servicer may contract with any Independent Contractor for the operation
and management of any REO Property, provided that:
(i) the
terms
and conditions of any such contract shall not be inconsistent
herewith;
(ii) any
such
contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection with
the operation and management of such REO Property, including those listed above
and remit all related revenues (net of such costs and expenses) to the Master
Servicer as soon as practicable, but in no event later than thirty days
following the receipt thereof by such Independent Contractor;
(iii) none
of
the provisions of this Section 3.23(c) relating to any such contract or to
actions taken through any such Independent Contractor shall be deemed to relieve
the Master Servicer of any of its duties and obligations to the Trustee on
behalf of the Certificateholders with respect to the operation and management
of
any such REO Property; and
(iv) the
Master Servicer shall be obligated with respect thereto to the same extent
as if
it alone were performing all duties and obligations in connection with the
operation and management of such REO Property.
The
Master Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Master Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Master Servicer shall be solely liable
for
all fees owed by it to any such Independent Contractor, irrespective of whether
the Master Servicer’s compensation pursuant to Section 3.18 is sufficient to pay
such fees.
(d) In
addition to the withdrawals permitted under Section 3.23(c), the Master Servicer
may from time to time make withdrawals from the REO Account for any REO
Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect
of the related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer
for unreimbursed Servicing Advances and P&I Advances made in respect of such
REO Property or the related Mortgage Loan. Any income from the related REO
Property received during any calendar months prior to a Final Recovery
Determination, net of any withdrawals made pursuant to Section 3.23(c) or this
Section 3.23(d), shall be withdrawn by the Master Servicer from each REO Account
maintained by it and remitted to the Paying Agent for deposit into the
Distribution Account in accordance with Section 3.10(d)(ii) on the Master
Servicer Remittance Date relating to a Final Recovery Determination with respect
to such Mortgage Loan, for distribution on the related Distribution Date in
accordance with Section 4.01.
(e) Subject
to the time constraints set forth in Section 3.23(a), and further subject to
obtaining the approval of the insurer under any related Primary Mortgage
Insurance Policy (if and to the extent that such approvals are necessary to
make
claims under such policies in respect of the affected REO Property), each REO
Disposition shall be carried out by the Master Servicer at such price and upon
such terms and conditions as the Master Servicer shall deem necessary or
advisable, as shall be normal and usual in its general servicing activities
for
similar properties.
(f) The
proceeds from the REO Disposition, net of any amount required by law to be
remitted to the Mortgagor under the related Mortgage Loan and net of any payment
or reimbursement to the Master Servicer or any Sub-Servicer as provided above,
shall be remitted to the Paying Agent for deposit in the Distribution Account
in
accordance with Section 3.10(d)(ii) on the Master Servicer Remittance Date
in
the month following the receipt thereof for distribution on the related
Distribution Date in accordance with Section 4.01. Any REO Disposition shall
be
for cash only (unless changes in the REMIC Provisions made subsequent to the
Startup Day allow a sale for other consideration).
(g) The
Master Servicer shall file information returns with respect to the receipt
of
mortgage interest received in a trade or business, reports of foreclosures
and
abandonments of any Mortgaged Property and cancellation of indebtedness income
with respect to any Mortgaged Property as required by Sections 6050H, 6050J
and
6050P of the Code, respectively. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections 6050H,
6050J and 6050P of the Code.
| SECTION 3.24 |
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
With
respect to each Collateral Pool, the Master Servicer shall deliver to the Paying
Agent for deposit into the Distribution Account on or before 12:00 p.m. New
York
time on the Master Servicer Remittance Date from its own funds (or from a
Sub-Servicer’s own funds received by the Master Servicer in respect of
Compensating Interest) an amount equal to the lesser of (i) the aggregate of
the
Prepayment Interest Shortfalls for the related Distribution Date resulting
from
full or partial Principal Prepayments during the related Prepayment Period
of
Mortgage Loans included in such Collateral Pool and (ii) the applicable
Compensating Interest Payment for that Collateral Pool.
| SECTION 3.25 |
Obligations
of the Master Servicer in Respect of Monthly
Payments.
|
In
the
event that a shortfall in any collection on or liability with respect to any
Mortgage Loan results from or is attributable to adjustments to Stated Principal
Balances that were made by the Master Servicer in a manner not consistent with
the terms of the related Mortgage Note and this Agreement, the Master Servicer,
upon discovery or receipt of notice thereof, immediately shall deliver to the
Paying Agent for deposit in the Distribution Account from its own funds the
amount of any such shortfall and shall indemnify and hold harmless the Trust
Fund, the Trustee, the Trust Administrator, the Depositor and any successor
master servicer in respect of any such liability. Such indemnities shall survive
the termination or discharge of this Agreement. If amounts paid by the Master
Servicer with respect to any Mortgage Loan pursuant to this Section 3.25 are
subsequently recovered from the related Mortgagor, the Master Servicer shall
be
permitted to reimburse itself for such amounts paid by it pursuant to this
Section 3.25 from such recoveries.
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
| SECTION 4.01 |
Distributions.
|
I.
Group
1 Certificates
(a) (1)On
each
Distribution Date, the Paying Agent, in accordance with calculations and
determinations made by the Trust Administrator as reflected in the statement
to
Certificateholders prepared by the Trust Administrator pursuant to Section
4.02,
shall, first, withdraw from the Distribution Account an amount equal to the
Credit Risk Manager Fee for such Distribution Date and shall pay such amount
to
the Credit Risk Manager and, second, withdraw from the Distribution Account
an
amount equal to the Group 1 Available Distribution Amount for such Distribution
Date and shall distribute the following amounts, in the following order of
priority:
(A) On
each
Distribution Date, the Interest Remittance Amount shall be distributed to the
Group 1 Certificateholders in the following order of priority:
(i) concurrently,
to the Holders of each Class of the Group 1 Class A Certificates, on a
pro
rata
basis
based on the entitlement of each such Class, the Senior Interest Distribution
Amount for each such Class; and
(ii) sequentially
to the Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
Certificates, in that order, in an amount equal to the Interest Distribution
Amount for each such Class.
(B)(I) On
each
Distribution Date (a) prior to the Stepdown Date or (b) on which a Group 1
Trigger Event is in effect, the Principal Distribution Amount shall be
distributed in the following order of priority:
(i) to
the
Holders of the Group 1 Class A Certificates (allocated among the Classes of
Group 1 Class A Certificates in the priority described in Section 4.01(I)(a)(2)
below), until the Certificate Principal Balances of such Classes have been
reduced to zero; and
(ii) sequentially,
to the Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
Certificates, in that order, in each case, until the Certificate Principal
Balance of such Class has been reduced to zero.
(II) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a Group
1
Trigger Event is not in effect, the Principal Distribution Amount shall be
distributed in the following order of priority:
(i) to
the
Holders of the Group 1 Class A Certificates (allocated among the Classes of
Group 1 Class A Certificates in the priority described in Section 4.01(I)(a)(2)
below), the Group 1 Senior Principal Distribution Amount, until the Certificate
Principal Balances of such Classes have been reduced to zero;
(ii) to
the
Holders of the Class 1-M1 Certificates, the Class 1-M1 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(iii) to
the
Holders of the Class 1-M2 Certificates, the Class 1-M2 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(iv) to
the
Holders of the Class 1-M3 Certificates, the Class 1-M3 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero; and
(v) to
the
Holders of the Class 1-M4 Certificates, the Class 1-M4 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero.
(C) On
each
Distribution Date, the Net Monthly Excess Cashflow shall be distributed by
the
Paying Agent as follows:
(i) to
the
Holders of the Class or Classes of Group 1 Offered Certificates then entitled
to
receive distributions in respect of principal, in an amount equal to the
Overcollateralization Increase Amount for Collateral Pool 1, distributable
as
part of the Principal Distribution Amount;
(ii) sequentially,
to the Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
Certificates, in that order, in each case, in an amount equal to the Interest
Carry Forward Amount allocable to such Class of Certificates;
(iii) sequentially
to the Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
Certificates, in that order, in each case up to the related Allocated Realized
Loss Amount related to each such Class of Certificates for such Distribution
Date;
(iv) to
the
Net WAC Rate Carryover Reserve Account, any Net WAC Rate Carryover Amounts
for
the Group 1 Offered Certificates for such Distribution Date;
(v) to
the
Holders of the Class 1-CE Certificates, (a) the Interest Distribution Amount
for
such Class for such Distribution Date and any Overcollateralization Reduction
Amount for such Distribution Date and (b) on any Distribution Date on which
the
aggregate Certificate Principal Balance of the Group 1 Offered Certificates
have
been reduced to zero, any remaining amounts in reduction of the Certificate
Principal Balance of the Class 1-CE Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(vi) to
the
Holders of the Group 1 Residual Certificates, any remaining
amounts.
(2) With
respect to the Group 1 Class A Certificates, all principal distributions will
be
distributed concurrently, to (a) the Class 1-A1 Certificates, the Class 1-A2
Certificates and the Class 1-A3 Certificates and (b) the Class 1-A4
Certificates, on a pro
rata
basis
based on the aggregate certificate principal balance of such classes, until
the
Certificate Principal Balance of each such class has been reduced to zero.
Principal distributions pursuant to clause (a) of this paragraph will be
distributed, sequentially, to the Class 1-A1, Class 1-A2 and Class 1-A3
Certificates, in that order, until their respective Certificate Principal
Balances have been reduced to zero. Notwithstanding the foregoing, on any
Distribution Date on which the aggregate Certificate Principal Balance of the
Group 1 Subordinate Certificates has been reduced to zero, principal will be
allocated first, concurrently, to the Class 1-A1, Class 1-A2 and Class 1-A3
Certificates, on a pro
rata
basis
based on the Certificate Principal Balance of each such Class, until their
respective Certificate Principal Balances have been reduced to zero and second,
to the Class 1-A4 Certificates, until its Certificate Principal Balance has
been
reduced to zero.
(3) On
each
Distribution Date, after making the distributions of the Group 1 Available
Distribution Amount as set forth above, the Paying Agent will withdraw from
the
Net WAC Rate Carryover Reserve Account, to the extent of amounts remaining
on
deposit therein, the amount of any Net WAC Rate Carryover Amount for such
Distribution Date and distribute such amount in the following order of priority:
(i) concurrently,
to the Holders of the Group 1 Class A Certificates, on a pro
rata
basis
based on the Certificate Principal Balance for each such Class prior to any
distributions of principal on such Distribution Date and then on a pro
rata
basis
based on any remaining Net WAC Rate Carryover Amount for each such Class;
and
(ii) sequentially,
to the Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
Certificates, in that order, the related Net WAC Rate Carryover
Amount.
(4) On
each
Distribution Date, after making the distributions of the Group 1 Available
Distribution Amount, Net Monthly Excess Cashflow and amounts on the deposit
in
the Net WAC Rate Carryover Reserve Account as set forth above, the Paying Agent
shall distribute the amount on deposit in the Cap Account as
follows:
(i) concurrently,
to the Holders of each Class of Group 1 Class A Certificates, the related Senior
Interest Distribution Amount remaining undistributed, on a pro
rata
basis
based on such respective remaining Senior Interest Distribution
Amount;
(ii) sequentially,
to the Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
Certificates, in that order, the related Interest Distribution Amount and
Interest Carry Forward Amount, to the extent remaining
undistributed;
(iii) sequentially
to the Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
Certificates, in that order, in each case up to the related Allocated Realized
Loss Amount related to such Certificates for such Distribution Date remaining
undistributed;
(iv) to
the
Holders of the Class or Classes of Group 1 Offered Certificates then entitled
to
receive distributions in respect of principal, in an amount equal to the
Overcollateralization Increase Amount for Collateral Pool 1, distributable
as
part of the Principal Distribution Amount;
(v) concurrently,
to the Holders of each Class of Group 1 Class A Certificates, the Net WAC Rate
Carryover Amount remaining undistributed, on a pro
rata
basis
based on the Certificate Principal Balance for each such Class prior to any
distributions of principal on such Distribution Date and then on a pro
rata
basis
based on such respective remaining Net WAC Rate Carryover Amounts;
(vi) sequentially,
to the Holders of the Class 1-M1, Class 1-M2, Class 1-M3 and Class 1-M4
Certificates, in that order, the related Net WAC Rate Carryover Amount remaining
undistributed; and
(vii) any
remaining amounts, to the Holders of the Class 1-CE Certificates.
(5) On
each
Distribution Date, the following amounts, in the following order of priority
to
the extent of the Group 1 Available Distribution Amount, shall be distributed
by
REMIC I-A to REMIC I-B on account of the REMIC I-A Regular Interests and
distributed to the holders of the Class 1-R Certificates (in respect of the
Class R-IA Interest), as the case may be:
(i)
to
Holders of REMIC I-A Regular Interest LT-AA, REMIC I-A Regular Interest LT-1A1,
REMIC I-A Regular Interest LT-1A2, REMIC I-A Regular Interest LT-1A3, REMIC
I-A
Regular Interest LT-1A4, REMIC I-A Regular Interest LT-1M1, REMIC I-A Regular
Interest LT-1M2, REMIC I-A Regular Interest LT-1M3, REMIC I-A Regular Interest
LT-1M4 and REMIC I-A Regular Interest LT-ZZ, in an amount equal to (A) the
Uncertificated Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates. Amounts
payable as Uncertificated Interest in respect of REMIC I-A Regular Interest
LT-ZZ shall be reduced when the REMIC I-A Overcollateralized Amount is less
than
the REMIC I-A Required Overcollateralized Amount, by the lesser of (x) the
amount of such difference and (y) the Maximum LT-ZZ Uncertificated Interest
Deferral Amount and such amounts will be payable to the Holders of REMIC I-A
Regular Interest LT-1A1, REMIC I-A Regular Interest LT-1A2, REMIC I-A Regular
Interest LT-1A3, REMIC I-A Regular Interest LT-1A4, REMIC I-A Regular Interest
LT-1M1, REMIC I-A Regular Interest LT-1M2, REMIC I-A Regular Interest LT-1M3
and
REMIC I-A Regular Interest LT-1M4, in the same proportion as the
Overcollateralization Increase Amount is allocated to the Corresponding
Certificates, and the Uncertificated Balance of REMIC I-A Regular Interest
LT-ZZ
shall be increased by such amount;
(ii)
to
the
Holders of REMIC I-A Regular Interests, in an amount equal to the remainder
of
the Group 1 Available Distribution Amount for such Distribution Date after
the
distributions made pursuant to clause (i) above, allocated as
follows:
(a) 98.00%
of
such remainder to the Holders of REMIC I-A Regular Interest LT-AA, until the
Uncertificated Balance of such REMIC I-A Regular Interest is reduced to
zero;
(b) 2.00%
of
such remainder first, to the Holders of REMIC I-A Regular Interest LT-1A1,
REMIC
I-A Regular Interest LT-1A2, REMIC I-A Regular Interest LT-1A3, REMIC I-A
Regular Interest LT-1A4, REMIC I-A Regular Interest LT-1M1, REMIC I-A Regular
Interest LT-1M2, REMIC I-A Regular Interest LT-1M3 and REMIC I-A Regular
Interest LT-1M4, and in the same proportion as principal payments are allocated
to the Corresponding Certificates, until the Uncertificated Balances of such
REMIC I-A Regular Interests are reduced to zero and second, to the Holders
of
REMIC I-A Regular Interest LT-ZZ, until the Uncertificated Balance of such
REMIC
I-A Regular Interest is reduced to zero; then
(c)
any
remaining amount to the Holders of the Class 1-R Certificates (as Holder of
the
Class R-IA Interest).
provided,
however, that 98.00% and 2.00% of any principal payments that are attributable
to an Overcollateralization Reduction Amount shall be allocated to Holders
of
REMIC I-A Regular Interest LTAA and REMIC I-A Regular Interest LT-ZZ,
respectively.
(b) Following
the foregoing distributions, an amount equal to the amount of Subsequent
Recoveries with respect to Collateral Pool 1 shall be applied to increase the
Certificate Principal Balance of the Class of Group 1 Offered Certificates
remaining outstanding with the Highest Priority up to the extent of such
Realized Losses previously allocated to that Class of Group 1 Offered
Certificates pursuant to Section 4.04. An amount equal to the amount of any
remaining Subsequent Recoveries shall be applied to increase the Certificate
Principal Balance of the Class of Group 1 Offered Certificates remaining
outstanding with the next Highest Priority, up to the amount of such Realized
Losses previously allocated to that Class of Group 1 Offered Certificates
pursuant to Section 4.04. Holders of such Group 1 Offered Certificates will
not
be entitled to any distribution in respect of interest on the amount of such
increases for any Group 1 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 Group 1 Offered Certificate of such Class
in accordance with its respective Percentage Interest.
(c) Notwithstanding
anything to the contrary herein, (i) in no event shall the Certificate Principal
Balance of a Group 1 Class A Certificate or a Group 1 Mezzanine Certificate
be
reduced more than once in respect of any particular amount allocated to such
Certificate in respect of Realized Losses pursuant to Section 4.04 and (ii)
in
no event shall the Uncertificated Balance of a Regular Interest relating to
Collateral Pool 1 be reduced more than once in respect of any particular amount
both (a) allocated to such Regular Interest in respect of Realized Losses
pursuant to Section 4.04 and (b) distributed on such Regular Interest in
reduction of the Uncertificated Balance thereof pursuant to this Section
4.01.
II.
Group
2 Certificates
(a) (1)
On
each Distribution Date, the Paying Agent, in accordance with calculations and
determinations made by the Trust Administrator as reflected in the statement
to
Certificateholders prepared by the Trust Administrator pursuant to Section
4.02,
shall withdraw from the Distribution Account an amount equal to the Group 2
Available Distribution Amount. Distributions on each Distribution Date with
respect to the Group 2 Certificates will be made to the Holders of the
applicable Certificates in the following amounts and order of priority, from
the
Group 2 Available Distribution Amount:
|
A.
|
From
the Group 2 Available Distribution
Amount:
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|
(i)
|
concurrently,
to the Holders of the Class 2-A Certificates and the Class 2-AIO
Certificates, and on the first distribution date, the Class 2-R
Certificates, the Interest Distribution Amount for each such Class
and
such Distribution Date, on a pro
rata basis
based on their respective entitlements to interest pursuant to this
clause;
|
|
(ii)
|
the
Group 2 Senior Principal Distribution Amount for such Distribution
Date,
first to the Holders of the Class 2-R Certificates and then to the
Holders
of the Class 2-A Certificates, in each case until the Certificate
Principal Balance thereof has been reduced to
zero;
|
|
B.
|
From
the Group 2 Available Distribution Amount remaining after the above
distributions have been made:
|
| (i) |
to
the Holders of the Group 2 Subordinate Certificates, the Interest
Distribution Amount for each such Class and such Distribution Date
in the
following order of priority: first, to the Class 2-BIO Certificates;
second, to the Class 2-B1 Certificates; third, to the Class 2-B2
Certificates; fourth, to the Class 2-B3 Certificates; fifth, to the
Class
2-B4 Certificates; sixth, to the Class 2-B5 Certificates; and seventh,
to
the Class 2-B6 Certificates, in each case to the extent of the remaining
Group 2 Available Distribution Amount and in each case to the extent
of
the Interest Distribution Amount for such Class for such Distribution
Date;
|
| (ii) |
to
the Holders of the Group 2 Class B Certificates, each such Class’s
allocable share of the Subordinate Principal Distribution Amount
for such
Distribution Date (calculated in accordance with Section 4.01(II)(b)(1)
below), distributable among the Classes of Group 2 Class B Certificates
in
reduction of the Certificate Principal Balances thereof in the following
order of priority: first, to the Class 2-B1 Certificates; second,
to the
Class 2-B2 Certificates; third, to the Class 2-B3 Certificates; fourth,
to
the Class 2-B4 Certificates; fifth, to the Class 2-B5 Certificates;
and
sixth, to the Class 2-B6 Certificates, in each case until the Certificate
Principal Balance of each such Class is reduced to zero; and
|
| (iii) |
to
the Holders of the Class 2-R Certificates, any remaining
amounts.
|
On
each
Distribution Date, the following amounts, in the following order of priority,
shall be distributed by REMIC II-A to REMIC II-B on account of the REMIC II-A
Regular Interests and distributed to the holders of the Class 2-R Certificates
(in respect of the Class R-IIA Interest), as the case may be:
Interest
shall be payable to the REMIC II-A Regular Interests at the REMIC II-A
Remittance Rate for each such REMIC II-A Regular Interest on the related
Uncertificated Balance.
Distributions
of principal shall be deemed to be made to the REMIC II-A Regular Interests
in
the same manner and priority as such distributions are made to the Corresponding
Certificates.
(2) Immediately
prior to the distributions to the Holders of the Group 2 Certificates on each
Distribution Date, any adjustments to the Certificate Principal Balances of
the
Group 2 Certificates, as required by this paragraph shall be made. For
Collateral Pool 2, an amount equal to the lesser of (x) the amount of related
Subsequent Recoveries included in the related Available Distribution Amount
for
such Distribution Date and (y) the aggregate amount of related Realized Losses,
other than Excess Bankruptcy Losses, Excess Fraud Losses, Excess Special Hazard
Losses and Extraordinary Losses, previously allocated to Classes of Group 2
Certificates that remain outstanding shall be applied as follows: first, to
increase the Certificate Principal Balance of the Class of Group 2 Certificates
with the highest payment priority to which such Realized Losses were previously
allocated, to the extent of any such Realized Losses previously allocated to
such Class of Certificates and remaining “unreimbursed”; second, to increase the
Certificate Principal Balance of the Class of Group 2 Certificates with the
next
highest payment priority to which such Realized Losses were previously
allocated, to the extent of any such Realized Losses previously allocated to
such Class of Group 2 Certificates and remaining “unreimbursed”; and so forth.
For purposes of the foregoing, with respect to any Class of Group 2
Certificates, the amount of previously allocated Realized Losses that have
been
offset by an increase in Certificate Principal Balances as provided above shall
be deemed no longer “unreimbursed.” Holders of any Class of Group 2 Certificates
with respect to which there shall have been a Certificate Principal Balance
increase pursuant to this paragraph will not be entitled to any distribution
in
respect of interest on the amount of such increase for any Group 2 Interest
Accrual Period preceding the Distribution Date on which such increase occurs.
Any such increases shall be applied to the Certificate Principal Balances of
each Class of Group 2 Certificates in accordance with its respective Percentage
Interest.
All
references above to the Certificate Principal Balances of any Class of Group
2
Certificates shall be to the Certificate Principal Balances of such Class of
Group 2 Certificates, prior to the allocation of Extraordinary Trust Fund
Expenses and Realized Losses, in each case allocated to such Class of Group
2
Certificates on such Distribution Date pursuant to Section 4.04.
(b) (1)
On
each Distribution Date, the aggregate distributions of principal made on such
date in respect of the Group 2 Class B Certificates pursuant to Section
4.01(II)(a)(1)(B)(ii) above, shall be applied among the various Classes thereof,
in the order of priority from the Class of Group 2 Class B Certificates with
the
lowest numerical designation to the Class of Group 2 Class B Certificates with
the highest numerical designation, in each case to the extent of remaining
available funds up to the amount allocable to such Class for such Distribution
Date and in each case until the aggregate Certificate Principal Balance of
each
such Class is reduced to zero, in an amount with respect to each such Class
equal to the sum of (X) the related Class B Percentage of the amounts described
in clauses (i) through (v) of clause (ii)(a) of the definition of Subordinate
Principal Distribution Amount, (Y) the portion of the amounts described in
clauses (ii)(b) and (c) of the definition of Subordinate Principal Distribution
Amount allocable to such Class pursuant to Section 4.01(II)(b)(2) below and
(Z)
the excess, if any, of the amount required to be distributed to such Class
pursuant to this Section 4.01(II)(b)(1) for the immediately preceding
Distribution Date, over the aggregate distributions of principal made in respect
of such Class of Certificates on such immediately preceding Distribution Date
pursuant to Section 4.01 to the extent that any such excess is not attributable
to Realized Losses which were allocated to Group 2 Class B Certificates with
a
lower priority pursuant to Section 4.04.
(2) On
any
Distribution Date, the amounts described in clauses (ii)(b) and (c) of the
definition of Subordinate Principal Distribution Amount will be allocated on
a
pro
rata
basis
among the following Classes of Group 2 Class B Certificates (each, an “Eligible
Class”) in proportion to the respective outstanding Certificate Principal
Balances thereof: (i) the Class 2-B1 Certificates, (ii) the Class 2-B2
Certificates, if on such Distribution Date the
aggregate percentage interest in Collateral Pool 2 evidenced by the Class 2-B2
Certificates,
the
Class 2-B3 Certificates, the Class 2-B4 Certificates, the Class 2-B5
Certificates and the Class 2-B6 Certificates equals or exceeds 3.30% before
giving effect to distributions on such Distribution Date, (iii) the Class 2-B3
Certificates, if on such Distribution Date the aggregate percentage interest
in
Collateral Pool 2 evidenced by the Class 2-B3 Certificates, the Class 2-B4
Certificates, the Class 2-B5 Certificates and the Class 2-B6 Certificates equals
or exceeds 2.20% before giving effect to distributions on such Distribution
Date, (iv) the Class 2-B4 Certificates, if on such Distribution Date the
aggregate percentage interest in Collateral Pool 2 evidenced by the Class 2-B4
Certificates, the Class 2-B5 Certificates and the Class 2-B6 Certificates equals
or exceeds 1.50% before giving effect to distributions on such Distribution
Date, (v) the Class 2-B5 Certificates, if on such Distribution Date the
aggregate percentage interest in Collateral Pool 2 evidenced by the Class 2-B5
Certificates and the Class 2-B6 Certificates equals or exceeds 0.50% before
giving effect to distributions on such Distribution Date and (vi) the Class
2-B6
Certificates, if on such Distribution Date the percentage interest in Collateral
Pool 2 evidenced by the Class 2-B6 Certificates equals or exceeds 0.25% before
giving effect to distributions on such Distribution Date. If any of the
foregoing Certificates is not an Eligible Class, any amounts allocable to
principal and distributable pursuant to this Section 4.01(II)(b)(2) will be
distributed among the Certificates that are Eligible Classes in the manner
set
forth above.
Notwithstanding
the foregoing, if the application of the foregoing on any Distribution Date
as
provided in Section 4.01 would result in a distribution in respect of principal
to any Class or Classes of Group 2 Class B Certificates in an amount greater
than the remaining Certificate Principal Balance thereof (any such Class, a
“Maturing Class”) then: (a) the amount to be allocated to each Maturing Class
shall be reduced to a level that, when applied as described above, would exactly
reduce the Certificate Principal Balance of such Class to zero and (b) the
total
amount of the reduction in the amount to be allocated to the Maturing Class
or
Classes shall be allocated among the remaining related Eligible Classes on
a
pro
rata
basis in
proportion to the respective outstanding Certificate Principal Balances thereof
prior to the allocation thereto of any of the amounts described in the preceding
sentence.
III.
(a)
All
distributions made with respect to each Class of Certificates on each
Distribution Date shall be allocated pro
rata
among
the outstanding Certificates in such Class based on their respective Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date will be made to the Holders of the respective Class of record
on the related Record Date (except as otherwise provided in Section 4.01(III)(c)
or Section 9.01 respecting the final distribution on such Class), based on
the
aggregate Percentage Interest represented by their respective Certificates,
and
shall be made by wire transfer of immediately available funds to the account
of
any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Paying Agent in writing
at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date and with respect to any Class of Certificates other than
the
Residual Certificates is the registered owner of Certificates having an initial
aggregate Certificate Principal Balance that is in excess of the lesser of
(i)
$5,000,000 or (ii) two-thirds of the initial Certificate Principal Balance
of
such Class of Certificates, or otherwise by check mailed by first class mail
to
the address of such Holder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the Corporate Trust Office
of
the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.
Each
distribution with respect to a Book-Entry Certificate shall be paid to the
Depository, as Holder thereof, and the Depository shall be responsible for
crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent, the Depositor or the Master Servicer shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable
law.
(b) The
rights of the Certificateholders to receive distributions in respect of the
Certificates, and all interests of the Certificateholders in such distributions,
shall be as set forth in this Agreement. None of the Holders of any Class of
Certificates, the Depositor, the Trustee, the Trust Administrator, the
Authenticating Agent, the Paying Agent, the Certificate Registrar or the Master
Servicer shall in any way be responsible or liable to the Holders of any other
Class of Certificates in respect of amounts properly previously distributed
on
the Certificates.
(c) Except
as
otherwise provided in Section 9.01, whenever the Trust Administrator expects
that the final distribution with respect to any Class of Certificates will
be
made on the next Distribution Date, the Trust Administrator shall so timely
advise the Paying Agent and the Paying Agent shall, no later than five days
after the latest related Determination Date, mail on such date to each Holder
of
such Class of Certificates a notice to the effect that:
(i) the
Paying Agent expects that the final distribution with respect to such Class
of
Certificates will be made on such Distribution Date, but only upon presentation
and surrender of such Certificates at the office of the Certificate Registrar
therein specified,
(ii) no
interest shall accrue on such Certificates from and after the end of the related
Interest Accrual Period, and
any
funds
not distributed to any Holder or Holders of Certificates of such Class on such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust by the
Paying Agent and credited to the account of the appropriate non-tendering Holder
or Holders. If any Certificates as to which notice has been given pursuant
to
this Section 4.01(III)(c) shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Paying Agent
shall mail a second notice to the remaining non-tendering Certificateholders
to
surrender their Certificates for cancellation in order to receive the final
distribution with respect thereto. If within one year after the second notice
all such Certificates shall not have been surrendered for cancellation, the
Paying Agent shall, directly or through an agent, mail a final notice to
remaining non-tendering Certificateholders concerning surrender of their
Certificates and shall continue to hold any remaining funds for the benefit
of
non-tendering Certificateholders. The costs and expenses of maintaining the
funds in trust and of contacting such Certificateholders shall be paid out
of
the assets remaining in such trust fund. If within one year after the final
notice any such Certificates shall not have been surrendered for cancellation,
the Paying Agent shall pay to the Citigroup Global Markets Inc. all such
amounts, and all rights of non-tendering Certificateholders in or to such
amounts shall thereupon cease. No interest shall accrue or be payable to any
Certificateholder on any amount held in trust by the Paying Agent as a result
of
such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(III)(c).
| SECTION 4.02 |
Statements
to Certificateholders.
|
On
each
Distribution Date, the Trust Administrator shall prepare and make available
to
the Paying Agent, and the Paying Agent shall make available on its website
to
each Holder of the Regular Certificates, a statement as to the distributions
made on such Distribution Date setting forth:
(i) the
amount of the distribution made on such Distribution Date to the Holders of
Certificates of each such Class allocable to principal;
(ii) the
amount of the distribution made on such Distribution Date to the Holders of
Certificates of each such Class allocable to interest;
(iii) with
respect to each Collateral Pool, the aggregate amount of servicing compensation
received by the Master Servicer for the related Due Period, the fees paid to
the
Credit Risk Manager for the related Due Period and such other customary
information as the Trust Administrator deems necessary or desirable, or which
a
Certificateholder reasonably requests, to enable Certificateholders to prepare
their tax returns;
(iv) with
respect to each Collateral Pool, the aggregate amount of P&I Advances for
such Distribution Date;
(v) with
respect to each Collateral Pool, the aggregate Stated Principal Balance of
the
related Mortgage Loans and any related REO Properties at the close of business
on such Distribution Date;
(vi) with
respect to each Collateral Pool, the number, aggregate principal balance,
weighted average remaining term to maturity and weighted average Mortgage Rate
of the related Mortgage Loans as of the related Due Date;
(vii) with
respect to each Collateral Pool, the number and aggregate unpaid principal
balance of related Mortgage Loans that are (a) delinquent 30 to 59 days, (b)
delinquent 60 to 89 days, (c) delinquent 90 or more days in each case, as of
the
last day of the preceding calendar month, (d) as to which foreclosure
proceedings have been commenced and (e) with respect to which the related
Mortgagor has filed for protection under applicable bankruptcy laws, with
respect to whom bankruptcy proceedings are pending or with respect to whom
bankruptcy protection is in force (such delinquencies for all purposes in this
Agreement as calculated using the MBA method);
(viii) with
respect to each Collateral Pool, for any related Mortgage Loan that became
an
REO Property during the preceding calendar month, the unpaid principal balance
and the Stated Principal Balance of such Mortgage Loan as of the date it became
an REO Property;
(ix) with
respect to each Collateral Pool, the book value and the Stated Principal Balance
of any related REO Property as of the close of business on the last Business
Day
of the calendar month preceding the Distribution Date;
(x) with
respect to each Collateral Pool, the aggregate amount of Principal Prepayments
made during the related Prepayment Period;
(xi) with
respect to each Collateral Pool, the aggregate amount of Realized Losses
incurred during the related Prepayment Period (or, in the case of Bankruptcy
Losses allocable to interest, during the related Due Period), the aggregate
amount of Realized Losses incurred since the Cut-off Date and the aggregate
amount of Subsequent Recoveries received during the Prepayment Period and the
cumulative amount of Subsequent Recoveries received since the Cut-off Date,
in
each case separately identifying whether such Realized Losses constituted Fraud
Losses, Special Hazard Losses or Bankruptcy Losses, if applicable;
(xii) with
respect to each Collateral Pool, the aggregate amount of Extraordinary Trust
Fund Expenses withdrawn from the Collection Account or the Distribution Account
for such Distribution Date and to whom such Extraordinary Trust Expenses were
paid and for what purpose;
(xiii) the
aggregate Certificate Principal Balance or Notional Amount, as applicable,
of
each such Class of Certificates immediately prior to such Distribution Date
and
after giving effect to the distributions, and allocations of Realized Losses
and
Extraordinary Trust Fund Expenses made on such Distribution Date, separately
identifying any reduction thereof due to allocations of Realized Losses and
Extraordinary Trust Fund Expenses;
(xiv) with
respect to each Collateral Pool, the aggregate Servicing Fees accrued with
respect to the servicing of the Mortgage Loans in such Collateral Pool during
such calendar month;
(xv) the
Pass-Through Rate Amount in respect of each such Class of Certificates for
such
Distribution Date and the Interest Distribution Amount in respect of each such
Class of Certificates for
such
Distribution Date and the respective portions thereof, if any, remaining unpaid
following the distributions made in respect of such Certificates on such
Distribution Date;
(xvi) with
respect to each Collateral Pool, the aggregate amount of any Prepayment Interest
Shortfalls for such Distribution Date, to the extent not covered by payments
by
the Master Servicer pursuant to Section 3.24;
(xvii) with
respect to each Collateral Pool, the aggregate amount of Relief Act Interest
Shortfalls for such Distribution Date;
(xviii) with
respect to Collateral Pool 2, the then-applicable Bankruptcy Amount, Fraud
Loss
Amount, and Special Hazard Amount;
(xix) with
respect to each Collateral Pool, the applicable Record Date for each Class
for
such Distribution Date;
(xx) with
respect to each Collateral Pool, for any related Mortgage Loan as to which
foreclosure proceedings have been concluded, the unpaid principal balance of
such Mortgage Loan as of the date of such conclusion of foreclosure
proceedings;
(xxi) with
respect to each Collateral Pool, for related Mortgage Loans as to which a Final
Liquidation has occurred, the number of Mortgage Loans, the unpaid principal
balance of such Mortgage Loans as of the date of such Final Liquidation and
the
amount of proceeds (including Liquidation Proceeds and Insurance Proceeds)
collected in respect of such Mortgage Loans;
(xxii) if
applicable, material modifications, extensions or waivers to mortgage loan
terms, fees, penalties or payments during the preceding calendar month or that
have become material over time;
(xxiii) whether
related Realized Losses or delinquencies are at levels such as to prevent
scheduled declines in the Group 2 Senior Prepayment Percentage;
(xxiv) with
respect to Collateral Pool 1, deposits, if any, made into and payments, if
any,
made from, each of the Net WAC Rate Carryover Reserve Account and the Cap
Account and the amount distributed to the Group 1 Offered Certificates from
such
payments from each such account;
(xxv) with
respect to Collateral Pool 1, the Net Monthly Excess Cashflow, the
Overcollateralization Target Amount, the Overcollateralized Amount, the
Overcollateralization Reduction Amount, the Overcollateralization Increase
Amount and the Credit Enhancement Percentage;
(xxvi) with
respect to Collateral Pool 1, whether a Stepdown Date or Group 1 Trigger Event
is in effect, and with respect to Collateral Pool 2, whether Realized Losses
on
the Group 2 Mortgage Loans to date are less than the applicable Trigger Amount;
(xxvii) with
respect to each Collateral Pool, the total cashflows received and the general
sources thereof; and
(xxviii) whether
any material breaches of loan-level representations and warranties made by
the
Seller under the Mortgage Loan Purchase Agreement have been discovered by or
reported to the Master Servicer, and the dollar amount of any repurchases or
substitutions in connection with any such breaches.
In
the
case of information furnished pursuant to subclauses (i) through (iii) above,
the amounts shall also be expressed as a dollar amount per Single Certificate
of
the relevant Class.
Within
a
reasonable period of time after the end of each calendar year, the Paying Agent
shall forward to each Person (with a copy to the Trust Administrator and the
Trustee) who at any time during the calendar year was a Holder of a Regular
Certificate a statement containing the information set forth in subclauses
(i)
through (iii) above, aggregated for such calendar year or applicable portion
thereof during which such person was a Certificateholder. Such obligation of
the
Paying Agent shall be deemed to have been satisfied to the extent that
substantially comparable information shall be prepared by the Trust
Administrator and provided by the Paying Agent pursuant to any requirements
of
the Code as from time to time are in force.
On
each
Distribution Date, the Paying Agent shall make available to the Depositor,
each
Holder of a Residual Certificate, the Trust Administrator, the Credit Risk
Manager and the Master Servicer, a copy of the reports forwarded to the Regular
Certificateholders on such Distribution Date and a statement setting forth
the
amounts, if any, actually distributed with respect to the Residual Certificates,
respectively, on such Distribution Date.
Within
a
reasonable period of time after the end of each calendar year, the Paying Agent
shall forward to each Person (with a copy to the Trust Administrator and the
Trustee) who at any time during the calendar year was a Holder of a Residual
Certificate a statement setting forth the amount, if any, actually distributed
with respect to the Residual Certificates, as appropriate, aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Paying Agent shall be deemed to have
been satisfied to the extent that substantially comparable information shall
be
prepared by the Trust Administrator and furnished by the Paying Agent to such
Holders pursuant to the rules and regulations of the Code as are in force from
time to time.
Upon
request, the Paying Agent shall forward to each Certificateholder, during the
term of this Agreement, such periodic, special, or other reports or information,
whether or not provided for herein, as shall be reasonable with respect to
the
Certificateholder, or otherwise with respect to the purposes of this Agreement,
all such reports or information to be provided at the expense of the
Certificateholder in accordance with such reasonable and explicit instructions
and directions as the Certificateholder may provide. For purposes of this
Section 4.02, the Paying Agent’s duties are limited to the extent that the
Paying Agent receives timely reports as required from the Trust Administrator
and the Master Servicer and that the Trust Administrator receives timely reports
as required from the Master Servicer.
On
each
Distribution Date, the Trust Administrator shall provide Bloomberg Financial
Markets, L.P. (“Bloomberg”) (1) CUSIP level factors for each class of
Certificates as of such Distribution Date and (2) the number and aggregate
unpaid principal balance of Mortgage Loans that are (a) delinquent 30 to 59
days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in each
case,
as of the last day of the preceding calendar month, (d) as to which foreclosure
proceedings have been commenced and (e) with respect to which the related
Mortgagor has filed for protection under applicable bankruptcy laws, with
respect to whom bankruptcy proceedings are pending or with respect to whom
bankruptcy protection is in force, in each case using a format and media
mutually acceptable to the Trust Administrator and Bloomberg.
At
the
request of and at the expense of the Class 1-CE Certificateholder, the Master
Servicer shall make available any loan-level information with respect to the
Group 1 Mortgage Loans in the possession of the Master Servicer from time to
time, at such times and in such format as the Master Servicer and such Holder
may agree.
| SECTION 4.03 |
Remittance
Reports; P&I Advances.
|
(a) On
the
second Business Day prior to the related Distribution Date, the Master Servicer
shall deliver to the Trust Administrator, the Paying Agent, the Credit Risk
Manager and the Trustee by telecopy (or by such other means as the Master
Servicer, the Paying Agent and the Trust Administrator and the Trustee may
agree
from time to time) a Remittance Report with respect to the related Distribution
Date. Such Remittance Report will include (i) the amount of P&I Advances to
be made by the Master Servicer in respect of the related Distribution Date,
the
aggregate amount of P&I Advances outstanding after giving effect to such
P&I Advances, and the aggregate amount of Nonrecoverable P&I Advances in
respect of such Distribution Date and (ii) such other information with respect
to the Mortgage Loans as the Trust Administrator or the Paying Agent may
reasonably require to perform the calculations necessary for the Paying Agent
to
make the distributions contemplated by Section 4.01 and for the Trust
Administrator to prepare the statements to Certificateholders contemplated
by
Section 4.02; provided, however, that if the Master Servicer is not the Trust
Administrator, the Master Servicer will forward to the successor Trust
Administrator the information set forth in clause (i) above on the next Business
Day following the latest related Determination Date and the information set
forth in clause (ii) above on the fifth Business Day following the last day
of
the related calendar month. Neither the Trustee, the Paying Agent nor the Trust
Administrator shall be responsible to recompute, recalculate or verify any
information provided to it by the Master Servicer.
(b) The
amount of P&I Advances to be made by the Master Servicer for any
Distribution Date shall equal, subject to Section 4.03(d), the sum of (i) the
aggregate amount of Monthly Payments (with each interest portion thereof net
of
the related Servicing Fee), due on the related Due Date in respect of the
Mortgage Loans, which Monthly Payments were delinquent as of the close of
business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which such REO Property an REO Disposition did
not
occur during the related Prepayment Period, an amount equal to the Monthly
Payments (with each interest portion thereof net of the related Servicing Fee)
that would have been due on the related Due Date in respect of the related
Mortgage Loans.
On
or
before 12:00 p.m. New York time on the Master Servicer Remittance Date, the
Master Servicer shall remit in immediately available funds to the Paying Agent
for deposit in the Distribution Account an amount equal to the aggregate amount
of P&I Advances, if any, to be made in respect of the Mortgage Loans and REO
Properties for the related Distribution Date either (i) from its own funds
or,
if received from a Sub-Servicer, from funds remitted by a Sub-Servicer in
payment of required P&I Advances or (ii) from the Collection Account, to the
extent of funds held therein for future distribution (in which case, it will
cause to be made an appropriate entry in the records of Collection Account
that
amounts held for future distribution have been, as permitted by this Section
4.03, used by the Master Servicer in discharge of any such P&I Advance) or
(iii) in the form of any combination of (i) and (ii) aggregating the total
amount of P&I Advances to be made by the Master Servicer with respect to the
Mortgage Loans and REO Properties. Any amounts held for future distribution
and
so used shall be appropriately reflected in the Master Servicer’s records and
replaced by the Master Servicer by deposit in the Collection Account on or
before any future Master Servicer Remittance Date to the extent that the
Available Distribution Amount for the related Distribution Date (determined
without regard to P&I Advances to be made on the Master Servicer Remittance
Date) shall be less than the total amount that would be distributed to the
Classes of Certificateholders pursuant to Section 4.01 on such Distribution
Date
if such amounts held for future distributions had not been so used to make
P&I Advances. The Trust Administrator will provide notice to the Master
Servicer by telecopy by the close of business on the Master Servicer Remittance
Date in the event that the amount remitted by the Master Servicer to the Trust
Administrator on such Master Servicer Remittance Date is less than the P&I
Advances required to be made by the Master Servicer for the related Distribution
Date.
(c) The
obligation of the Master Servicer to make such P&I Advances is mandatory,
notwithstanding any other provision of this Agreement but subject to (d) below,
and, with respect to any Mortgage Loan or REO Property, shall continue until
a
Final Recovery Determination in connection therewith or the removal thereof
from
REMIC I-A or REMIC II-A pursuant to any applicable provision of this Agreement,
except as otherwise provided in this Section.
(d) Notwithstanding
anything herein to the contrary, no P&I Advance shall be required to be made
hereunder by the Master Servicer if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. The determination by the Master
Servicer that it has made a Nonrecoverable P&I Advance or that any proposed
P&I Advance, if made, would constitute a Nonrecoverable P&I Advance,
shall be evidenced by an Officers’ Certificate of the Master Servicer delivered
to the Depositor, the Trust Administrator, the Credit Risk Manager, the Paying
Agent and the Trustee.
(e) If
the
Master Servicer shall fail to make any P&I Advance on any Master Servicer
Remittance Date required to be made from its own funds pursuant to this Section
4.03, then the Paying Agent, by not later than 1:00 p.m. on the related
Distribution Date, shall make such P&I advance from its own funds by
depositing the amount of such advance into the Distribution Account, and the
Trust Administrator and the Paying Agent shall include the amount so advanced
by
the Paying Agent in the Available Distribution Amount distributed on such
Distribution Date.
| SECTION 4.04 |
Allocation
of Extraordinary Trust Fund Expenses and Realized
Losses.
|
I.
Group
1 Certificates
(a) Prior
to
each Distribution Date, the Master Servicer shall determine as to each Group
1
Mortgage Loan and REO Property: (i) the total amount of Realized Losses, if
any,
incurred in connection with any Final Recovery Determinations made during the
related Prepayment Period; (ii) whether and the extent to which such Realized
Losses constituted Bankruptcy Losses; and (iii) the respective portions of
such
Realized Losses allocable to interest and allocable to principal. Prior to
each
Distribution Date, the Master Servicer shall also determine as to each Group
1
Mortgage Loan: (A) the total amount of Realized Losses, if any, incurred in
connection with any Deficient Valuations made during the related Prepayment
Period; and (B) the total amount of Realized Losses, if any, incurred in
connection with Debt Service Reductions in respect of Monthly Payments due
during the related Due Period. The information described in the two preceding
sentences that is to be supplied by the Master Servicer shall be either included
in the related Remittance Report or evidenced by an Officers’ Certificate
delivered to the Trust Administrator, the Paying Agent and the Trustee by the
Master Servicer prior to the Determination Date immediately following the end
of
(x) in the case of Bankruptcy Losses allocable to interest, the Due Period
during which any such Realized Loss was incurred, and (y) in the case of all
other Realized Losses, the Prepayment Period during which any such Realized
Loss
was incurred.
(b) Following
all distributions to be made pursuant to Section 4.01 on a Distribution Date,
all Realized Losses on the Group 1 Mortgage Loans determined by the Master
Servicer as described in Section 4.04(I)(a) above shall be allocated on each
Distribution Date as follows: first, to the Interest Distribution Amount for
the
Class 1-CE Certificates for the related Interest Accrual Period; second, to
payments received under the Interest Rate Cap Agreement; third, to the Class
1-CE Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; fourth, to each class of Group 1 Mezzanine Certificates in
reverse numerical order until the Certificate Principal Balance thereof has
been
reduced to zero.
All
Realized Losses to be allocated to the Certificate Principal Balances of all
Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above
to
the Certificate Principal Balance of any Class of Certificates shall be to
the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each
case
to be allocated to such Class of Certificates, on such Distribution
Date.
Any
allocation of Realized Losses to a Group 1 Mezzanine Certificate on any
Distribution Date shall be made by reducing the Certificate Principal Balance
thereof by the amount so allocated and any allocation of Realized Losses to
a
Class 1-CE Certificates shall be made by reducing the amount otherwise payable
in respect thereof pursuant to Section 4.01(I)(a)(1)(C)(v). No allocations
of
any Realized Losses shall be made to the Certificate Principal Balances of
the
Group 1 Class A Certificates.
(c)
All
Realized Losses on the Collateral Pool 1 Mortgage Loans shall be allocated
by
the Trust Administrator on each Distribution Date to the following REMIC I-A
Regular Interests in the specified percentages, as follows: first, to
Uncertificated Interest payable to the REMIC I-A Regular Interest LT-AA and
REMIC I-A Regular Interest LT-ZZ up to an aggregate amount equal to the REMIC
I-A Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Balances of the REMIC I-A Regular Interest LT-AA and REMIC I-A
Regular Interest LT-ZZ up to an aggregate amount equal to the REMIC I-A
Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
Uncertificated Balances of REMIC I-A Regular Interest LT-AA, REMIC I-A Regular
Interest LT-1M4 and REMIC I-A Regular Interest LT-ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I-A Regular Interest
LT-1M4 has been reduced to zero; fourth, to the Uncertificated Balances of
REMIC
I-A Regular Interest LT-AA, REMIC I-A Regular Interest LT-1M3 and REMIC I-A
Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC I-A Regular Interest LT-1M3 has been reduced to zero; fifth,
to
the Uncertificated Balances of REMIC I-A Regular Interest LT-AA, REMIC I-A
Regular Interest LT-1M2 and REMIC I-A Regular Interest LT-ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I-A Regular Interest
LT-1M2 has been reduced to zero; and sixth, to the Uncertificated Balances
of
REMIC I-A Regular Interest LT-AA, REMIC I-A Regular Interest LT-1M1 and REMIC
I-A Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I-A Regular Interest LT-1M1 has been reduced
to
zero
II.
Group
2 Certificates
(a) Prior
to
each Distribution Date, the Master Servicer shall determine as to each Group
2
Mortgage Loan and REO Property: (i) the total amount of Realized Losses, if
any,
incurred in connection with any Final Recovery Determinations made during the
related Prepayment Period; (ii) whether and the extent to which such Realized
Losses constituted Fraud Losses or Special Hazard Losses; and (iii) the
respective portions of such Realized Losses allocable to interest and allocable
to principal. Prior to each Distribution Date, the Master Servicer shall also
determine as to each Group 2 Mortgage Loan: (A) the total amount of Realized
Losses, if any, incurred in connection with any Deficient Valuations made during
the related Prepayment Period; and (B) the total amount of Realized Losses,
if
any, incurred in connection with Debt Service Reductions in respect of Monthly
Payments due during the related Due Period. The information described in the
two
preceding sentences that is to be supplied by the Master Servicer shall be
evidenced by an Officers’ Certificate delivered to the Trust Administrator, the
Paying Agent and the Trustee by the Master Servicer prior to the Determination
Date immediately following the end of (x) in the case of Bankruptcy Losses
allocable to interest, the Due Period during which any such Realized Loss was
incurred, and (y) in the case of all other Realized Losses, the Prepayment
Period during which any such Realized Loss was incurred.
(b) Following
all distributions to be made pursuant to Section 4.01 on a Distribution Date,
all Realized Losses on the Group 2 Mortgage Loans determined by the Master
Servicer as described in Section 4.04(II)(a) above (other than Excess Losses)
shall be allocated on each Distribution Date in reverse sequential order to
the
Group 2 Class B Certificates, in each case until the Certificate Principal
Balance thereof has been reduced to zero.
Thereafter,
with respect to Collateral Pool 2, upon the reduction of the Certificate
Principal Balances of the Group 2 Class B Certificates to zero, all such
Realized Losses on the Group 2 Mortgage Loans (other than Excess Losses) shall
be allocated on any Distribution Date to the Class 2-A Certificates.
Excess
Losses on the Group 2 Mortgage Loans incurred during any Prepayment Period
will
be allocated on the related Distribution Date by allocating (i) the Group 2
Senior Percentage of the Excess Loss to the Class 2-A Certificates and (ii)
the
Group 2 Subordinate Percentage of the Excess Loss to the Group 2 Class B
Certificates on a pro
rata
basis.
Any
Extraordinary Trust Fund Expenses relating to Collateral Pool 2 will be
allocated on any Distribution Date as follows: first, to the Class 2-B6
Certificates; second, to the Class 2-B5 Certificates; third, to the Class 2-B4
Certificates; fourth, to the Class 2-B3 Certificates; fifth, to the Class 2-B2
Certificates; and sixth, to the Class 2-B1 Certificates, in each case until
the
Certificate Principal Balance of such Class has been reduced to zero.
Thereafter, any such Extraordinary Trust Fund Expenses relating to Collateral
Pool 2 will be allocated on any Distribution Date to the Class 2-A
Certificates.
Notwithstanding
the method of allocation of Realized Losses and Extraordinary Trust Fund
Expenses above, if any overcollateralization exists when Realized Losses or
Extraordinary Trust Fund Expenses are to be allocated, such Realized Losses
or
Extraordinary Trust Fund Expenses will be allocated first to the
overcollateralization, until the overcollateralization is reduced to zero,
prior
to allocating such Realized Losses or Extraordinary Trust Fund Expenses to
the
Certificates in accordance with the priorities set forth above.
As
used
herein, an allocation of a Realized Loss or Extraordinary Trust Fund Expense
on
a “pro
rata
basis”
among two or more specified Classes of Certificates means an allocation on
a
pro
rata
basis,
among the various Classes so specified, to each such Class of Certificates
on
the basis of their then outstanding Certificate Principal Balances prior to
giving effect to distributions to be made on such Distribution Date. All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby. Any allocation of a Realized
Loss
of Extraordinary Trust Fund Expense to a Certificate shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated as of
the
Distribution Date following the Prepayment Period in which such Realized Loss
was incurred.
(c) Notwithstanding
anything to the contrary herein, in no event shall the Certificate Principal
Balance of a Group 2 Class A Certificate be reduced more than once in respect
of
any particular amount both (i) allocable to such Certificate in respect of
Realized Losses or Extraordinary Trust Fund Expenses pursuant to Section 4.04
and (ii) payable to the Holder of such Certificate pursuant to Section
4.01(II)(a) as a portion of the Group 2 Senior Principal Distribution
Amount.
Realized
Losses on Collateral Pool 2 shall be applied to the REMIC II-A Regular Interests
in the same manner and priority as such Realized Losses are applied to the
Corresponding Certificates.
| SECTION 4.05 |
Compliance
with Withholding Requirements.
|
Notwithstanding
any other provision of this Agreement, the Paying Agent shall comply with all
federal withholding requirements respecting payments to Certificateholders
of
interest or original issue discount that the Paying Agent reasonably believes
are applicable under the Code. The consent of Certificateholders shall not
be
required for such withholding. In the event the Paying Agent does withhold
any
amount from interest or original issue discount payments or advances thereof
to
any Certificateholder pursuant to federal withholding requirements, the Paying
Agent shall indicate the amount withheld to such
Certificateholders.
| SECTION 4.06 |
Commission
Reporting.
|
(a) (i)
Within 15 calendar days after each Distribution Date, the Trust Administrator
shall, in accordance with industry standards, file with the Commission via
the
Electronic Data Gathering and Retrieval System (“XXXXX”), a distribution report
on Form 10-D, signed by the Master Servicer, with a copy of the monthly
statement to be furnished by the Trust Administrator to the Certificateholders
for such Distribution Date. Any disclosure in addition to the monthly statement
required to be included on the Form 10-D (“Additional Form 10-D Disclosure”)
shall be determined and prepared by the entity that is indicated in Exhibit
B as
the responsible party for providing that information, and shall be reported
by
such entity to the Depositor and the Trust Administrator and approved by the
Depositor. The
Trust
Administrator shall have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-D Disclosure absent such reporting
(other than in the case where the Trust Administrator is the reporting party
as
set forth in Exhibit B) and approval,
and the
Trust Administrator will have no duty or liability to verify the accuracy or
sufficiency of any such Additional Form 10-D Disclosure (except in any case
where the Trust Administrator is the responsible party for providing that
information pursuant to Exhibit B).
Within
5
calendar days after the related Distribution Date (or if not a Business Day,
the
immediately preceding Business Day), each entity that is indicated in Exhibit
B
as the responsible party for providing Additional Form 10-D Disclosure shall
be
required to provide to the Trust Administrator and the Depositor, to the extent
known, in XXXXX-compatible format, or in such other form as otherwise agreed
upon by the Trust Administrator and the Depositor and such party, and clearly
identifying which item of Form 10-D the information relates to, any Additional
Form 10-D Disclosure, if applicable. The Trust Administrator shall compile
the
information provided to it, prepare the Form 10-D and forward the Form 10-D
to
the Depositor. The Depositor will approve, as to form and substance, or
disapprove, as the case may be, the Additional Form 10-D Disclosure.
After
preparing the Form 10-D, the Trust Administrator shall forward electronically
a
copy of the Form 10-D to the Depositor (in every case where the Form 10-D
includes Additional 10-D Disclosure and otherwise if requested by the Depositor)
and the Master Servicer for review. Within two Business Days after receipt
of
such copy, but no later than the 12th calendar day after the Distribution Date
(provided that, the Trust Administrator shall have forwarded a copy of the
Form
10-D no later than the 10th calendar after the Distribution Date), the Depositor
shall notify the Trust Administrator in writing (which may be furnished
electronically) of any changes to or approval of such Form 10-D. In the absence
of receipt of any written changes or approval, the Trust Administrator shall
be
entitled to assume that such Form 10-D is in final form and the Trust
Administrator may proceed with arrangements for the execution of, and filing
of,
the Form 10-D. No later than 2 Business Days prior to the 15th calendar day
after the related Distribution Date, a duly authorized officer of the Master
Servicer shall sign the Form 10-D and return an electronic or fax copy of such
signed Form 10-D (with an original executed hard copy to follow by overnight
mail) to the Trust Administrator. If a Form 10-D cannot be filed on time or
if a
previously filed Form 10-D needs to be amended, the Trust Administrator shall
follow the procedures set forth in Section 4.06(a)(v). Once the Form 10-D has
been filed with the Commission it will be available through XXXXX at
xxx.xxx.xxx. The Trust Administrator will provide copies of the report to
investors, free of charge, upon request. The parties to this Agreement
acknowledge that the performance by the Master Servicer and the Trust
Administrator of their respective duties under Sections 4.06(a)(i) and (v)
related to the timely preparation, execution and filing of Form 10-D is
contingent upon such parties strictly observing all applicable deadlines in
the
performance of their duties under such Sections. Neither the Master Servicer
nor
the Trust Administrator shall have any liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 10-D, where such failure results from the Master
Servicer’s or the Trust Administrator’s inability or failure to receive, on a
timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 10-D, not resulting from its own
negligence, bad faith or willful misconduct.
(ii) Within
4
Business Days after the occurrence of an event requiring disclosure on Form
8-K
(each such event, a “Reportable Event”), the Trust Administrator shall prepare
and file, at the direction of the Depositor, on behalf of the Trust, any Form
8-K, as required by the Exchange Act; provided that, the Depositor shall file
the initial Form 8-K in connection with the issuance of the Certificates. Any
disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall
be, pursuant to the paragraph immediately below, reported by the responsible
parties set forth on Exhibit B to the Trust Administrator and the Depositor
and
approved by the Depositor, and the Trust Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Form 8-K absent
such reporting (other than in the case where the Trust Administrator is the
reporting party as set forth in Exhibit B) and approval.
For
so
long as the Trust is subject to the Exchange Act reporting requirements, no
later than 5:00 p.m. New York City time on the 2nd Business Day after the
occurrence of a Reportable Event (i) the responsible parties set forth in
Exhibit B shall be required pursuant to Section 4.06(a)(iv) below to provide
to
the Trust Administrator and the Depositor, to the extent known by a responsible
officer thereof, in XXXXX-compatible format, or in such other form as otherwise
agreed upon by the Trust Administrator and the Depositor and such party, the
form and substance of any Form 8-K Disclosure Information, if applicable, and
(ii) the Depositor shall approve, as to form and substance, or disapprove,
as
the case may be, the inclusion of the Form 8-K Disclosure Information on Form
8-K.
After
preparing the Form 8-K, the Trust Administrator shall forward electronically
a
copy of the Form 8-K to the Depositor and the Master Servicer for review. No
later than the close of business New York City time on the 3rd Business Day
after the Reportable Event, an officer of the Master Servicer shall sign the
Form 8-K and, return an electronic or fax copy of such signed Form 8-K (with
an
original executed hard copy to follow by overnight mail) to the Trust
Administrator. Promptly, but no later than the close of business on the 3rd
Business Day after the Reportable Event (provided that, the Trust Administrator
shall have forwarded a copy of the Form 8-K no later than the 2nd Business
Day
after the Reportable Event), the Depositor shall notify the Trust Administrator
in writing (which may be furnished electronically) of any changes to or approval
of such Form 8-K. In the absence of receipt of any written changes or approval,
the Trust Administrator shall be entitled to assume that such Form 8-K is in
final form and the Trust Administrator may proceed with arrangements for the
execution of, and filing of, the Form 8-K. If a Form 8-K cannot be filed on
time
or if a previously filed Form 8-K needs to be amended, the Trust Administrator
shall follow the procedures set forth in Section 4.06(a)(v). Once the Form
8-K
has been filed with the Commission it will be available through XXXXX at
xxx.xxx.xxx. The Trust Administrator will provide copies of the report to
investors, free of charge, upon request. The parties to this Agreement
acknowledge that the performance by Master Servicer and the Trust Administrator
of their respective duties under this Section 4.06(a)(ii) related to the timely
preparation, execution and filing of Form 8-K is contingent upon such parties
strictly observing all applicable deadlines in the performance of their duties
under this Section 4.06(a)(ii). Neither the Master Servicer nor the Trust
Administrator shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 8-K, where such failure results from the Master
Servicer’s or the Trust Administrator’s inability or failure to receive, on a
timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.
(iii) Within
90
days after the end of each fiscal year of the Trust or such earlier date as
may
be required by the Exchange Act (the “10-K Filing Deadline”) (it being
understood that the fiscal year for the Trust ends on December 31st of each
year), commencing in March 2007, the Trust Administrator shall prepare and
file
on behalf of the Trust a Form 10-K, in form and substance as required by the
Exchange Act. Each such Form 10-K shall include the following items, in each
case to the extent they have been delivered to the Trust Administrator within
the applicable time frames set forth in this Agreement, (I) an Annual Statement
of Compliance for the Master Servicer and any Sub-servicer, as provided under
Section 3.20, (II)(A) the Assessments of Compliance for the Master Servicer,
each Sub-servicer and subcontractor participating in the servicing function,
the
Trust Administrator, the Paying Agent and the Custodian, as provided under
Section 3.21, and (B) if the Master Servicer’s, any Sub-servicer’s or
subcontractor’s participating in the servicing function, the Trust
Administrator’s, the Paying Agent’s or the Custodian’s Assessments of Compliance
identifies any material instance of noncompliance, disclosure identifying such
instance of noncompliance, or if the Master Servicer’s, any Sub-servicer’s or
subcontractor’s participating in the servicing function, the Trust
Administrator’s, the Paying Agent’s or the Custodian’s Assessments of Compliance
is not included as an exhibit to such Form 10-K, disclosure that such report
is
not included and an explanation why such report is not included, (III)(A) the
Attestation Report for the Master Servicer, each Sub-servicer and subcontractor
participating in the servicing function, the Trust Administrator, the Paying
Agent and the Custodian, as provided under Section 3.21, and (B) if any
Attestation Report rendered as contemplated under Section 3.21 identifies any
material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such Attestation Report is not included as an exhibit
to such Form 10-K, disclosure that such report is not included and an
explanation why such report is not included, and (IV) a Master Servicer
Certification in the form prescribed by Exhibit H (provided, however, that
the
Trust Administrator, at its discretion, may omit from the Form 10-K any annual
compliance statement, assessment of compliance or attestation report that is
not
required to be filed with such Form 10-K pursuant to Regulation AB). Any
disclosure or information in addition to (I) through (IV) above that is required
to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be,
pursuant to the paragraph immediately below, reported by the responsible parties
set forth on Exhibit B to the Trust Administrator and the Depositor and approved
by the Depositor, and the Trust Administrator will have no duty or liability
for
any failure hereunder to determine or prepare any Additional Form 10-K
Disclosure absent such reporting (other than in the case where the Trust
Administrator is the reporting party as set forth in Exhibit B) and
approval.
No
later
than March 15th of each year that the Trust is subject to the Exchange Act
reporting requirements, commencing in 2007, (A) the responsible parties set
forth in Exhibit B shall be required to provide pursuant to Section 4.06(a)(iv)
below to the Trust Administrator and the Depositor, to the extent known by
a
responsible officer thereof, in XXXXX-compatible format, or in such other form
as otherwise agreed upon by the Trust Administrator and the Depositor and such
party, the form and substance of any Additional Form 10-K Disclosure, if
applicable, and (ii) the Depositor will approve, as to form and substance,
or
disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K.
After
preparing the Form 10-K, the Trust Administrator shall forward electronically
a
copy of the Form 10-K to the Depositor and the Master Servicer for review.
Within 3 Business Days after receipt of such copy, but no later than March
25th
(provided that, the Trust Administrator forwards a copy of the Form 10-K no
later than the 3rd Business Day prior to March 25th), the Depositor shall notify
the Trust Administrator in writing (which may be furnished electronically)
of
any changes to or approval of such Form 10-K. In the absence of receipt of
any
written changes or approval, the Trust Administrator shall be entitled to assume
that such Form 10-K is in final form and the Trust Administrator may proceed
with the execution and filing of the Form 10-K. No later than 12:00 p.m. Eastern
Standard time on the 4th Business Day prior to the 10-K Filing Deadline, an
officer of the Master Servicer in charge of the master servicing function shall
sign the Form 10-K and return an electronic or fax copy of such signed Form
10-K
(with an original executed hard copy to follow by overnight mail) to the Trust
Administrator. If a Form 10-K cannot be filed on time or if a previously filed
Form 10-K needs to be amended, the Trust Administrator will follow the
procedures set forth in Section 4.06(a)(v). Once the Form 10-K has been filed
with the Commission it will be available through XXXXX at xxx.xxx.xxx. The
Trust
Administrator will provide copies of the report to investors, free of charge,
upon request. The parties to this Agreement acknowledge that the performance
by
the Master Servicer and the Trust Administrator of their respective duties
under
Sections 4.06(a)(iii) through (v) related to the timely preparation, execution
and filing of Form 10-K is contingent upon such parties strictly observing
all
applicable deadlines in the performance of their duties under such Sections
and
under Section 3.20 and Section 3.21. Neither the Master Servicer nor the Trust
Administrator shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 10-K, where such failure results from the Master
Servicer’s or the Trust Administrator’s inability or failure to receive, on a
timely basis, any information from any other party hereto needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own
negligence, bad faith or willful misconduct.
The
Master Servicer shall deliver the Master Servicer Certification, executed by
an
officer of the Master Servicer in charge of the master servicing function,
to
the Trust Administrator not later than March 15th of each year in which the
Trust is subject to the reporting requirements of the Exchange Act.
(b) In
connection with the filing of any 10-K hereunder, in the case where the Master
Servicer and Trust Administrator are not affiliated, the Trust Administrator
shall sign a Back-Up Certification substantially in the form of Exhibit I;
provided, however, that the Trust Administrator shall not be required to
undertake an analysis of any accountant’s report attached as an exhibit to the
Form 10-K.
(iv) With
respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
or any Form 8-K Disclosure Information (collectively, the “Additional
Disclosure”) relating to the Trust Fund, the Trust Administrator’s obligation to
include such Additional Disclosure in the applicable Exchange Act report is
subject to receipt from the entity that is indicated in Exhibit B as the
responsible party for providing that information, if other than the Trust
Administrator, as and when required as described in Section 4.06(a)(i) through
(iii) above. Each of the Master Servicer, Sponsor, Trust Administrator and
Depositor hereby agrees to notify and provide to the extent known to the Master
Servicer, the Sponsor, the Trust Administrator and the Depositor all Additional
Disclosure relating to the Trust Fund, with respect to which such party is
indicated in Exhibit B as the responsible party for providing that information.
So
long
as the Depositor is subject to the filing requirements of the Exchange Act
with
respect to the Trust Fund, the Trustee shall notify the Trust Administrator
and
the Depositor of any bankruptcy or receivership with respect to the Trustee
or
of any proceedings of the type described under Item 1117 of Regulation AB that
have occurred as of the related Due Period, together with a description thereof,
no later than the date on which such information is required of other parties
hereto as set forth under this Section 4.06. In addition, the Trustee shall
notify the Trust Administrator and the Depositor of any affiliations or
relationships that develop after the Closing Date between the Trustee and the
Depositor, the Sponsor, the Trust Administrator, the Master Servicer, the
Servicer or the Custodian of the type described under Item 1119 of Regulation
AB, together with a description thereof, no later than the date on which such
information is required of other parties hereto as set forth under this Section
4.06.
The
Master Servicer shall be responsible for determining the pool concentration
applicable to any Sub-Servicer to which any of the Master Servicer’s
responsibilities with respect to the Mortgage Loans have been delegated at
any
time, for purposes of disclosure as required by Items 1117 and 1119 of
Regulation AB. The Trust Administrator will provide electronic or paper copies
of all Form 10-D, 8-K and 10-K filings free of charge to any Certificateholder
upon written request. Any expenses incurred by the Trust Administrator in
connection with the previous sentence shall be reimbursable to the Trust
Administrator out of the Trust Fund.
(v) (A)On
or
prior to January 30th of the first year in which the Trust Administrator is
able
to do so under applicable law, the Trust Administrator shall prepare and file
a
Form 15 relating to the automatic suspension of reporting in respect of the
Trust under the Exchange Act.
(B) In
the
event that the Trust Administrator is unable to timely file with the Commission
all or any required portion of any Form 8-K, 10-D or 10-K required to be filed
by this Agreement because required disclosure information was either not
delivered to it or delivered to it after the delivery deadlines set forth in
this Agreement or for any other reason, the Trust Administrator shall promptly
notify the Depositor and the Master Servicer. In the case of Form 10-D and
10-K,
the Depositor, the Master Servicer and the Trust Administrator shall cooperate
to prepare and file a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant
to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Trust
Administrator will, upon receipt of all required Form 8-K Disclosure Information
and upon the approval and direction of the Depositor, include such disclosure
information on the next Form 10-D. In the event that any previously filed Form
8-K, 10-D or 10-K needs to be amended, and such amendment relates to any
Additional Disclosure, the Trust Administrator shall notify the Depositor and
the parties affected thereby and such parties will cooperate to prepare any
necessary Form 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment
to Form 8-K, 10-D or 10-K shall be signed by a duly authorized officer of the
Master Servicer. The parties hereto acknowledge that the performance by the
Master Servicer and the Trust Administrator of their respective duties under
this Section 4.06(a)(v) related to the timely preparation, execution and filing
of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is
contingent upon the Master Servicer and the Depositor timely performing their
duties under this Section. Neither the Master Servicer nor the Trust
Administrator shall have any liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, execute
and/or timely file any such Form 15, Form 12b-25 or any amendments to Form
8-K,
10-D or 10-K, where such failure results from the Master Servicer’s or the Trust
Administrator’s inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K,
not resulting from its own negligence, bad faith or willful
misconduct.
The
Depositor agrees to promptly furnish to the Trust Administrator, from time
to
time upon request, such further information, reports and financial statements
within its control related to this Agreement or the Mortgage Loans as the Trust
Administrator reasonably deems appropriate to prepare and file all necessary
reports with the Commission. The Trust Administrator shall have no
responsibility to file any items other than those specified in this Section
4.06; provided, however, the Trust Administrator shall cooperate with the
Depositor in connection with any additional filings with respect to the Trust
Fund as the Depositor deems necessary under the Exchange Act. Fees and expenses
incurred by the Trust Administrator in connection with this Section 4.06 shall
not be reimbursable from the Trust Fund.
(b) Without
limiting any other indemnification provided pursuant to any other Section of
this Agreement, the Trust Administrator shall indemnify and hold harmless,
the
Depositor and the Master Servicer and each of their respective officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the Trust
Administrator’s obligations under Sections 3.21 or 4.06 or the Trust
Administrator’s negligence, bad faith or willful misconduct in connection
therewith. In addition, the Trust Administrator shall indemnify and hold
harmless the Depositor and each of its officers, directors and affiliates and
the Master Servicer from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that (i) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
Back-Up Certification, the Assessment of Compliance, any Additional Disclosure
or other information provided by the Trust Administrator pursuant to Section
3.21 or 4.06 (the “Trust Administrator Information”), or (ii) arise out of or
are based upon the omission or alleged omission to state therein a material
fact
required to be stated therein or necessary to make the statements therein,
in
light of the circumstances in which they were made, not misleading; provided,
by
way of clarification, that clause (ii) of this paragraph shall be construed
solely by reference to the Trust Administrator Information and not to any other
information communicated in connection with the Certificates, without regard
to
whether the Trust Administrator Information or any portion thereof is presented
together with or separately from such other information.
Without
limiting any other indemnification provided pursuant to any other Section of
this Agreement, the Master Servicer shall indemnify and hold harmless the Trust
Administrator and the Depositor and each of its respective officers, directors
and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
obligations of the Master Servicer under
Sections 3.20, 3.21 and 4.06 or
the
Master Servicer’s negligence, bad faith or willful misconduct in connection
therewith In addition, the Master Servicer shall indemnify and hold harmless
the
Depositor and each of its officers, directors and affiliates from and against
any losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses arising
out
of or based upon (i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Master Servicer
Certification, the Annual Statement of Compliance, the Assessment of Compliance,
any Additional Disclosure or other information provided by the Master Servicer
pursuant to Section 3.20, 3.21 or 4.06 (the “Master Servicer Information”), or
(ii) arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the
statements therein, in light of the circumstances in which they were made,
not
misleading; provided, by way of clarification, that clause (ii) of this
paragraph shall be construed solely by reference to the Master Servicer
Information and not to any other information communicated in connection with
the
Certificates, without regard to whether the Master Servicer Information or
any
portion thereof is presented together with or separately from such other
information.
In
addition, without limiting any other indemnification provided pursuant to any
other Section of this Agreement, the Paying Agent shall indemnify and hold
harmless the Depositor and its officers, directors and Affiliates from and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses arising out of third party claims based upon a breach of the Paying
Agent’s obligations under Section 4.06. If the indemnification provided for
under this paragraph is unavailable or insufficient to hold harmless the
Depositor, then the Paying Agent agrees that it shall contribute to the amount
paid or payable by the Depositor as a result of the losses, claims, damages
or
liabilities of the Depositor in such proportion as is appropriate to reflect
the
relative fault of the Depositor on the one hand and the Paying Agent on the
other. Notwithstanding the foregoing, in no event shall the Paying Agent be
liable under this paragraph for any consequential, indirect or punitive
damages.
| SECTION 4.07 |
Net
WAC Rate Carryover Reserve Account.
|
(a) No
later
than the Closing Date, the Paying Agent shall establish and maintain a separate,
segregated trust account titled, “Net WAC Rate Carryover Reserve Account,
Citibank, N.A., as Paying Agent, in trust for the registered holders of
Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
2006-AR9.” The Net WAC Rate Carryover Reserve Account will be an “outside
reserve fund” within the meaning of Treasury Regulation Section
1.860G-2(h).
(b) On
each
Distribution Date, the Paying Agent has been directed by the Class 1-CE
Certificateholders to, and therefore shall, deposit into the Net WAC Rate
Carryover Reserve Account, any Net WAC Rate Carryover Amounts for such
Distribution Date, rather than distributing such amounts to the Class 1-CE
Certificateholders. On each such Distribution Date, the Paying Agent shall
hold
all such amounts for the benefit of the Holders of the Group 1 Offered
Certificates, and shall distribute the aggregate Net WAC Rate Carryover Amount,
if any, for such Distribution Date from the Net WAC Rate Carryover Reserve
Account to the Holders of the Group 1 Offered Certificates in the amounts and
priorities set forth in Section 4.01(I)(a)(3).
On
each
Distribution Date, after the payment of any Net WAC Rate Carryover Amounts
on
the Group 1 Offered Certificates, any amounts remaining in the Net WAC Rate
Carryover Reserve Account, shall be payable to the Paying Agent as additional
compensation to it, subject to the immediately following paragraph.
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
disregarded as an entity separate from the Holder of the Class 1-CE Certificates
unless and until the date when either (a) there is more than one Class 1-CE
Certificateholder or (b) any Class of Certificates in addition to the Class
1-CE
Certificates is recharacterized as an equity interest in the Net WAC Rate
Carryover Reserve Account for federal income tax purposes, in which case it
is
the intention of the parties hereto that, for federal and state income and
state
and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
treated as a partnership. All amounts deposited into the Net WAC Rate Carryover
Reserve Account shall be treated as amounts distributed by REMIC I-B to the
Holder of the Class 1-CE Certificates. Upon the termination of the Trust Fund,
or the payment in full of the Group 1 Offered Certificates, all amounts
remaining on deposit in the Net WAC Rate Carryover Reserve Account shall be
released by the Trust Fund and distributed to the Class 1-CE Certificateholders
or their designees. The Net WAC Rate Carryover Reserve Account shall be part
of
the Trust Fund but not part of any Trust REMIC and any payments to the Holders
of the Group 1 Offered Certificates of Net WAC Rate Carryover Amounts will
not
be payments with respect to a “regular interest” in a REMIC within the meaning
of Code Section 860(G)(a)(1).
(d) By
accepting a Class 1-CE Certificate, each Class 1-CE Certificateholder hereby
agrees to direct the Paying Agent, and the Paying Agent is hereby is directed,
to deposit into the Net WAC Rate Carryover Reserve Account the amounts described
above on each Distribution Date rather than distributing such amounts to the
Class 1-CE Certificateholders. By accepting a Class 1-CE Certificate, each
Class
1-CE Certificateholder further agrees that such direction is given for good
and
valuable consideration, the receipt and sufficiency of which is acknowledged
by
such acceptance.
(e) All
amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain
uninvested.
(f) For
federal tax return and information reporting, the right of the Holders of the
Group 1 Offered Certificates to receive payments from the Net WAC Rate Carryover
Reserve Account in respect of any Net WAC Rate Carryover Amount shall be
assigned a value of zero.
| SECTION 4.08 |
Cap
Account
|
(a) No
later
than the Closing Date, the Cap Trustee shall establish and maintain with itself
or the Cap Administrator, a separate, segregated trust account titled,
“Citibank,
N.A., as Cap Trustee, in trust for the registered holders of Citigroup Mortgage
Loan Trust 2006-AR9, Mortgage Pass-Through Certificates, Series 2006-AR9—Cap
Account.” Such
account shall be an Eligible Account and amounts therein shall be held
uninvested.
(b) Prior
to
each Distribution Date, pursuant to the Cap Administration Agreement, prior
to
any distribution to any Group 1 Offered Certificate, the Cap Administrator
on
behalf of the Cap Trustee shall deposit into the Cap Account amounts received
by
it under the Interest Rate Cap Agreement, for distribution in accordance with
Section 4.01(I)(a)(4) above.
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Cap Account be disregarded as an entity
separate from the Holder of the Class 1-CE Certificates unless and until the
date when either (a) there is more than one Class 1-CE Certificateholder or
(b)
any Class of Group 1 Certificates in addition to the Class 1-CE Certificates
is
recharacterized as an equity interest in the Cap Account for federal income
tax
purposes, in which case it is the intention of the parties hereto that, for
federal and state income and state and local franchise tax purposes, the Cap
Account be treated as a partnership. Upon the termination of the Trust Fund,
or
the payment in full of the Group 1 Offered Certificates, all amounts remaining
on deposit in the Cap Account shall be released by the Trust Fund and
distributed to the Class 1-CE Certificateholders or their designees. The Cap
Account shall be part of the Trust Fund but not part of any Trust REMIC and
any
payments to the Holders of the Group 1 Offered Certificates of Net WAC Rate
Carryover Amounts will not be payments with respect to a “regular interest” in a
REMIC within the meaning of Code Section 860(G)(a)(1).
By
accepting a Class 1-CE Certificate, each Class 1-CE Certificateholder hereby
agrees to direct the Paying Agent, and the Paying Agent is hereby directed,
to
deposit into the Cap Account the amounts described above on each Distribution
Date.
Upon
an
early termination of the Interest Rate Cap Agreement other than in connection
with the optional termination of the Trust pursuant to Section 9.01 of the
Agreement, the Cap Trustee will use reasonable efforts to appoint a successor
Interest Rate Cap Provider. The Cap Administrator on behalf of the Cap Trustee
will apply any Interest Rate Cap Agreement termination payment received from
the
original Interest Rate Cap Provider in connection with such early termination
of
the Interest Rate Cap Agreement to the upfront payment required to appoint
the
successor Interest Rate Cap Provider. If the Cap Trustee is unable to appoint
a
successor Interest Rate Cap Provider within 30 days of the Interest Rate Cap
Agreement early termination, then the Cap Trustee will establish, and will
deposit any cap termination payment received from the original Interest Rate
Cap
Provider into, a separate, non-interest bearing reserve account (a “Cap
Termination Reserve Account”) and will, on each subsequent Distribution Date,
withdraw from the amount then remaining on deposit in such reserve account
an
amount equal to the payment, if any, that would have been paid to the Cap
Trustee by the original Interest Rate Cap Provider calculated in accordance
with
the terms of the original Interest Rate Cap Agreement, and distribute such
amount in accordance with Section 3(a) of the Cap Administration Agreement.
Upon
a
Interest Rate Cap Agreement early termination in connection with the optional
termination of the trust, if the Cap Trustee or the Cap Administrator on its
behalf receives a Interest Rate Cap Agreement termination payment from the
Interest Rate Cap Provider, such Interest Rate Cap Agreement termination payment
will be distributed in accordance with the terms of the Cap Administration
Agreement.
For
federal tax return and information reporting, the right of the Holders of the
Offered Certificates to receive payments from the Cap Account in respect of
any
Net WAC Rate Carryover Amount shall be assigned a value of
zero.
| SECTION 4.09 |
Interest
Rate Cap Collateral Account.
|
The
Paying Agent (in its capacity as Cap Trustee) is hereby directed to perform
the
obligations of the Custodian as defined under the Interest Rate Cap Credit
Support Annex (the “Interest Rate Cap Custodian”). On or before the Closing
Date, the Interest Rate Cap Custodian shall establish an Interest Rate Cap
Collateral Account. The Interest Rate Cap Collateral Account shall be held
in
the name of the Interest Rate Cap Custodian in trust for the benefit of the
Certificateholders. The Interest Rate Cap Collateral Account must be an Eligible
Account and shall be titled “Interest Rate Cap Collateral Account, Citibank,
N.A., as Interest Rate Cap Custodian for registered Certificateholders of
Citigroup Mortgage Loan Trust 2006-AR9, Mortgage Pass-Through Certificates,
Series 2006-AR9.”
The
Interest Rate Cap Custodian shall credit to Interest Rate Cap Collateral Account
all collateral (whether in the form of cash or securities) posted by the
Interest Rate Cap Provider to secure the obligations of the Interest Rate Cap
Provider in accordance with the terms of the Interest Rate Cap Agreement. Except
for investment earnings, the Interest Rate Cap Provider shall not have any
legal, equitable or beneficial interest in the Interest Rate Cap Collateral
Account other than in accordance with this Agreement, the Interest Rate Cap
Agreement and applicable law. The Interest Rate Cap Custodian shall maintain
and
apply all collateral and earnings thereon on deposit in the Interest Rate Cap
Collateral Account in accordance with Interest Rate Cap Credit Support
Annex.
Cash
collateral posted by the Interest Rate Cap Provider in accordance with the
Interest Rate Cap Credit Support Annex shall be invested at the direction of
the
Interest Rate Cap Provider in Permitted Investments in accordance with the
requirements of the Interest Rate Cap Credit Support Annex. All amounts earned
on amounts on deposit in the Interest Rate Cap Collateral Account (whether
cash
collateral or securities) shall be for the account of and taxable to the
Interest Rate Cap Provider. If
no
investment direction is provided, such amounts shall remain
uninvested.
Upon
the
occurrence of an Event of Default, a Termination Event, or an Additional
Termination Event (each as defined in the Interest Rate Cap Agreement), with
respect to the Interest Rate Cap Provider or upon occurrence or designation
of
an Early Termination Date (as defined in the Interest Rate Cap Agreement) as
a
result of any such Event of Default, Termination Event, or Additional
Termination Event with respect to the Interest Rate Cap Provider, and, in either
such case, unless the Interest Rate Cap Provider has paid in full all of its
Obligations (as defined in the Interest Rate Cap Credit Support Annex) that
are
then due, then any collateral posted by the Interest Rate Cap Provider in
accordance with the Interest Rate Cap Credit Support Annex shall be applied
to
the payment of any Obligations due to Party B (as defined in the Interest Rate
Cap Agreement) in accordance with the Interest Rate Cap Credit Support Annex.
Any excess amounts held in such Interest Rate Cap Collateral Account after
payment of all amounts owing to Party B under the Interest Rate Cap Agreement
shall be withdrawn from the Interest Rate Cap Collateral Account and paid to
the
Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit
Support Annex.
For
federal tax return and information reporting, the right of the Holders of the
Offered Certificates to receive payments from the Interest Rate Cap Collateral
Account in respect of any Net WAC Rate Carryover Amount shall be assigned a
value of zero
ARTICLE
V
THE
CERTIFICATES
| SECTION 5.01 |
The
Certificates.
|
(a) The
Certificates in the aggregate will represent the entire beneficial ownership
interest in the Mortgage Loans and all other assets included in the Trust Fund.
At the Closing Date, the aggregate Certificate Principal Balance of the
Certificates will equal the aggregate Stated Principal Balance of the Mortgage
Loans.
The
Certificates will be substantially in the forms annexed hereto as Exhibits
A-1
through A-20. The Certificates of each Class will be issuable in registered
form
only, in denominations of authorized Percentage Interests as described in the
definition thereof. Each Certificate will share ratably in all rights of the
related Class.
Upon
original issue, the Certificates shall be executed by the Paying Agent and
delivered by the Authenticating Agent to or upon the order of the Depositor.
The
Certificates shall be executed and attested by manual or facsimile signature
on
behalf of the Paying Agent by an authorized signatory. Certificates bearing
the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Paying Agent shall bind the Paying Agent, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
execution, authentication and delivery of such Certificates or did not hold
such
offices at the date of such Certificates. No Certificate shall be entitled
to
any benefit under this Agreement or be valid for any purpose, unless there
appears on such Certificate a certificate of authentication substantially in
the
form provided herein executed by the Authenticating Agent by manual signature,
and such certificate of authentication shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their
authentication.
(b) The
Book-Entry Certificates shall initially be issued as one or more Certificates
held by Book-Entry Custodian or, if appointed to hold such Certificates as
provided below, the Depository and registered in the name of the Depository
or
its nominee and, except as provided below, registration of such Certificates
may
not be transferred by the Certificate Registrar except to another Depository
that agrees to hold such Certificates for the respective Certificate Owners
with
Ownership Interests therein. The Certificate Owners shall hold their respective
Ownership Interests in and to such Certificates through the book-entry
facilities of the Depository and, except as provided below, shall not be
entitled to definitive, fully registered Certificates (“Definitive
Certificates”) in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book- Entry
Certificates shall be made in accordance with the procedures established by
the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall only transfer the Ownership Interests in
the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository’s normal
procedures. The Paying Agent is hereby initially appointed as the Book-Entry
Custodian and hereby agrees to act as such in accordance herewith and in
accordance with the agreement that it has with the Depository authorizing it
to
act as such. The Book-Entry Custodian may, and if it is no longer qualified
to
act as such, the Book-Entry Custodian shall, appoint, by a written instrument
delivered to the Depositor, the Master Servicer and the Trust Administrator
and
any other transfer agent (including the Depository or any successor Depository)
to act as Book-Entry Custodian under such conditions as the predecessor
Book-Entry Custodian and the Depository or any successor Depository may
prescribe, provided that the predecessor Book-Entry Custodian shall not be
relieved of any of its duties or responsibilities by reason of any such
appointment of other than the Depository. If the Paying Agent resigns or is
removed in accordance with the terms hereof, the successor Paying Agent or,
if
it so elects, the Depository shall immediately succeed to its predecessor’s
duties as Book-Entry Custodian. The Depositor shall have the right to inspect,
and to obtain copies of, any Certificates held as Book-Entry Certificates by
the
Book-Entry Custodian.
The
Trustee, the Trust Administrator, the Master Servicer, the Paying Agent, the
Authenticating Agent, the Certificate Registrar and the Depositor may for all
purposes (including the making of payments due on the Book-Entry Certificates)
deal with the Depository as the authorized representative of the Certificate
Owners with respect to the Book-Entry Certificates for the purposes of
exercising the rights of Certificateholders hereunder. The rights of Certificate
Owners with respect to the Book-Entry Certificates shall be limited to those
established by law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such Certificate
Owners. Multiple requests and directions from, and votes of, the Depository
as
Holder of the Book-Entry Certificates with respect to any particular matter
shall not be deemed inconsistent if they are made with respect to different
Certificate Owners. The Paying Agent may establish a reasonable record date
in
connection with solicitations of consents from or voting by Certificateholders
and shall give notice to the Depository of such record date.
If
(i)(A)
the Depositor advises the Trust Administrator, the Paying Agent and the
Certificate Registrar in writing that the Depository is no longer willing or
able to properly discharge its responsibilities as Depository, and (B) the
Depositor is unable to locate a qualified successor or (ii) after the occurrence
of a Master Servicer Event of Default, Certificate Owners representing in the
aggregate not less than 51% of the Ownership Interests of the Book-Entry
Certificates advise the Trust Administrator, the Paying Agent and the
Certificate Registrar through the Depository, in writing, that the continuation
of a book-entry system through the Depository is no longer in the best interests
of the Certificate Owners, the Certificate Registrar shall notify all
Certificate Owners, through the Depository, of the occurrence of any such event
and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Certificate Registrar of the Book-
Entry Certificates by the Book-Entry Custodian or the Depository, as applicable,
accompanied by registration instructions from the Depository for registration
of
transfer, the Paying Agent shall issue the Definitive Certificates. Such
Definitive Certificates will be issued in minimum denominations of $100,000,
except that any beneficial ownership that was represented by a Book-Entry
Certificate in an amount less than $100,000 immediately prior to the issuance
of
a Definitive Certificate shall be issued in a minimum denomination equal to
the
amount represented by such Book-Entry Certificate. None of the Depositor, the
Master Servicer, the Trust Administrator, the Authenticating Agent, the Paying
Agent, the Certificate Registrar nor the Trustee shall be liable for any delay
in the delivery of such instructions and may conclusively rely on, and shall
be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed
by
the Certificate Registrar and the Paying Agent, to the extent applicable with
respect to such Definitive Certificates, and the Certificate Registrar and
the
Paying Agent shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
| SECTION 5.02 |
Registration
of Transfer and Exchange of
Certificates.
|
(a) The
Certificate Registrar shall cause to be kept at one of the offices or agencies
to be appointed by the Trust Administrator in accordance with the provisions
of
Section 8.12 a Certificate Register for the Certificates in which, subject
to
such reasonable regulations as it may prescribe, the Certificate Registrar
shall
provide for the registration of Certificates and of transfers and exchanges
of
Certificates as herein provided.
(b) No
transfer of any Private Certificate or Ownership Interest therein shall be
made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the “1933 Act”), and an effective
registration or qualification under applicable state securities laws, or is
made
in a transaction that does not require such registration or qualification.
In
the event that such a transfer of a Private Certificate is to be made without
registration or qualification (other than in connection with (i) the initial
transfer of any such Certificate by the Depositor to an Affiliate of the
Depositor or, in the case of the Residual Certificates, the first transfer
by an
Affiliate of the Depositor, (ii) the transfer of any Class 1-CE Certificate
or
Residual Certificate to the issuer under the Indenture or the indenture trustee
or indenture trustee administrator under the Indenture or (iii) a transfer
of
any Class 1-CE Certificate, or Residual Certificate from the issuer under the
Indenture or the indenture trustee or indenture trustee administrator under
the
Indenture to the Depositor or an Affiliate of the Depositor), the Certificate
Registrar shall require, receipt of written certifications from the
Certificateholder desiring to effect the transfer and from such
Certificateholder’s prospective transferee, substantially in the forms attached
hereto as Exhibit F-1, or in the case of any Definitive Certificate, an opinion
of Counsel satisfactory to it that such transfer may be made without such
registration (which Opinion of Counsel shall not be an expense of the Trust
Fund
or of the Depositor, the Trustee, the Trust Administrator, the Certificate
Registrar, the Authenticating Agent , the Paying Agent, the Master Servicer
in
its capacity as such or any Sub-Servicer), together with copies of the written
certification(s) of the Certificateholder desiring to effect the transfer and/or
such Certificateholder’s prospective transferee upon which such Opinion of
Counsel is based, if any.
In
the
event of any such transfer of any Ownership Interest in any Private Certificate
that is a Book-Entry Certificate, except with respect to the initial transfer
of
any such Certificate by the Depositor, such transfer shall be required to be
made in reliance upon Rule 144A under the 1933 Act, and the transferor will
be
deemed to have made each of the representations and warranties set forth on
Exhibit F-1 hereto in respect of such interest as if it was evidenced by a
Definitive Certificate and the transferee will be deemed to have made each
of
the representations and warranties set forth on Exhibit F-1 hereto in respect
of
such interest as if it was evidenced by a Definitive Certificate. None of the
Depositor or the Trustee is obligated to register or qualify any such
Certificates under the 1933 Act or any other securities laws or to take any
action not otherwise required under this Agreement to permit the transfer of
such Certificates without registration or qualification. Any Certificateholder
desiring to effect the transfer of any such Certificate or Ownership Interest
therein shall, and does hereby agree to, indemnify the Trustee, the Trust
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
Agent, the Master Servicer and the Depositor against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.
(c) (i)
No
transfer of a Residual Certificate or any interest therein shall be made to
any
Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly
or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with “Plan Assets” of a Plan within the meaning of the DOL
Regulations as modified by Section 3(42) of ERISA (“Plan Assets”) as certified
by such transferee in the form of Exhibit G, unless the Certificate Registrar
is
provided with an Opinion of Counsel on which the Certificate Registrar, the
Depositor, the Trustee, the Trust Administrator, the Paying Agent, the
Authenticating Agent and the Master Servicer may rely, to the effect that the
purchase and holding of such Certificates will be permissible under applicable
law, ERISA and the Code, will not constitute or result in any non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Master Servicer, the Trustee, the Trust
Administrator, the Paying Agent, the Authenticating Agent, the Certificate
Registrar or the Trust Fund to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be
an
expense of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator, the Paying Agent, the Authenticating Agent, the Certificate
Registrar or the Trust Fund. In lieu of such Opinion of Counsel, any prospective
Transferee of such Certificates may provide a certification in the form of
Exhibit G to this Agreement (or other form acceptable to the Depositor, the
Trustee, the Trust Administrator, the Certificate Registrar, the Paying Agent,
the Authenticating Agent and the Master Servicer), which the Certificate
Registrar may rely upon without further inquiry or investigation. Neither a
certification nor an Opinion of Counsel will be required in connection with
the
initial transfer of any such Certificate by the Depositor to an Affiliate of
the
Depositor (in which case, the Depositor or any Affiliate thereof shall have
deemed to have represented that such Affiliate is not a Plan or a Person
investing Plan Assets) and the Certificate Registrar shall be entitled to
conclusively rely upon a representation (which, upon the request of the
Certificate Registrar, shall be a written representation) from the Depositor
of
the status of such transferee as an affiliate of the Depositor.
(ii) Each
beneficial owner of a Group 1 Mezzanine Certificate or Group 2 Class B
Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition and holding of such Certificate or interest therein,
that either (A) it is not a Plan or investing with Plan Assets, (B) other than
with respect to a Class 2-B4, Class 2-B5 or Class 2-B6 Certificate, it has
acquired and is holding such Certificate in reliance on the Underwriter’s
Exemption granted by the Department of Labor on April 18, 1991 as Prohibited
Transaction Exemption (“PTE”) 91-23 at 56 F.R. 15936 and amended on July 21,
1997 as PTE 97-34 at 62 F.R. 39021 and further amended on November 13, 2000
by
PTE 2000-58 at 65 F.R. 67765 and on August 22, 2002 by PTE 2001-41 at 67 F.R.
54487 (“Underwriter’s Exemption”), and that it understands that there are
certain conditions to the availability of the Underwriter’s Exemption, including
that the certificate must be rated, at the time of purchase, not lower than
“BBB-” (or its equivalent) by Fitch, Xxxxx’x or S&P and it will represent
that it is an “accredited investor” as defined in Rule 501(a)(1) of Regulation D
under the Securities Act and will obtain a representation from any transferee
that such transferee is an accredited investor so long as it is required to
obtain a representation regarding compliance with the Securities Act, or (C)
(i)
it is an insurance company, (ii) the source of funds used to acquire or hold
the
Certificate or interest therein is an “insurance company general account,” as
defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (iii) the
conditions in Sections I and III of PTCE 95-60 have been satisfied.
(iii) If
any
Certificate or any interest therein is acquired or held in violation of the
provisions of the preceding two paragraphs, the next preceding permitted
beneficial owner will be treated as the beneficial owner of that Certificate
retroactive to the date of transfer to the purported beneficial owner. Any
purported beneficial owner whose acquisition or holding of any such Certificate
or interest therein was effected in violation of the provisions of the preceding
paragraph shall indemnify and hold harmless the Depositor, the Master Servicer,
the Trustee, the Trust Administrator, the Certificate Registrar, the Paying
Agent, the Authenticating Agent and the Trust Fund from and against any and
all
liabilities, claims, costs or expenses incurred by those parties as a result
of
that acquisition or holding.
(d) (i)
Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions and to have irrevocably
authorized the Paying Agent or its designee under clause (iii)(A) below to
deliver payments to a Person other than such Person and to negotiate the terms
of any mandatory sale under clause (iii)(B) below and to execute all instruments
of Transfer and to do all other things necessary in connection with any such
sale. The rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(A) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Certificate
Registrar of any change or impending change in its status as a Permitted
Transferee.
(B) In
connection with any proposed Transfer of any Ownership Interest in a Residual
Certificate, the Certificate Registrar shall require delivery to it and shall
not register the Transfer of any Residual Certificate until its receipt of
an
affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form
attached hereto as Exhibit F-2, from the proposed Transferee, in form and
substance satisfactory to the Certificate Registrar, representing and
warranting, among other things, that such Transferee is a Permitted Transferee,
that it is not acquiring its Ownership Interest in the Residual Certificate
that
is the subject of the proposed Transfer as a nominee, trustee or agent for
any
Person that is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in a Residual Certificate, it will endeavor to remain a
Permitted Transferee, and that it has reviewed the provisions of this Section
5.02(d) and agrees to be bound by them.
(C) Notwithstanding
the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
under clause (B) above, if a Responsible Officer of the Certificate Registrar
who is assigned to this transaction has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in a Residual Certificate to such proposed Transferee shall be
effected.
(D) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (x) to require a Transfer Affidavit and Agreement from any other
Person to whom such Person attempts to transfer its Ownership Interest in a
Residual Certificate and (y) not to transfer its Ownership Interest unless
it
provides a transferor affidavit (a “Transferor Affidavit”), in the form attached
hereto as Exhibit F-2, to the Certificate Registrar stating that, among other
things, it has no actual knowledge that such other Person is not a Permitted
Transferee.
(E) Each
Person holding or acquiring an Ownership Interest in a Residual Certificate,
by
purchasing an Ownership Interest in such Certificate, agrees to give the
Certificate Registrar written notice that it is a “pass-through interest holder”
within the meaning of temporary Treasury regulation Section 1.67- 3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a Residual Certificate,
if
it is, or is holding an Ownership Interest in a Residual Certificate on behalf
of, a “pass-through interest holder.”
(ii) The
Certificate Registrar will register the Transfer of any Residual Certificate
only if it shall have received the Transfer Affidavit and Agreement and all
of
such other documents as shall have been reasonably required by the Certificate
Registrar as a condition to such registration. In addition, no Transfer of
a
Residual Certificate shall be made unless the Certificate Registrar shall have
received a representation letter from the Transferee of such Certificate to
the
effect that such Transferee is a Permitted Transferee.
| (iii) |
(A)
If
any purported Transferee shall become a Holder of a Residual Certificate
in violation of the provisions of this Section 5.02(d), then the
last
preceding Permitted Transferee shall be restored, to the extent permitted
by law, to all rights as Holder thereof retroactive to the date of
registration of such Transfer of such Residual Certificate. The
Certificate Registrar shall be under no liability to any Person for
any
registration of Transfer of a Residual Certificate that is in fact
not
permitted by this Section 5.02(d) or for making any payments due
on such
Certificate to the Holder thereof or for taking any other action
with
respect to such Holder under the provisions of this
Agreement.
|
(B) If
any
purported Transferee shall become a Holder of a Residual Certificate in
violation of the restrictions in this Section 5.02(d) and to the extent that
the
retroactive restoration of the rights of the Holder of such Residual Certificate
as described in clause (iii)(A) above shall be invalid, illegal or
unenforceable, then the Certificate Registrar shall have the right, without
notice to the Holder or any prior Holder of such Residual Certificate, to sell
such Residual Certificate to a purchaser selected by the Certificate Registrar
on such terms as the Certificate Registrar may choose. Such purported Transferee
shall promptly endorse and deliver each Residual Certificate in accordance
with
the instructions of the Certificate Registrar. Such purchaser may be the
Certificate Registrar itself or any Affiliate of the Certificate Registrar.
The
proceeds of such sale, net of the commissions (which may include commissions
payable to the Certificate Registrar or its Affiliates), expenses and taxes
due,
if any, will be remitted by the Certificate Registrar to such purported
Transferee. The terms and conditions of any sale under this clause (iii)(B)
shall be determined in the sole discretion of the Certificate Registrar, and
the
Certificate Registrar shall not be liable to any Person having an Ownership
Interest in a Residual Certificate as a result of its exercise of such
discretion.
(iv) The
Trust
Administrator and the Certificate Registrar shall make available to the Internal
Revenue Service and those Persons specified by the REMIC Provisions all
information necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Residual Certificate to any Person who is a
Disqualified Organization, including the information described in Treasury
regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the
“excess inclusions” of such Residual Certificate and (B) as a result of any
regulated investment company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381 of the
Code
that holds an Ownership Interest in a Residual Certificate having as among
its
record holders at any time any Person which is a Disqualified Organization.
Reasonable compensation for providing such information may be accepted by the
Trust Administrator and the Certificate Registrar.
(v) The
provisions of this Section 5.02(d) set forth prior to this subsection (v) may
be
modified, added to or eliminated, provided that there shall have been delivered
to the Trust Administrator and the Certificate Registrar at the expense of
the
party seeking to modify, add to or eliminate any such provision the
following:
(A) written
notification from the Rating Agencies to the effect that the modification,
addition to or elimination of such provisions will not cause the Rating Agencies
to downgrade its then-current ratings of any Class of Certificates;
and
(B) an
Opinion of Counsel, in form and substance satisfactory to the Certificate
Registrar and the Trust Administrator, to the effect that such modification
of,
addition to or elimination of such provisions will not cause any Trust REMIC
to
cease to qualify as a REMIC and will not cause (x) any Trust REMIC to be subject
to an entity-level tax caused by the Transfer of any Residual Certificate to
a
Person that is not a Permitted Transferee or (y) a Person other than the
prospective transferee to be subject to a REMIC-tax caused by the Transfer
of a
Residual Certificate to a Person that is not a Permitted
Transferee.
(e) Subject
to the preceding subsections, upon surrender for registration of transfer of
any
Certificate at any office or agency of the Certificate Registrar maintained
for
such purpose pursuant to Section 8.12, the Certificate Registrar shall give
notice of such surrender to the Paying Agent and the Authenticating Agent.
Upon
receipt of such notice, the Paying Agent shall execute and the Authenticating
Agent shall authenticate and deliver, in the name of the designated Transferee
or Transferees, one or more new Certificates of the same Class of a like
aggregate Percentage Interest.
(f) At
the
option of the Holder thereof, any Certificate may be exchanged for other
Certificates of the same Class with authorized denominations and a like
aggregate Percentage Interest, upon surrender of such Certificate to be
exchanged at any office or agency of the Certificate Registrar maintained for
such purpose pursuant to Section 8.12. Whenever any Certificates are so
surrendered for exchange, upon notice from the Certificate Registrar, the Paying
Agent shall execute, and the Authenticating Agent shall authenticate and
deliver, the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer
or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing. In addition, (i) with respect to
each Class 1-R Certificate, the Holder thereof may exchange, in the manner
described above, such Class 1-R Certificate for two separate Certificates,
each
representing such Holder’s respective Percentage Interest in the Class R-IIA
Residual Interest and the Class R-IIB Residual Interest and that was evidenced
by the Class 1-R Certificate being exchanged.
(g) No
service charge to the Certificateholders shall be made for any transfer or
exchange of Certificates, but the Certificate Registrar may require payment
of a
sum sufficient to cover any tax or governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
(h) All
Certificates surrendered for transfer and exchange shall be canceled and
destroyed by the Certificate Registrar in accordance with its customary
procedures.
(i) No
transfer of any Class 1-CE Certificate shall be made unless the transferee
of
such Class 1-CE Certificate provides to the Cap Trustee and the Certificate
Registrar the appropriate tax certification form (i.e., IRS Form W-9 or IRS
Form
X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor form
thereto)), as a condition to such transfer and agrees to update such forms
(i)
upon expiration of any such form, (ii) as required under then applicable U.S.
Treasury regulations and (iii) promptly upon learning that any IRS Form W-9
or
IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor
form
thereto), has become obsolete or incorrect. Upon receipt of any such tax
certification form from a transferee of any Class 1-CE Certificate, the
Certificate Registrar shall provide a copy of such tax certification form to
the
Interest Rate Cap Provider.
| SECTION 5.03 |
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receive evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Certificate
Registrar, the Trustee and the Trust Administrator such security or indemnity
as
may be required by them to save each of them harmless, then, in the absence
of
actual knowledge by the Certificate Registrar that such Certificate has been
acquired by a bona fide purchaser, the Paying Agent shall execute, and the
Authenticating Agent shall authenticate and deliver, in exchange for or in
lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of the same Class and of like denomination and Percentage Interest. Upon the
issuance of any new Certificate under this Section, the Certificate Registrar
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section
shall constitute complete and indefeasible evidence of ownership in the
applicable REMIC created hereunder, as if originally issued, whether or not
the
lost, stolen or destroyed Certificate shall be found at any time.
| SECTION 5.04 |
Persons
Deemed Owners.
|
The
Depositor, the Master Servicer, the Trustee, the Trust Administrator, the
Certificate Registrar, the Authenticating Agent, the Paying Agent and any agent
of any of them may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.01 and for all other purposes whatsoever, and none of
the
Depositor, the Master Servicer, the Trustee, the Trust Administrator, the
Certificate Registrar, the Authenticating Agent, the Paying Agent or any agent
of any of them shall be affected by notice to the contrary.
| SECTION 5.05 |
Certain
Available Information.
|
The
Paying Agent shall maintain at its Corporate Trust Office and shall make
available free of charge during normal business hours for review by any Holder
of a Certificate or any Person identified to the Paying Agent as a prospective
transferee of a Certificate, originals or copies of the following items: (A)
this Agreement and any amendments hereof entered into pursuant to Section 11.01,
(B) all monthly statements required to be delivered to Certificateholders of the
relevant Class pursuant to Section 4.02 since the Closing Date, and all other
notices, reports, statements and written communications delivered to the
Certificateholders of the relevant Class pursuant to this Agreement since the
Closing Date, (C) all certifications delivered by a Responsible Officer of
the
Trust Administrator since the Closing Date pursuant to Section 10.01(h), (D)
any
and all Officers’ Certificates delivered to the Trust Administrator or the
Paying Agent by the Master Servicer since the Closing Date to evidence the
Master Servicer’s determination that any P&I Advance was, or if made, would
be a Nonrecoverable P&I Advance and (E) any and all Officers’ Certificates
delivered to the Trust Administrator or the Paying Agent by the Master Servicer
since the Closing Date pursuant to Section 4.04(a). Copies and mailing of any
and all of the foregoing items will be available from the Paying Agent upon
request at the expense of the person requesting the same.
ARTICLE
VI
THE
DEPOSITOR AND THE MASTER SERVICER
| SECTION 6.01 |
Liability
of the Depositor and the Master
Servicer.
|
The
Depositor and the Master Servicer each shall be liable in accordance herewith
only to the extent of the obligations specifically imposed by this Agreement
and
undertaken hereunder by the Depositor and the Master Servicer
herein.
| SECTION 6.02 |
Merger
or Consolidation of the Depositor or the Master
Servicer.
|
Subject
to the following paragraph, the Depositor will keep in full effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation. Subject to the following paragraph, the
Master Servicer will keep in full effect its existence, rights and franchises
as
a corporation under the laws of the jurisdiction of its incorporation and its
qualification as an approved conventional seller/servicer for Xxxxxx Xxx or
Xxxxxxx Mac in good standing. The Depositor and the Master Servicer each will
obtain and preserve its qualification to do business as a foreign corporation
in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates
or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.
The
Depositor or the Master Servicer may be merged or consolidated with or into
any
Person, or transfer all or substantially all of its assets to any Person, in
which case any Person resulting from any merger or consolidation to which the
Depositor or the Master Servicer shall be a party, or any Person succeeding
to
the business of the Depositor or the Master Servicer, shall be the successor
of
the Depositor or the Master Servicer, as the case may be, hereunder, without
the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided,
however, that the successor or surviving Person to the Master Servicer shall
be
qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac;
and
provided further that the Rating Agencies’ ratings of the Certificates rated
thereby and in effect immediately prior to such merger or consolidation will
not
be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter
to such effect from the Rating Agencies).
| SECTION 6.03 |
Limitation
on Liability of the Depositor, the Master Servicer and
Others.
|
None
of
the Depositor, the Master Servicer or any of the directors, officers, employees
or agents of the Depositor or the Master Servicer shall be under any liability
to the Trust Fund or the Certificateholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Master Servicer or any such person against
any breach of warranties, representations or covenants made herein, or against
any specific liability imposed on the Master Servicer pursuant hereto, or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties hereunder. The Depositor, the
Master Servicer and any director, officer, employee or agent of the Depositor
or
the Master Servicer may rely in good faith on any document of any kind which,
PRIMA FACIE, is properly executed and submitted by any Person respecting any
matters arising hereunder. The Depositor, the Master Servicer and any director,
officer, employee or agent of the Depositor or the Master Servicer shall be
indemnified and held harmless by the Trust Fund against any loss, liability
or
expense incurred in connection with any legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense to any specific
Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
shall be otherwise reimbursable pursuant to this Agreement) or any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and, in its opinion, does not involve it in any expense or
liability; provided, however, that each of the Depositor and the Master Servicer
may in its discretion undertake any such action which it may deem necessary
or
desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such
event, unless the Depositor or the Master Servicer acts without the consent
of
Holders of Certificates entitled to at least 51% of the Voting Rights (which
consent shall not be necessary in the case of litigation or other legal action
by either to enforce their respective rights or defend themselves hereunder),
the legal expenses and costs of such action and any liability resulting
therefrom (except any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder
or
by reason of reckless disregard of obligations and duties hereunder) shall
be
expenses, costs and liabilities of the Trust Fund, and the Depositor (subject
to
the limitations set forth above) and the Master Servicer shall be entitled
to be
reimbursed therefor from the Collection Account as and to the extent provided
in
Section 3.11, any such right of reimbursement being prior to the rights of
the
Certificateholders to receive any amount in the Collection Account.
| SECTION 6.04 |
Limitation
on Resignation of the Master
Servicer.
|
The
Master Servicer shall not resign from the obligations and duties hereby imposed
on it except (i) upon determination that its duties hereunder are no longer
permissible under applicable law or (ii) with the written consent of the Trustee
and the Trust Administrator, which consent may not be unreasonably withheld,
with written confirmation from the Rating Agencies (which confirmation shall
be
furnished to the Depositor, the Trustee and the Trust Administrator) that such
resignation will not cause the Rating Agencies to reduce the then current rating
of the Class A Certificates and provided that a qualified successor has agreed
to assume the duties and obligations of the Master Servicer hereunder. Any
such
determination pursuant to clause (i) of the preceding sentence permitting the
resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
to such effect obtained at the expense of the Master Servicer and delivered
to
the Trustee and the Trust Administrator. No resignation of the Master Servicer
shall become effective until the Trustee or a successor servicer shall have
assumed the Master Servicer’s responsibilities, duties, liabilities (other than
those liabilities arising prior to the appointment of such successor) and
obligations under this Agreement.
Except
as
expressly provided herein, the Master Servicer shall not assign nor transfer
any
of its rights, benefits or privileges hereunder to any other Person, nor
delegate to or subcontract with, nor authorize or appoint any other Person
to
perform any of the duties, covenants or obligations to be performed by the
Master Servicer hereunder. If, pursuant to any provision hereof, the duties
of
the Master Servicer are transferred to a successor master servicer, the entire
amount of the Servicing Fee and other compensation payable to the Master
Servicer pursuant hereto shall thereafter be payable to such successor master
servicer.
| SECTION 6.05 |
Rights
of the Depositor in Respect of the Master
Servicer.
|
The
Master Servicer shall afford (and any Sub-Servicing Agreement shall provide
that
each Sub-Servicer shall afford) the Depositor, the Trustee and the Trust
Administrator, upon reasonable notice, during normal business hours, access
to
all records maintained by the Master Servicer (and any such Sub-Servicer) in
respect of the Master Servicer’s rights and obligations hereunder and access to
officers of the Master Servicer (and those of any such Sub-Servicer) responsible
for such obligations. Upon request, the Master Servicer shall furnish to the
Depositor, the Trustee and the Trust Administrator its (and any such
Sub-Servicer’s) most recent financial statements of the parent company of the
Master Servicer and such other information relating to the Master Servicer’s
capacity to perform its obligations under this Agreement that it possesses.
Notwithstanding the foregoing, in the case of the Initial Sub-Servicer, such
access and information described in the preceding two sentences shall be
required to be provided only to the extent provided in the Sub-Servicing
Agreement. To the extent such information is not otherwise available to the
public, the Depositor, the Trustee and the Trust Administrator shall not
disseminate any information obtained pursuant to the preceding two sentences
without the Master Servicer’s written consent, except as required pursuant to
this Agreement or to the extent that it is appropriate to do so (i) in working
with legal counsel, auditors, taxing authorities or other governmental agencies,
rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Depositor, the Trustee, the Trust
Administrator or the Trust Fund, and in either case, the Depositor, the Trustee
or the Trust Administrator, as the case may be, shall use its best efforts
to
assure the confidentiality of any such disseminated non-public information.
The
Depositor may, but is not obligated to, enforce the obligations of the Master
Servicer under this Agreement and may, but is not obligated to, perform, or
cause a designee to perform, any defaulted obligation of the Master Servicer
under this Agreement or exercise the rights of the Master Servicer under this
Agreement; provided that the Master Servicer shall not be relieved of any of
its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated
to
supervise the performance of the Master Servicer under this Agreement or
otherwise.
| SECTION 6.06 |
Duties
of the Credit Risk Manager.
|
For
and
on behalf of the Trust, the Credit Risk Manager will provide reports and
recommendations concerning certain delinquent and defaulted Group 1 Mortgage
Loans. Such reports and recommendations will be based upon information provided
to the Credit Risk Manager pursuant to the Credit Risk Management Agreement,
and
the Credit Risk Manager shall look solely to the Initial Sub-Servicer and/or
the
Master Servicer for all information and data (including loss and delinquency
information and data) relating to the servicing of the related Mortgage Loans.
Upon any termination of the Credit Risk Manager or the appointment of a
successor Credit Risk Manager, the Depositor shall give written notice thereof
to the Initial Sub-Servicer, the Master Servicer, the Trustee, the Trust
Administrator and each Rating Agency. Notwithstanding the foregoing, the
termination of the Credit Risk Manager pursuant to this Section shall not become
effective until the appointment of a successor Credit Risk Manager.
| SECTION 6.07 |
Limitation
Upon Liability of the Credit Risk
Manager.
|
Neither
the Credit Risk Manager, nor any of its directors, officers, employees, or
agents shall be under any liability to the Trustee, the Certificateholders,
the
Master Servicer, the Trust Administrator or the Depositor for any action taken
or for refraining from the taking of any action made in good faith pursuant
to
this Agreement, in reliance upon information provided by the Initial
Sub-Servicer under the Credit Risk Management Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Credit
Risk Manager or any such person against liability that would otherwise be
imposed by reason of willful malfeasance or bad faith in its performance of
its
duties. The Credit Risk Manager and any director, officer, employee, or agent
of
the Credit Risk Manager may rely in good faith on any document of any kind
prima
facie properly
executed and submitted by any Person respecting any matters arising hereunder,
and may rely in good faith upon the accuracy of information furnished by the
Initial Sub-Servicer pursuant to the Credit Risk Management Agreement in the
performance of its duties thereunder and hereunder.
| SECTION 6.08 |
Removal
of the Credit Risk Manager.
|
The
Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
holding not less than 66 2/3% of the Voting Rights relating to Collateral Pool
1, in the exercise of its or their sole discretion. The Certificateholders
shall
provide written notice of the Credit Risk Manager’s removal to the Trust
Administrator. Upon receipt of such notice, the Trust Administrator shall
provide written notice to the Credit Risk Manager of its removal, which shall
be
effective upon receipt of such notice by the Credit Risk Manager.
ARTICLE
VII
DEFAULT
| SECTION 7.01 |
Master
Servicer Events of Default.
|
“Master
Servicer Event of Default,” wherever used herein, means any one of the following
events:
(i) (A)
any
failure by the Master Servicer to remit to the Paying Agent for distribution
to
the Certificateholders any payment (other than a P&I Advance required to be
made from its own funds on any Master Servicer Remittance Date pursuant to
Section 4.03) required to be made under the terms of the Certificates and this
Agreement which continues unremedied for a period of one Business Day after
the
date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer (with a copy to the
Paying Agent ) by the Depositor, the Trust Administrator or the Trustee (in
which case notice shall be provided by telecopy), or to the Master Servicer,
the
Depositor, the Trust Administrator, the Paying Agent and the Trustee by the
Holders of Certificates entitled to at least 25% of the Voting Rights; or (B)
any deemed Master Servicer Event of Default caused by a failure by the Master
Servicer to timely comply with its obligations under Section 3.19 or Section
3.20 or Section 4.06, taking into account any cure period allowed by the Trustee
at the direction of the Depositor that may be provided under such sections;
or
(ii) any
failure on the part of the Master Servicer duly to observe or perform in any
material respect any of the covenants or agreements on the part of the Master
Servicer contained in the Certificates or in this Agreement which continues
unremedied for a period of 30 days after the earlier of (i) the date on which
written notice of such failure, requiring the same to be remedied, shall have
been given to the Master Servicer by the Depositor, the Trust Administrator
or
the Trustee, or to the Master Servicer, the Depositor, the Trust Administrator
and the Trustee by the Holders of Certificates entitled to at least 25% of
the
Voting Rights and (ii) actual knowledge of such failure by a Servicing Officer
of the Master Servicer; or
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in
the premises in an involuntary case under any present or future federal or
state
bankruptcy, insolvency or similar law or the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling
of
assets and liabilities or similar proceeding, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master Servicer
and if such proceeding is being contested by the Master Servicer in good faith
such decree or order shall have remained in force undischarged or unstayed
for a
period of 60 consecutive days or results in the entry of an order for relief
or
any such adjudication or appointment; or
(iv) the
Master Servicer shall consent to the appointment of a conservator or receiver
or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or
of
or relating to all or substantially all of its property; or
(v) the
Master Servicer shall admit in writing its inability to pay its debts generally
as they become due, file a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit of
its
creditors, or voluntarily suspend payment of its obligations; or
(vi) any
failure of the Master Servicer to make, or of the Paying Agent to make on behalf
of the Master Servicer, any P&I Advance on any Master Servicer Remittance
Date required to be made from its own funds pursuant to Section
4.03.
If
a
Master Servicer Event of Default described in clauses (i) through (v) of this
Section shall occur, then, and in each and every such case, so long as such
Master Servicer Event of Default shall not have been remedied, the Depositor
or
the Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
writing to the Master Servicer (and to the Depositor if given by the Trustee
or
to the Trustee if given by the Depositor), terminate all of the rights and
obligations of the Master Servicer in its capacity as a Master Servicer under
this Agreement, to the extent permitted by law, and in and to the Mortgage
Loans
and the proceeds thereof. If a Master Servicer Event of Default described in
clause (vi) hereof shall occur and shall not have been remedied by 1:00 p.m.
on
the related Distribution Date, the Paying Agent shall notify the Trustee of
the
same, and the Trustee shall be obligated to make such P&I Advance and, then
so long as such Master Servicer Event of Default shall not have been remedied
during the applicable time period set forth in clause (vi) above (including
the
reimbursement to the Trustee by the Master Servicer, with interest thereon
at
the Prime Rate, for any P&I Advance made), the Trustee shall, by notice in
writing to the Master Servicer and the Depositor, terminate all of the rights
and obligations of the Master Servicer in its capacity as a Master Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds thereof.
On or after the receipt by the Master Servicer of such written notice, all
authority and power of the Master Servicer under this Agreement, whether with
respect to the Certificates (other than as a Holder of any Certificate) or
the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant
to and under this Section and, without limitation, the Trustee is hereby
authorized and empowered, as attorney-in-fact or otherwise, to execute and
deliver on behalf of and at the expense of the Master Servicer, any and all
documents and other instruments and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise. The Master Servicer agrees, at its
sole cost and expense, promptly (and in any event no later than ten Business
Days subsequent to such notice) to provide the Trustee with all documents and
records requested by it to enable it to assume the Master Servicer’s functions
under this Agreement, and to cooperate with the Trustee in effecting the
termination of the Master Servicer’s responsibilities and rights under this
Agreement, including, without limitation, the transfer within one Business
Day
to the Trustee for administration by it of all cash amounts which at the time
shall be or should have been credited by the Master Servicer to the Collection
Account held by or on behalf of the Master Servicer, the Distribution Account
or
any REO Account or Servicing Account held by or on behalf of the Master Servicer
or thereafter be received with respect to the Mortgage Loans or any REO Property
serviced by the Master Servicer (provided, however, that the Master Servicer
shall continue to be entitled to receive all amounts accrued or owing to it
under this Agreement on or prior to the date of such termination, whether in
respect of P&I Advances or otherwise, and shall continue to be entitled to
the benefits of Section 6.03, notwithstanding any such termination, with respect
to events occurring prior to such termination). For purposes of this Section
7.01, the Trustee shall not be deemed to have knowledge of a Master Servicer
Event of Default unless a Responsible Officer of the Trustee assigned to and
working in the Trustee’s Corporate Trust Office has actual knowledge thereof or
unless written notice of any event which is in fact such a Master Servicer
Event
of Default is received by the Trustee and such notice references the
Certificates, the Trust Fund or this Agreement.
| SECTION 7.02 |
Trustee
to Act; Appointment of Successor.
|
(a) On
and
after the time the Master Servicer receives a notice of termination, the Trustee
shall be the successor in all respects to the Master Servicer in its capacity
as
Master Servicer under this Agreement, the Master Servicer shall not have the
right to withdraw any funds from the Collection Account without the consent
of
the Trustee and the transactions set forth or provided for herein and shall
be
subject to all the responsibilities, duties and liabilities relating thereto
and
arising thereafter placed on the Master Servicer (except for any representations
or warranties of the Master Servicer under this Agreement, the responsibilities,
duties and liabilities contained in Section 2.03(c) and its obligation to
deposit amounts in respect of losses pursuant to Section 3.12) by the terms
and
provisions hereof including, without limitation, the Master Servicer’s
obligations to make P&I Advances pursuant to Section 4.03; provided,
however, that if the Trustee is prohibited by law or regulation from obligating
itself to make advances regarding delinquent mortgage loans, then the Trustee
shall not be obligated to make P&I Advances pursuant to Section 4.03; and
provided further, that any failure to perform such duties or responsibilities
caused by the Master Servicer’s failure to provide information required by
Section 7.01 shall not be considered a default by the Trustee as successor
to
the Master Servicer hereunder. As compensation therefor, the Trustee shall
be
entitled to the Servicing Fees and all funds relating to the Mortgage Loans
to
which the Master Servicer would have been entitled if it had continued to act
hereunder (other than amounts which were due or would become due to the Master
Servicer prior to its termination or resignation). Notwithstanding the above,
the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
to so act or if it is prohibited by law from making advances regarding
delinquent mortgage loans, or if the Holders of Certificates entitled to at
least 51% of the Voting Rights so request in writing to the Trustee, promptly
appoint or petition a court of competent jurisdiction to appoint, an established
mortgage loan servicing institution acceptable to the Rating Agencies and having
a net worth of not less than $15,000,000 as the successor to the Master Servicer
under this Agreement in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer under this
Agreement. No appointment of a successor to the Master Servicer under this
Agreement shall be effective until the assumption by the successor of all of
the
Master Servicer’s responsibilities, duties and liabilities hereunder. In
connection with such appointment and assumption described herein, the Trustee
may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
Master Servicer as such hereunder. The Depositor, the Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary
to
effectuate any such succession. Pending appointment of a successor to the Master
Servicer under this Agreement, the Trustee shall act in such capacity as
hereinabove provided.
(b) In
connection with the termination or resignation of the Master Servicer hereunder,
either (i) the successor servicer, including the Trustee, if the Trustee is
acting as successor Master Servicer, shall represent and warrant that it is
a
member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS, in which case the
predecessor Master Servicer shall cooperate with the successor Master Servicer
in causing MERS to revise its records to reflect the transfer of servicing
to
the successor Master Servicer as necessary under MERS’ rules and regulations, or
(ii) the predecessor Master Servicer shall cooperate with the successor Master
Servicer in causing MERS to execute and deliver an assignment of Mortgage in
recordable form to transfer the Mortgage from MERS to the Trustee and to execute
and deliver such other notices, documents and other instruments as may be
necessary or desirable to effect a transfer of such Mortgage Loan or servicing
of such Mortgage Loan on the MERS® System to the successor Master Servicer. The
predecessor Master Servicer shall file or cause to be filed any such assignment
in the appropriate recording office. The predecessor Master Servicer shall
bear
any and all fees of MERS, costs of preparing any assignments of Mortgage, and
fees and costs of filing any assignments of Mortgage that may be required under
this Section 7.02(b).
| SECTION 7.03 |
Notification
to Certificateholders.
|
(a) Upon
any
termination of the Master Servicer pursuant to Section 7.01 above or any
appointment of a successor to the Master Servicer pursuant to Section 7.02
above, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Not
later
than the later of 60 days after the occurrence of any event, which constitutes
or which, with notice or lapse of time or both, would constitute a Master
Servicer Event of Default or five days after a Responsible Officer of the
Trustee becomes aware of the occurrence of such an event, the Trustee shall
transmit by mail to all Holders of Certificates notice of each such occurrence,
unless such default or Master Servicer Event of Default shall have been cured
or
waived.
| SECTION 7.04 |
Waiver
of Master Servicer Events of
Default.
|
Subject
to Section 11.09(d), the Holders representing at least 66% of the Voting Rights
evidenced by all Classes of Certificates affected by any default or Master
Servicer Event of Default hereunder may waive such default or Master Servicer
Event of Default; provided, however, that a default or Master Servicer Event
of
Default under clause (i) or (vi) of Section 7.01 may be waived only by all
of
the Holders of the Regular Certificates. Upon any such waiver of a default
or
Master Servicer Event of Default, such default or Master Servicer Event of
Default shall cease to exist and shall be deemed to have been remedied for
every
purpose hereunder. No such waiver shall extend to any subsequent or other
default or Master Servicer Event of Default or impair any right consequent
thereon except to the extent expressly so waived.
| SECTION 7.05 |
Interest
Rate Cap Provider Event of Default
|
In
the
event that the Interest Rate Cap Provider fails to perform any of its
obligations under the Interest Rate Cap Agreement (including, without
limitation, its obligation to make any payment or transfer collateral), or
breaches any of its representations and warranties thereunder, or in the event
that any Event of Default, Termination Event, or Additional Termination Event
(each as defined in the Interest Rate Cap Agreement) occurs with respect to
the
Interest Rate Cap Agreement, the Cap Trustee, shall promptly following actual
notice of such failure, breach or event, notify the Depositor and send any
notices and make any demands, on behalf of the Cap Trust, required to enforce
the rights of the Trust Fund, under the Interest Rate Cap Agreement.
In
the
event that the Interest Rate Cap Provider’s obligations are guaranteed by a
third party under a guaranty relating to the Interest Rate Cap Agreement (such
guaranty the “Guaranty” and such third party the “Guarantor”), then to the
extent that the Interest Rate Cap Provider fails to make any payment by the
close of business on the day it is required to make payment under the terms
of
the Interest Rate Cap Agreement, the Cap Trustee shall, promptly following
actual notice of the Interest Rate Cap Provider’s failure to pay, demand that
the Guarantor make any and all payments then required to be made by the
Guarantor pursuant to such Guaranty; provided, that the Cap Trustee shall in
no
event be liable for any failure or delay in the performance by the Interest
Rate
Cap Provider or any Guarantor of its obligations hereunder or pursuant to the
Interest Rate Cap Agreement and the Guaranty, nor for any special, indirect
or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits) in connection therewith.
ARTICLE
VIII
CONCERNING
THE TRUSTEE, THE TRUST ADMINISTRATOR, THE PAYING AGENT, THE CERTIFICATE
REGISTRAR AND THE AUTHENTICATING AGENT
| SECTION 8.01 |
Duties
of Trustee, Trust Administrator and
Others.
|
The
Trustee, prior to the occurrence of a Master Servicer Event of Default and
after
the curing of all Master Servicer Events of Default which may have occurred,
and
each of the Trust Administrator, the Paying Agent, the Certificate Registrar
and
the Authenticating Agent, at all times, undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement. During a
Master Servicer Event of Default, the Trustee shall exercise such of the rights
and powers vested in it by this Agreement, and use the same degree of care
and
skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs. Any permissive right
of the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent enumerated in this Agreement shall not
be
construed as a duty.
Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to it, which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine
whether they conform to the requirements of this Agreement; provided, however,
that none of the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent will be responsible for the
accuracy or content of any such resolutions, certificates, statements, opinions,
reports, documents or other instruments. If any such instrument is found not
to
conform to the requirements of this Agreement in a material manner, it shall
take such action as it deems appropriate to have the instrument corrected,
and
if the instrument is not corrected to its satisfaction, it will provide notice
thereof to the Certificateholders.
No
provision of this Agreement shall be construed to relieve the Trustee, the
Trust
Administrator, the
Paying Agent, the Certificate Registrar or the Authenticating Agent
from
liability for its own negligent action, its own negligent failure to act or
its
own misconduct; provided, however, that:
(i) With
respect to the Trustee, prior to the occurrence of a Master Servicer Event
of
Default, and after the curing of all such Master Servicer Events of Default
which may have occurred, and with respect to the Trust Administrator, the Paying
Agent, the Certificate Registrar and the Authenticating Agent, at all times,
the
duties and obligations of each of the Trustee, the Trust Administrator, the
Paying Agent, the Certificate Registrar and the Authenticating Agent, shall
be
determined solely by the express provisions of this Agreement, none of the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent shall be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement, no
implied covenants or obligations shall be read into this Agreement against
the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent and, in the absence of bad faith on the part of the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent, as applicable, the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar or the Authenticating Agent, as
the
case may be, may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent, as the case may be, that
conform to the requirements of this Agreement;
(ii) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be personally liable for any error
of judgment made in good faith by a Responsible Officer or Responsible Officers
of it unless it shall be proved that it was negligent in ascertaining the
pertinent facts;
(iii) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be personally liable with respect
to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Holders of Certificates entitled to at
least 25% of the Voting Rights relating to the time, method and place of
conducting any proceeding for any remedy available to the it or exercising
any
trust or power conferred upon it, under this Agreement; and
(iv) The
Trustee shall not be required to take notice or be deemed to have notice or
knowledge of any default unless a Responsible Officer of the Trustee shall
have
received written notice thereof or a Responsible Officer shall have actual
knowledge thereof. In the absence of receipt of such notice or actual knowledge,
the Trustee may conclusively assume there is no default.
None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be required to expend or risk its
own funds or otherwise incur financial liability in the performance of any
of
its duties hereunder, or in the exercise of any of its rights or powers, in
each
case not including expenses, disbursements and advances incurred or made by
the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent, as applicable, including the compensation and the
expenses and disbursements of its agents and counsel, in the ordinary course
of
the Trustee’s, the Trust Administrator’s the Paying Agent’s, the Certificate
Registrar’s or the Authenticating Agent’s, as the case may be, performance in
accordance with the provisions of this Agreement, if there is reasonable ground
for believing that the repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. With respect to the
Trustee, none of the provisions contained in this Agreement shall in any event
require the Trustee to perform, or be responsible for the manner of performance
of, any of the obligations of the Master Servicer under this Agreement, except
during such time, if any, as the Trustee shall be the successor to, and be
vested with the rights, duties, powers and privileges of, the Master Servicer
in
accordance with the terms of this Agreement.
| SECTION 8.02 |
Certain
Matters Affecting the Trustee, the Trust Administrator and
Others.
|
(a) Except
as
otherwise provided in Section 8.01:
(i) Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent and any director, officer, employee
or
agent of the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent, as the case may be, may request and
conclusively rely upon and shall be fully protected in acting or refraining
from
acting upon any resolution, Officers’ Certificate, certificate of auditors or
any other certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document reasonably believed
by it to be genuine and to have been signed or presented by the proper party
or
parties;
(ii) Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent may consult with counsel of its selection
and any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such Opinion of Counsel;
(iii) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be under any obligation to exercise
any of the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders, pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent, as applicable, security or indemnity satisfactory
to
it against the costs, expenses and liabilities which may be incurred therein
or
thereby; the right of the Trustee, the Trust Administrator, the Paying Agent,
the Certificate Registrar or the Authenticating Agent to perform any
discretionary act enumerated in this Agreement shall not be construed as a
duty,
and none of the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent shall be answerable for other
than its negligence or willful misconduct in the performance of any such act;
nothing contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of a Master Servicer Event of Default (which has not been
cured or waived), to exercise such of the rights and powers vested in it by
this
Agreement, and to use the same degree of care and skill in their exercise as
a
prudent person would exercise or use under the circumstances in the conduct
of
such person’s own affairs;
(iv) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Agreement;
(v) With
respect to the Trustee, prior to the occurrence of a Master Servicer Event
of
Default hereunder, and after the curing of all Master Servicer Events of Default
which may have occurred, and with respect to the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent, at all times,
none
of the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond
or
other paper or document, unless requested in writing to do so by the Holders
of
Certificates entitled to at least 25% of the Voting Rights; provided, however,
that if the payment within a reasonable time to the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent, as applicable, of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent, as applicable, not reasonably assured to the Trustee,
the Trust Administrator, the Paying Agent, the Certificate Registrar or the
Authenticating Agent, as applicable, by such Certificateholders, the Trustee,
the Trust Administrator, the Paying Agent, the Certificate Registrar or the
Authenticating Agent, as applicable, may require indemnity satisfactory to
it
against such cost, expense, or liability from such Certificateholders as a
condition to taking any such action;
(vi) Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and none of the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent shall be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care;
(vii) None
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar or the Authenticating Agent shall be personally liable for any loss
resulting from the investment of funds held in the Collection Account at the
direction of the Master Servicer pursuant to Section 3.12; and
(viii) Any
request or direction of the Depositor, the Master Servicer or the
Certificateholders mentioned herein shall be sufficiently evidenced in
writing.
(b) All
rights of action under this Agreement or under any of the Certificates,
enforceable by the Trustee, the Trust Administrator, the Paying Agent, the
Certificate Registrar or the Authenticating Agent, may be enforced by it without
the possession of any of the Certificates, or the production thereof at the
trial or other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee, the Trust Administrator, the Paying Agent,
the Certificate Registrar or the Authenticating Agent shall be brought in its
name for the benefit of all the Holders of such Certificates, subject to the
provisions of this Agreement.
| SECTION 8.03 |
Trustee,
Trust Administrator and Others not Liable for Certificates or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates (other than the signatures
of
the Trustee, the Trust Administrator and Citibank hereto, the signature of
the
Paying Agent and the authentication of the Authenticating Agent on the
Certificates, the acknowledgments of the Trustee and the Trust Administrator
contained in Article II and the representations and warranties of the Trustee,
the Trust Administrator and Citibank in Section 8.12) shall be taken as the
statements of the Depositor and none of the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar or the Authenticating Agent assumes
any responsibility for their correctness. None of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar or the Authenticating
Agent makes any representations or warranties as to the validity or sufficiency
of this Agreement (other than as specifically set forth in Section 8.12) or
of
the Certificates (other than the signature of the Paying Agent and
authentication of the Authenticating Agent on the Certificates) or of any
Mortgage Loan or related document or of MERS or the MERS System. None of the
Trustee, the Trust Administrator, the Paying Agent, the Certificate Registrar
or
the Authenticating Agent shall be accountable for the use or application by
the
Depositor of any of the Certificates or of the proceeds of such Certificates,
or
for the use or application of any funds paid to the Depositor or the Master
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from
the
Collection Account by the Master Servicer.
| SECTION 8.04 |
Trustee,
Trust Administrator and Others May Own
Certificates.
|
Each
of
the Trustee, the Trust Administrator, the Paying Agent, the Certificate
Registrar and the Authenticating Agent in its individual capacity or any other
capacity may become the owner or pledgee of Certificates with the same rights
it
would have if it were not the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar or the Authenticating Agent, as
applicable.
| SECTION 8.05 |
Trustee’s,
Trust Administrator’s, Paying Agent’s, Authenticating Agent’s, Certificate
Registrar’s and Custodians’ Fees and
Expenses.
|
(a) The
compensation to be paid to the Trustee, the Trust Administrator, the Paying
Agent, the Authenticating Agent and the Certificate Registrar in respect of
each
of its obligations under this Agreement or of a Custodian’s obligations under
the applicable Custodial Agreement will be the amounts paid by the Master
Servicer from its own funds or from a portion of the compensation paid to the
Master Servicer hereunder pursuant to letter agreements between the Master
Servicer and the Trustee, the Trust Administrator, the Paying Agent, the
Authenticating Agent, the Certificate Registrar and such Custodian (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) and no such compensation shall
be
paid from the assets of the Trust. Each of the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar, the Authenticating Agent, a
Custodian and any director, officer, employee or agent of any of them, as
applicable, shall be indemnified by the Trust Fund and held harmless against
any
loss, liability or expense (not including expenses, disbursements and advances
incurred or made by the Trustee, the Trust Administrator, the Paying Agent,
the
Certificate Registrar, the Authenticating Agent or a Custodian, as applicable,
including the compensation and the expenses and disbursements of its agents
and
counsel, in the ordinary course of the Trustee’s, the Trust Administrator’s the
Paying Agent’s, the Certificate Registrar’s, the Authenticating Agent’s or a
Custodian’s, as the case may be, performance in accordance with the provisions
of this Agreement) incurred by the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar, the Authenticating Agent or a Custodian,
as
applicable, in connection with any claim or legal action or any pending or
threatened claim or legal action arising out of or in connection with the
acceptance or administration of its obligations and duties under this Agreement
(or, in the case of a Custodian, under the applicable Custodial Agreement),
other than any loss, liability or expense (i) resulting from any breach of
the
Master Servicer’s (and in the case of the Trustee, the Trust Administrator’s or
the Paying Agent’s; in the case of the Trust Administrator, the Trustee’s or the
Paying Agent’s; or in the case of the Paying Agent, the Trustee’s or the Trust
Administrator’s) obligations in connection with this Agreement and the Mortgage
Loans, (ii) that constitutes a specific liability of the Trustee, the Trust
Administrator or the Paying Agent, as applicable, pursuant to Section 10.01(g)
or (iii) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder
or
by reason of reckless disregard of obligations and duties hereunder (or, in
the
case of a Custodian, under the applicable Custodial Agreement) or as a result
of
a breach of the Trustee’s, the Trust Administrator’s or the Paying Agent’s
obligations under Article X hereof (or, in the case of a Custodian, as a result
of a breach of such Custodian’s obligations under the related Custodial
Agreement). Any amounts payable to the Trustee, the Trust Administrator, the
Paying Agent, the Certificate Registrar or the Authenticating Agent, a
Custodian, or any director, officer, employee or agent of any of them in respect
of the indemnification provided by this paragraph (a), or pursuant to any other
right of reimbursement from the Trust Fund that the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent, a Custodian or any director, officer, employee or agent of any of them
may have hereunder in its capacity as such, may be withdrawn by the Paying
Agent
for payment to the applicable indemnified Person from the Distribution Account
at any time.
(b) The
Master Servicer agrees to indemnify the Trustee, the Trust Administrator, the
Paying Agent, the Certificate Registrar, the Authenticating Agent and any
Custodian from, and hold each harmless against, any loss, liability or expense
resulting from a breach of the Master Servicer’s obligations and duties under
this Agreement. Such indemnity shall survive the termination or discharge of
this Agreement and the resignation or removal of the Trustee, the Trust
Administrator, the Paying Agent, the Certificate Registrar, the Authenticating
Agent or such Custodian, as the case may be. Any payment hereunder made by
the
Master Servicer to the Trustee, the Trust Administrator, the Paying Agent,
the
Certificate Registrar, the Authenticating Agent or such Custodian shall be
from
the Master Servicer’s own funds, without reimbursement from the Trust Fund
therefor.
| SECTION 8.06 |
Eligibility
Requirements for Trustee and Trust
Administrator.
|
Each
of
the Trustee and the Trust Administrator hereunder shall at all times be a
corporation or an association organized and doing business under the laws of
any
state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee or the Trust Administrator, as the case may be, shall resign immediately
in the manner and with the effect specified in Section 8.07.
| SECTION 8.07 |
Resignation
and Removal of the Trustee and the Trust
Administrator.
|
Either
of
the Trustee or the Trust Administrator may at any time resign and be discharged
from the trust hereby created by giving written notice thereof to the Depositor,
the Master Servicer and the Certificateholders and, if the Trustee is resigning,
to the Trust Administrator, or, if the Trust Administrator is resigning, to
the
Trustee. Upon receiving such notice of resignation, the Depositor shall promptly
appoint a successor trustee or trust administrator (which may be the same Person
in the event the Trust Administrator resigns or is removed) by written
instrument, in duplicate, which instrument shall be delivered to the resigning
Trustee or Trust Administrator and to the successor trustee or trust
administrator, as applicable. A copy of such instrument shall be delivered
to
the Certificateholders, the Trustee or Trust Administrator, as applicable,
and
the Master Servicer by the Depositor. If no successor trustee or trust
administrator shall have been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation, the resigning Trustee
or
Trust Administrator, as applicable, may petition any court of competent
jurisdiction for the appointment of a successor trustee or trust administrator,
as applicable.
If
at any
time the Trustee or the Trust Administrator shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor (or in the case of the Trust
Administrator, the Trustee), or if at any time the Trustee or the Trust
Administrator shall become incapable of acting, or shall be adjudged bankrupt
or
insolvent, or a receiver of the Trustee or the Trust Administrator or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or the Trust Administrator or of its property or affairs for
the
purpose of rehabilitation, conservation or liquidation, then the Depositor
(or
in the case of the Trust Administrator, the Trustee) may remove the Trustee
or
the Trust Administrator, as applicable, and appoint a successor trustee or
trust
administrator (which may be the same Person in the event the Trust Administrator
resigns or is removed) by written instrument, in duplicate, which instrument
shall be delivered to the Trustee or Trust Administrator so removed and to
the
successor trustee or trust administrator. A copy of such instrument shall be
delivered to the Certificateholders, the Trustee or the Trust Administrator,
as
applicable, and the Master Servicer by the Depositor.
The
Holders of Certificates entitled to at least 51% of the Voting Rights may at
any
time remove the Trustee or the Trust Administrator and appoint a successor
trustee or trust administrator by written instrument or instruments, in
triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Depositor,
one
complete set to the Trustee or the Trust Administrator, as the case may be,
so
removed and one complete set to the successor so appointed. A copy of such
instrument shall be delivered to the Certificateholders and the Master Servicer
by the Depositor.
If
no
successor Trust Administrator shall have been appointed and shall have accepted
appointment within 60 days after the Trust Administrator ceases to be the Trust
Administrator pursuant to this Section 8.07, then the Trustee shall perform
the
duties of the Trust Administrator pursuant to this Agreement. The Trustee shall
notify the Rating Agencies of any change of Trust Administrator.
Any
resignation or removal of the Trustee or the Trust Administrator and appointment
of a successor trustee or trust administrator, as the case may be, pursuant
to
any of the provisions of this Section shall not become effective until
acceptance of appointment by the successor trustee or trust administrator as
provided in Section 8.08. Notwithstanding the foregoing, in the event the Trust
Administrator advises the Trustee that it is unable to continue to perform
its
obligations pursuant to the terms of this Agreement prior to the appointment
of
a successor, the Trustee shall be obligated to perform such obligations until
a
new trust administrator is appointed. Such performance shall be without
prejudice to any claim by a party hereto or beneficiary hereof resulting from
the Trust Administrator’s breach of its obligations hereunder. As compensation
therefor, the Trustee shall be entitled to all fees the Trust Administrator
would have been entitled to if it had continued to act hereunder.
| SECTION 8.08 |
Successor
Trustee or Trust Administrator.
|
Any
successor trustee or trust administrator appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the Trustee or the
Trust Administrator, as applicable, and to its predecessor trustee or trust
administrator an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee or trust administrator
shall become effective and such successor trustee or trust administrator,
without any further act, deed or conveyance, shall become fully vested with
all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee or trust administrator herein.
The predecessor trustee or trust administrator shall deliver to the successor
trustee or trust administrator all Mortgage Files and related documents and
statements, as well as all moneys, held by it hereunder and the Depositor and
the predecessor trustee or trust administrator shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee or trust
administrator all such rights, powers, duties and obligations.
No
successor trustee or trust administrator shall accept appointment as provided
in
this Section unless at the time of such acceptance such successor trustee or
trust administrator shall be eligible under the provisions of Section 8.06
and
the appointment of such successor trustee or trust administrator shall not
result in a downgrading of any Class of Certificates by the Rating Agencies,
as
evidenced by a letter from the Rating Agencies.
Upon
acceptance of appointment by a successor trustee or trust administrator as
provided in this Section, the Depositor shall mail notice of the succession
of
such trustee or trust administrator hereunder to all Holders of Certificates
at
their addresses as shown in the Certificate Register. If the Depositor fails
to
mail such notice within 10 days after acceptance of appointment by the successor
trustee or trust administrator, the successor trustee or trust administrator
shall cause such notice to be mailed at the expense of the
Depositor.
| SECTION 8.09 |
Merger
or Consolidation of Trustee or Trust
Administrator.
|
Any
corporation or association into which either the Trustee or the Trust
Administrator may be merged or converted or with which it may be consolidated
or
any corporation or association resulting from any merger, conversion or
consolidation to which the Trustee or the Trust Administrator, as the case
may
be, shall be a party, or any corporation or association succeeding to the
business of the Trustee or the Trust Administrator, as applicable, shall be
the
successor of the Trustee or the Trust Administrator, as the case may be,
hereunder, provided such corporation or association shall be eligible under
the
provisions of Section 8.06, without the execution or filing of any paper or
any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
| SECTION 8.10 |
Appointment
of Co-Trustee or Separate Trustee.
|
Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of REMIC I-A or REMIC II-A
or
property securing the same may at the time be located, the Master Servicer
and
the Trustee acting jointly shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Trustee to act
as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of REMIC I-A or REMIC II-A, and to vest
in
such Person or Persons, in such capacity, such title to REMIC I-A or REMIC
II-A,
or any part thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Master Servicer
and
the Trustee may consider necessary or desirable. If the Master Servicer shall
not have joined in such appointment within 15 days after the receipt by it
of a
request to do so, or in case a Master Servicer Event of Default shall have
occurred and be continuing, the Trustee alone shall have the power to make
such
appointment. No co-trustee or separate trustee hereunder shall be required
to
meet the terms of eligibility as a successor trustee under Section 8.06
hereunder and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08
hereof.
In
the
case of any appointment of a co-trustee or separate trustee pursuant to this
Section 8.10 all rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly, except to the
extent that under any law of any jurisdiction in which any particular act or
acts are to be performed by the Trustee (whether as Trustee hereunder or as
successor to the Master Servicer hereunder), the Trustee shall be incompetent
or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to REMIC I-A or REMIC
II-A or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
Trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
VIII. Each separate trustee and co-trustee, upon its acceptance of the trust
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
| SECTION 8.11 |
[intentionally
omitted]
|
| SECTION 8.12 |
Appointment
of Office or Agency.
|
The
Trust
Administrator or the Paying Agent on its behalf will appoint an office or agency
in the City of New York where the Certificates may be surrendered for
registration of transfer or exchange, and presented for final distribution,
and
where notices and demands to or upon the Certificate Registrar, the Paying
Agent
or the Trust Administrator in respect of the Certificates and this Agreement
may
be served.
| SECTION 8.13 |
Representations
and Warranties.
|
Each
of
the Trustee, the Trust Administrator and Citibank hereby represents and warrants
to the Master Servicer, the Depositor and the Trustee, the Trust Administrator
and Citibank, as applicable, as of the Closing Date, that:
(i) It
is
duly organized, validly existing and in good standing under the laws of the
State of New York, in the case of the Trust Administrator, and the laws of
the
United States, in the case of the Trustee and Citibank.
(ii) The
execution and delivery of this Agreement by it, and the performance and
compliance with the terms of this Agreement by it, will not violate its articles
of association or bylaws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in
the
breach of, any material agreement or other instrument to which it is a party
or
which is applicable to it or any of its assets.
(iii) It
has
the full power and authority to enter into and consummate all transactions
contemplated by this Agreement, has duly authorized the execution, delivery
and
performance of this Agreement, and has duly executed and delivered this
Agreement.
(iv) This
Agreement, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid, legal and binding obligation of it,
enforceable against it in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, receivership, reorganization, moratorium
and
other laws affecting the enforcement of creditors’ rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) It
is not
in violation of, and its execution and delivery of this Agreement and its
performance and compliance with the terms of this Agreement will not constitute
a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in its good faith and reasonable
judgment, is likely to affect materially and adversely either the ability of
the
it to perform its obligations under this Agreement or the financial condition
of
it.
(vi) No
litigation is pending or, to the best of its knowledge, threatened against
it
which would prohibit it from entering into this Agreement or, in its good faith
reasonable judgment, is likely to materially and adversely affect either the
ability of it to perform its obligations under this Agreement or the financial
condition of it.
| SECTION 8.14 |
Appointment
and Removal of Paying Agent, Authenticating Agent and Certificate
Registrar.
|
(a) The
Trust
Administrator hereby appoints Citibank as Paying Agent and Citibank hereby
accepts such appointment. The Paying Agent shall hold all amounts deposited
with
it by the Trust Administrator or the Master Servicer for payment on the
Certificates in trust for the benefit of the Certificateholders until the
amounts are paid to the Certificateholders or otherwise disposed of in
accordance with this Agreement.
Any
corporation or national banking association into which the Paying Agent may
be
merged in or converted or with which it may be consolidated, or any corporation
or national banking association resulting from any merger, conversion or
consolidation to which such Paying Agent shall be a party, or any corporation
or
national banking association succeeding to the corporate agency or corporate
trust business of the Paying Agent, shall continue to be the Paying Agent,
provided such corporation or national banking association shall be otherwise
eligible under this section 8.14(a), without the execution or filing of any
paper or any further act on the part of the Trustee, the Trust Administrator
or
the Paying Agent.
The
Paying Agent may resign at any time by giving written notice thereof to the
Trustee and the Trust Administrator. The Trust Administrator may at any time
terminate the Paying Agent by giving written notice thereof to the Paying Agent
and to the Trustee. Upon receiving such a notice of resignation or upon such
a
termination, or in case at any time such Paying Agent shall cease to be eligible
in accordance with the provisions of this section 8.14(a), the Trust
Administrator shall appoint a successor and shall mail written notice of such
appointment by first-class mail, postage prepaid to all Certificateholders
as
their names and addresses appear in the Certificate Register and to the Rating
Agencies. Following the termination or resignation of the Paying Agent and
prior
to the appointment of a successor Paying Agent, the Trust Administrator shall
act as Paying Agent hereunder. Any successor Paying Agent upon acceptance of
its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as the
Paying Agent herein. No successor Paying Agent shall be appointed unless
eligible under the provisions of this section 8.14(a).
The
Paying Agent and any successor Paying Agent (i) may not be an Originator, the
Master Servicer, a subservicer, the Depositor or an affiliate of the Depositor
unless the Paying Agent is an institutional trust department, (ii) must be
authorized to exercise corporate trust powers under the laws of its jurisdiction
of organization, and (iii) must at all times be rated at least “A1” by S&P
if S&P is a Rating Agency and at least “A/F1” by Fitch if Fitch is a rating
agency and the equivalent rating by Moody’s, if Xxxxx’x is a Rating
Agency.
The
Trust
Administrator shall pay to the Paying Agent from its own funds reasonable
compensation for its services hereunder, and such expense of the Trust
Administrator shall not be payable from the Trust Fund and shall not be
recoverable by the Trust Administrator from the assets of the Trust Fund
pursuant to section 8.05 or any other provision of this Agreement.
(b) The
Trust
Administrator hereby appoints Citibank as Authenticating Agent and Citibank
hereby accepts such appointment. The Authenticating Agent shall be authorized
to
authenticate the Certificates, and Certificates so authenticated shall be
entitled to the benefit of this Agreement.
The
Authenticating Agent shall at all times remain a corporation or national banking
association organized and doing business under the laws of the United States
of
America, any state thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus
of
not less than $15,000,000, authorized under such laws to conduct a trust
business and subject to supervision or examination by federal or state
authority. If the Authenticating Agent publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this section 8.14(b), the combined
capital and surplus of the Authenticating Agent shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this section 8.14(b), such Authenticating
Agent shall resign immediately in the manner and with the effect specified
in
this section 8.14(b).
Any
corporation or national banking association into which the Authenticating Agent
may be merged in or converted or with which it may be consolidated, or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any corporation or national banking association succeeding to the corporate
agency or corporate trust business of the Authenticating Agent, shall continue
to be the Authenticating Agent, provided such corporation or national banking
association shall be otherwise eligible under this section 8.14(b), without
the
execution or filing of any paper or any further act on the part of the Trustee,
the Trust Administrator or the Authenticating Agent.
The
Authenticating Agent may resign at any time by giving written notice thereof
to
the Trustee and the Trust Administrator. The Trust Administrator may at any
time
terminate the Authenticating Agent by giving written notice thereof to the
Authenticating Agent and to the Trustee. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this section 8.14(b), the Trust Administrator shall appoint a
successor and shall mail written notice of such appointment by first-class
mail,
postage prepaid to all Certificateholders as their names and addresses appear
in
the Certificate Register. Following the termination or resignation of the
Authenticating Agent and prior to the appointment of a successor Authenticating
Agent, the Trust Administrator shall act as Authenticating Agent hereunder.
Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as the Authenticating Agent
herein. No successor Authenticating Agent shall be appointed unless eligible
under the provisions of this section 8.14(b).
The
Trust
Administrator shall pay to the Authenticating Agent from its own funds
reasonable compensation for its services hereunder, and such expense of the
Trust Administrator shall not be payable from the Trust Fund and shall not
be
recoverable by the Trust Administrator from the assets of the Trust Fund
pursuant to section 8.05 or any other provision of this Agreement.
(c) The
Trust
Administrator hereby appoints Citibank as Certificate Registrar and Citibank
hereby accepts such appointment.
Any
corporation or national banking association into which the Certificate Registrar
may be merged in or converted or with which it may be consolidated, or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which such Certificate Registrar shall be a
party, or any corporation or national banking association succeeding to the
corporate agency or corporate trust business of the Certificate Registrar,
shall
continue to be the Certificate Registrar, provided such corporation or national
banking association shall be otherwise eligible under this section 8.14(c),
without the execution or filing of any paper or any further act on the part
of
the Trustee, the Trust Administrator or the Certificate Registrar.
The
Certificate Registrar may resign at any time by giving written notice thereof
to
the Trustee and the Trust Administrator. The Trust Administrator may at any
time
terminate the Certificate Registrar by giving written notice thereof to the
Certificate Registrar and to the Trustee.
Upon
receiving such a notice of resignation or upon such a termination, or in case
at
any time such Certificate Registrar shall cease to be eligible in accordance
with the provisions of this section 8.14(c), the Trust Administrator shall
appoint a successor and shall mail written notice of such appointment by
first-class mail, postage prepaid to all Certificateholders as their names
and
addresses appear in the Certificate Register. Following the termination or
resignation of the Certificate Registrar and prior to the appointment of a
successor Certificate Registrar, the Trust Administrator shall act as
Certificate Registrar hereunder. Any successor Certificate Registrar upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as the Certificate Registrar herein. No successor Certificate
Registrar shall be appointed unless eligible under the provisions of this
section 8.14(c).
The
Trust
Administrator shall pay to the Certificate Registrar from its own funds
reasonable compensation for its services hereunder, and such expense of the
Trust Administrator shall not be payable from the Trust Fund and shall not
be
recoverable by the Trust Administrator from the assets of the Trust Fund
pursuant to section 8.05 or any other provision of this Agreement.
(d) Notwithstanding
anything to the contrary herein, in no event shall the Trustee be liable to
any
party hereto or to any third party for the performance of any custody-related
functions with respect to which the applicable Custodian shall fail to take
action on behalf of the Trustee or, with respect to which the performance of
custody-related functions pursuant to the terms of the custodial agreement
with
the applicable Custodian shall fail to satisfy all the related requirements
under this Agreement.
(e) The
Paying Agent, in its capacity as Cap Trustee, is hereby directed to execute
and
deliver the Interest Rate Cap Agreement on behalf of Party B (as defined in
the
Interest Rate Cap Agreement) and to perform the obligations of Party B
thereunder on the Closing Date and thereafter on behalf of the holders of the
Offered Certificates. The Master Servicer, the Trust Administrator, the
Depositor and the Certificateholders by acceptance of the Offered Certificates
acknowledge and agree that the Paying Agent, in its capacity as Cap Trustee,
shall execute and deliver the Interest Rate Cap Agreement on behalf of Party
B
(as defined in the Interest Rate Cap Agreement) and to perform the obligations
of Party B thereunder and shall do so solely in its capacity as Cap Trustee
and
not in its individual capacity.
| SECTION 8.15 |
No
Trustee Liability for Actions or Inactions of
Custodians.
|
Notwithstanding
anything to the contrary herein, in no event shall the Trustee be liable to
any
party hereto or to any third party for the performance of any custody-related
functions with respect to which the applicable Custodian shall fail to take
action on behalf of the Trustee or, with respect to which the performance of
custody-related functions pursuant to the terms of the custodial agreement
with
the applicable Custodian shall fail to satisfy all the related requirements
under this Agreement.
ARTICLE
IX
TERMINATION
| SECTION 9.01 |
Termination
Upon Repurchase or Liquidation of the Mortgage
Loans.
|
(a) Subject
to Section 9.02, the respective obligations and responsibilities under this
Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent,
the Certificate Registrar, the Authenticating Agent and the Trust Administrator
with respect to the Group 1 Mortgage Loans (other than the obligations of the
Master Servicer to the Trustee and the Trust Administrator pursuant to Section
8.05 and of the Master Servicer and the Trust Administrator to provide for
and
the Paying Agent to make payments to the Holders of the Group 1 Certificates
as
hereinafter set forth) shall terminate upon payment to the Holders of the Group
1 Certificates and the deposit of all amounts held by or on behalf of the
Trustee or the Trust Administrator and required hereunder to be so paid or
deposited on the Distribution Date coinciding with or following the earlier
to
occur of (i) the purchase by the applicable Terminator of all Group 1 Mortgage
Loans and each related REO Property remaining in REMIC I-A and (ii) the final
payment or other liquidation (or any advance with respect thereto) of the last
Group 1 Mortgage Loan or related REO Property remaining in REMIC I-A. The
purchase by the applicable Terminator of all Group 1 Mortgage Loans and each
related REO Property remaining in REMIC I-A shall be at a price (the “Group 1
Termination Price”) equal to the Purchase Price of the Group 1 Mortgage Loans
included in REMIC I-A, plus the appraised value of each related REO Property,
if
any, included in REMIC I-A, such appraisal to be conducted by an appraiser
mutually agreed upon by the Master Servicer and the Trustee in their reasonable
discretion (as determined by the Master Servicer, with the consent of the
Trustee, as of the close of business on the third Business Day next preceding
the date upon which notice of any such termination is furnished to Holders
of
the Group 1 Certificates pursuant to Section 9.01(e)), provided, however, such
option may only be exercised if the Group 1 Termination Price is sufficient
to
result in the payment of all interest accrued on, as well as amounts necessary
to retire the principal balance of, each class of notes issued pursuant to
the
Indenture.
(b) Subject
to Section 9.02, the respective obligations and responsibilities under this
Agreement of the Depositor, the Master Servicer, the Trustee, the Paying Agent,
the Certificate Registrar, the Authenticating Agent and the Trust Administrator
with respect to the Group 2 Mortgage Loans (other than the obligations of the
Master Servicer to the Trustee and the Trust Administrator pursuant to Section
8.05 and of the Master Servicer and the Trust Administrator to provide for
and
the Paying Agent to make payments to the Holders of the Group 2 Certificates
as
hereinafter set forth) shall terminate upon payment to the Holders of the Group
2 Certificates and the deposit of all amounts held by or on behalf of the
Trustee or the Trust Administrator and required hereunder to be so paid or
deposited on the Distribution Date coinciding with or following the earlier
to
occur of (i) the purchase by the applicable Terminator of all Group 2 Mortgage
Loans and each related REO Property remaining in REMIC II-A and (ii) the final
payment or other liquidation (or any advance with respect thereto) of the last
Group 2 Mortgage Loan or related REO Property remaining in REMIC II-A.
The
purchase by the applicable Terminator of all Group 2 Mortgage Loans and each
related REO Property remaining in REMIC II-A shall be at a price (the “Group 2
Termination Price”) equal to the Purchase Price of the Group 2 Mortgage Loans
included in REMIC II-A, plus the appraised value of each related REO Property,
if any, included in REMIC II-A, such appraisal to be conducted by an appraiser
mutually agreed upon by the Master Servicer and the Trustee in their reasonable
discretion (as determined by the Master Servicer, with the consent of the
Trustee, as of the close of business on the third Business Day next preceding
the date upon which notice of any such termination is furnished to Holders
of
the Group 2 Certificates pursuant to Section 9.01(e)).
(c) [Reserved].
(d) The
related Terminator shall have the right to purchase all of the Group 1 Mortgage
Loans and each REO Property remaining in REMIC I-A and/or all of the Group
2
Mortgage Loans and each REO Property remaining in REMIC II-A pursuant to Section
9.01(a)(i) or Section 9.01(b)(i), as applicable, no later than the Determination
Date in the month immediately preceding the Distribution Date on which the
Group
1 Certificates or the Group 2 Certificates, as applicable, will be retired;
provided, however, that the related Terminator, as provided above, may elect
to
purchase (i) all of the Group 1 Mortgage Loans and each REO Property remaining
in REMIC I-A pursuant to Section 9.01(a)(i) only if the aggregate Stated
Principal Balance of the Group 1 Mortgage Loans and each REO Property remaining
in REMIC I-A at the time of such election is reduced to less than 10% of the
aggregate Stated Principal Balance of the Group 1 Mortgage Loans at the Cut-off
Date and/or (ii) all of the Group 2 Mortgage Loans and each REO Property
remaining in REMIC II-A pursuant to Section 9.01(b)(i) only if the aggregate
Stated Principal Balance of the Group 2 Mortgage Loans and each REO Property
remaining in REMIC II-A at the time of such election is reduced to less than
10%
of the aggregate Stated Principal Balance of the Group 2 Mortgage Loans at
the
Cut-off Date. For federal income tax purposes, the purchase by the related
Terminator of the Mortgage Loans and the REO Properties underlying the
Certificates is intended to facilitate a redemption of such Certificates
pursuant to a “cleanup call” within the meaning of Treasury regulation section
1.860G-2(j). Notwithstanding the foregoing, the applicable Terminator shall
have
the right to transfer, sell or assign its rights to purchase the Mortgage Loans
and each REO Property remaining in REMIC I-A or REMIC II-A.
(e) Notice
of
the liquidation of any Certificates shall be given promptly by the Paying Agent
by letter to the related Certificateholders (with a copy to the Trustee and
the
Trust Administrator mailed (a) in the event such notice is given in connection
with the purchase of either the Group 1 Mortgage Loans or the Group 2 Mortgage
Loans and each related REO Property remaining in REMIC I-A or REMIC II-A, as
applicable, by the related Terminator, not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of the final
distribution on the related Certificates or (b) otherwise during the month
of
such final distribution on or before the Determination Date in such month,
in
each case specifying (i) the Distribution Date upon which REMIC I-A or REMIC
II-A, as applicable, will terminate and final payment of the Group 1
Certificates or the Group 2 Certificates, as applicable, will be made upon
presentation and surrender of the Certificates at the office of the Certificate
Registrar therein designated, (ii) the amount of any such final payment, (iii)
that no interest shall accrue in respect of the Certificates from and after
the
Interest Accrual Period relating to the final Distribution Date therefor and
(iv) that the Record Date otherwise applicable to such Distribution Date is
not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office of the Certificate Registrar. In the event such
notice is given in connection with the purchase of all of the Group 1 Mortgage
Loans or the Group 2 Mortgage Loans and each related REO Property remaining
in
REMIC I-A or REMIC II-A, as applicable, by the related Terminator, the related
Terminator shall deliver to the Paying Agent for deposit in the Distribution
Account (with notice to the Trustee and the Trust Administrator) not later
than
the last Business Day of the month next preceding the month in which such
distribution will be made an amount in immediately available funds equal to
the
Group 1 Termination Price or the Group 2 Termination Price, as applicable.
Upon
certification to the Trustee by a Servicing Officer of the making of such final
deposit, the Trustee shall promptly release or cause to be released to the
related Terminator the Mortgage Files for the remaining Group 1 Mortgage Loans
or Group 2 Mortgage Loans, as applicable, and the Trustee shall execute all
assignments, endorsements and other instruments delivered to it which are
necessary to effectuate such transfer.
(f) Upon
receipt of notice by the Paying Agent of the presentation of the Certificates
by
the Certificateholders on the related final Distribution Date to the Certificate
Registrar, the Paying Agent shall distribute to each Certificateholder so
presenting and surrendering its Certificates the amount otherwise distributable
on such Distribution Date in accordance with Section 4.01 in respect of the
Certificates so presented and surrendered. Any funds not distributed to any
Holder or Holders of Certificates being retired on such Distribution Date
because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held in trust by the Paying Agent and
credited to the account of the appropriate non-tendering Holder or Holders.
If
any Certificates as to which notice has been given pursuant to this Section
9.01
shall not have been surrendered for cancellation within six months after the
time specified in such notice, the Paying Agent shall mail a second notice
to
the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect
thereto. If within one year after the second notice all such Certificates shall
not have been surrendered for cancellation, the Paying Agent shall, directly
or
through an agent, mail a final notice to remaining related non-tendering
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the funds in trust and of contacting such
Certificateholders shall be paid out of the assets remaining in the trust funds.
If within one year after the final notice any such Certificates shall not have
been surrendered for cancellation, the Paying Agent shall pay to Citigroup
Global Markets Inc. all such amounts, and all rights of non-tendering
Certificateholders in or to such amounts shall thereupon cease. No interest
shall accrue or be payable to any Certificateholder on any amount held in trust
by the Paying Agent as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with this Section
9.01.
Immediately
following the deposit of funds in trust hereunder in respect of each of the
Group 1 Certificates and the Group 2 Certificates, the Trust Fund shall
terminate. In no event shall the trust created hereby continue beyond the
earlier of (a) the Latest Possible Maturity Date and (b) expiration of 21 years
from the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx,
the
late ambassador of the United States to the Court of St. Xxxxx, living on the
date hereof.
| SECTION 9.02 |
Additional
Termination Requirements.
|
(a) In
the
event that the related Terminator purchases all the Group 1 Mortgage Loans
and
each related REO Property or all the Group 2 Mortgage Loans and each related
REO
Property, REMIC I-A (in the case of a purchase of all the Group 1 Mortgage
Loans
and each related REO Property) or REMIC II-A (in the case of a purchase of
all
the Group 2 Mortgage Loans and each related REO Property) shall be terminated,
in each case in accordance with the following additional requirements (or in
connection with the final payment on or other liquidation of the last Group
1
Mortgage Loan or related REO Property remaining in REMIC I-A or the last Group
2
Mortgage Loan or related REO Property remaining in REMIC II-A, the additional
requirement specified in clause (i) below):
(i) The
Trust
Administrator shall specify the first day in the 90-day liquidation period
in a
statement attached to REMIC I-A’s or REMIC II-A’s, as applicable, final Tax
Return pursuant to Treasury regulation Section 1.860F-1, and such termination
shall satisfy all requirements of a qualified liquidation under Section 860F
of
the Code and any regulations thereunder, as evidenced by an Opinion of Counsel
obtained at the expense of the Master Servicer;
(ii) During
such 90-day liquidation period, and at or prior to the time of making of the
final payment on the Certificates, the Trust Administrator on behalf of the
Trustee shall sell all of the assets of REMIC I-A or REMIC II-A, as applicable,
to the related Terminator for cash; and
(iii) At
the
time of the making of the final payment on the related Certificates, the Paying
Agent shall distribute or credit, or cause to be distributed or credited, to
the
Holders of the Class 1-R Certificates all cash on hand in REMIC I-A and to
the
Holders of the Class 2-R Certificates all cash on hand in REMIC II-A (in each
case other than cash retained to meet claims), and either REMIC I-A or REMIC
II-A, as applicable, shall terminate at that time.
(b) At
the
expense of the related Terminator (or in the event of termination under Section
9.01(a)(ii) or Section 9.01(b)(ii), at the expense of the Trust Administrator),
the Trust Administrator shall prepare or cause to be prepared the documentation
required in connection with the adoption of a plan of liquidation of each REMIC,
as applicable, pursuant to this Section 9.02.
(c) By
their
acceptance of Certificates, the Holders thereof hereby agree to authorize the
Trust Administrator to specify the 90-day liquidation period for each REMIC,
as
applicable, which authorization shall be binding upon all successor
Certificateholders.
ARTICLE
X
REMIC
PROVISIONS
| SECTION 10.01 |
REMIC
Administration.
|
(a) The
Trustee shall elect to treat each REMIC created hereunder as a REMIC under
the
Code and, if necessary, under applicable state law. Such election will be made
by the Trust Administrator on behalf of the Trustee on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect
of
REMIC I-A, the REMIC I-A Regular Interests shall be designated as the Regular
Interest in REMIC I-A and the Class R-IA Residual Interest shall be designated
as the Residual Interests in REMIC I-A. For the purposes of the REMIC election
in respect of REMIC I-B, the Group 1 Certificates (other than the Class I-R
Certificates) shall be designated as the Regular Interests in REMIC I-B and
the
Class R-IB Residual Interest shall be designated as the Residual Interest in
REMIC I-B. For the purposes of the REMIC election in respect of REMIC II-A,
the
REMIC II-A Regular Interests shall be designated as the Regular Interests in
REMIC II-A and the Class R-IIA Residual Interest shall be designated as the
Residual Interest in REMIC II-A. For the purposes of the REMIC election in
respect of REMIC II-B, the Group 2 Certificates (other than the Class 2-R
Certificates) shall be designated as the Regular Interests in REMIC II-B and
the
Class R-IIB Residual Interest shall be designated as the Residual Interest
in
REMIC II-B. Neither the Trustee nor the Trust Administrator shall permit the
creation of any “interests” in REMIC I-B or REMIC II-B (within the meaning of
Section 860G of the Code) other than the Group 1 Certificates and the Group
2
Certificates. The Trustee shall elect to treat each REMIC created hereunder
as a
REMIC under the Code and, if necessary, under applicable state law. Such
election will be made by the Trust Administrator on behalf of the Trustee on
Form 1066 or other appropriate federal tax or information return or any
appropriate state return for the taxable year ending on the last day of the
calendar year in which the Certificates are issued.
(b) The
Closing Date is hereby designated as the “Startup Day” of each REMIC created
hereunder within the meaning of Section 860G(a)(9) of the Code.
(c) The
Trust
Administrator shall pay any and all expenses relating to any tax audit of the
Trust Fund (including, but not limited to, any professional fees or any
administrative or judicial proceedings with respect to any Trust REMIC that
involve the Internal Revenue Service or state tax authorities), and shall be
entitled to reimbursement from the Trust therefor to the extent permitted under
Section 8.05. The Trust Administrator, as agent for any Trust REMIC’s tax
matters person, shall (i) act on behalf of the Trust Fund in relation to any
tax
matter or controversy involving any Trust REMIC and (ii) represent the Trust
Fund in any administrative or judicial proceeding relating to an examination
or
audit by any governmental taxing authority with respect thereto. The Holder
of
the largest Percentage Interest of the Residual Certificates shall be
designated, in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
matters person of the REMIC created hereunder. By its acceptance thereof, the
Holder of the largest Percentage Interest of the Residual Certificates hereby
agrees to irrevocably appoint the Trust Administrator or an Affiliate as its
agent to perform all of the duties of the tax matters person for the Trust
Fund.
(d) The
Trust
Administrator shall prepare and the Trustee at the direction of the Trust
Administrator shall sign and the Trust Administrator shall file all of the
Tax
Returns in respect of the REMIC created hereunder. The expenses of preparing
and
filing such returns shall be borne by the Trust Administrator without any right
of reimbursement therefor. The Master Servicer shall provide on a timely basis
to the Trust Administrator or its designee such information with respect to
the
assets of the Trust Fund as is in its possession and reasonably required by
the
Trust Administrator to enable it to perform its obligations under this
Article.
(e) The
Trust
Administrator shall perform on behalf of any Trust REMIC all reporting and
other
tax compliance duties that are the responsibility of the REMIC under the Code,
the REMIC Provisions or other compliance guidance issued by the Internal Revenue
Service or any state or local taxing authority including the filing of Form
8811
with the Internal Revenue Service within 30 days following the Closing Date.
Among its other duties, as required by the Code, the REMIC Provisions or other
such compliance guidance, the Trust Administrator shall provide (i) to any
Transferor of a Residual Certificate such information as is necessary for the
application of any tax relating to the transfer of a Residual Certificate to
any
Person who is not a Permitted Transferee, (ii) to the Certificateholders such
information or reports as are required by the Code or the REMIC Provisions
including reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption as required) and (iii)
to
the Internal Revenue Service the name, title, address and telephone number
of
the person who will serve as the representative of any Trust REMIC. The Master
Servicer shall provide on a timely basis to the Trust Administrator such
information with respect to the assets of the Trust Fund, including, without
limitation, the Mortgage Loans, as is in its possession and reasonably required
by the Trust Administrator to enable it to perform its obligations under this
subsection. In addition, the Depositor shall provide or cause to be provided
to
the Trust Administrator, within ten (10) days after the Closing Date, all
information or data that the Trust Administrator reasonably determines to be
relevant for tax purposes as to the valuations and issue prices of the
Certificates, including, without limitation, the price, yield, Prepayment
Assumption and projected cash flow of the Certificates.
(f) The
Master Servicer, the Trustee and the Trust Administrator shall take such action
and shall cause any Trust REMIC to take such action as shall be necessary to
create or maintain the status thereof as a REMIC under the REMIC Provisions.
The
Master Servicer, the Trustee and the Trust Administrator shall not take any
action, cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action that, under the REMIC Provisions, if taken or
not
taken, as the case may be, could (i) endanger the status of any Trust REMIC
as a
REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including
but not limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
unless the Trustee and the Trust Administrator have received an Opinion of
Counsel, addressed to the Trustee and the Trust Administrator (at the expense
of
the party seeking to take such action but in no event at the expense of the
Trust Administrator or the Trustee) to the effect that the contemplated action
will not, with respect to any Trust REMIC, endanger such status or result in
the
imposition of such a tax, nor shall the Master Servicer take or fail to take
any
action (whether or not authorized hereunder) as to which the Trustee or the
Trust Administrator has advised it in writing that it has received an Opinion
of
Counsel to the effect that an Adverse REMIC Event could occur with respect
to
such action. In addition, prior to taking any action with respect to any Trust
REMIC or its assets, or causing any Trust REMIC to take any action, which is
not
contemplated under the terms of this Agreement, the Master Servicer will consult
with the Trustee and the Trust Administrator or their designee, in writing,
with
respect to whether such action could cause an Adverse REMIC Event to occur
with
respect to any Trust REMIC, and the Master Servicer shall not take any such
action or cause any Trust REMIC to take any such action as to which the Trustee
or the Trust Administrator has advised it in writing that an Adverse REMIC
Event
could occur. The Trust Administrator and the Trustee may consult with counsel
to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not permitted by this Agreement, but in no event
shall such cost be an expense of the Trustee or the Trust Administrator. At
all
times as may be required by the Code, the Trust Administrator, the Trustee
or
the Master Servicer will ensure that substantially all of the assets of any
Trust REMIC will consist of “qualified mortgages” as defined in Section
860G(a)(3) of the Code and “permitted investments” as defined in Section
860G(a)(5) of the Code.
(g) In
the
event that any tax is imposed on “prohibited transactions” of the REMIC created
hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on
any contributions to the REMIC after the Startup Day therefor pursuant to
Section 860G(d) of the Code, or any other tax is imposed by the Code or any
applicable provisions of state or local tax laws, such tax shall be charged
(i)
to the Trust Administrator pursuant to Section 10.03 hereof, if such tax arises
out of or results from a breach by the Trust Administrator of any of its
obligations under this Article X, (ii) to the Trustee pursuant to Section 10.03
hereof, if such tax arises out of or results from a breach by the Trustee of
any
of its obligations under this Article X, (iii) to the Master Servicer pursuant
to Section 10.03 hereof, if such tax arises out of or results from a breach
by
the Master Servicer of any of its obligations under Article III or this Article
X, (iv) to the Paying Agent pursuant to Section 10.03 hereof, if such tax arises
out of or results from a breach by the Paying Agent of any of its obligations
under this Article X, or otherwise (v) against amounts on deposit in the
Distribution Account and shall be paid by withdrawal therefrom.
(h) [Reserved].
(i) The
Trust
Administrator shall, for federal income tax purposes, maintain books and records
with respect to any Trust REMIC on a calendar year and on an accrual
basis.
(j) Following
the Startup Day, the Master Servicer, the Trustee and the Trust Administrator
shall not accept any contributions of assets to any Trust REMIC other than
in
connection with any Qualified Substitute Mortgage Loan delivered in accordance
with Section 2.03 unless it shall have received an Opinion of Counsel to the
effect that the inclusion of such assets in the Trust Fund will not cause the
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or subject the REMIC to any tax under the REMIC Provisions or other
applicable provisions of federal, state and local law or
ordinances.
(k) None
of
the Trustee, the Trust Administrator or the Master Servicer shall enter into
any
arrangement by which any Trust REMIC will receive a fee or other compensation
for services nor permit either such REMIC to receive any income from assets
other than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
Code.
| SECTION 10.02 |
Prohibited
Transactions and Activities.
|
None
of
the Depositor, the Master Servicer, the Trust Administrator, the Paying Agent
or
the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans
(except in connection with (i) the foreclosure of a Mortgage Loan, including
but
not limited to, the acquisition or sale of a Mortgaged Property acquired by
deed
in lieu of foreclosure, (ii) the bankruptcy of any Trust REMIC, (iii) the
termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv)
a
substitution pursuant to Article II of this Agreement or (v) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire
any
assets for any Trust REMIC (other than REO Property acquired in respect of
a
defaulted Mortgage Loan), nor sell or dispose of any investments in the
Collection Account or the Distribution Account for gain, nor accept any
contributions to any Trust REMIC after the Closing Date (other than a Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.03), unless
it
has received an Opinion of Counsel, addressed to the Trustee and the Trust
Administrator (at the expense of the party seeking to cause such sale,
disposition, substitution, acquisition or contribution but in no event at the
expense of the Trustee or the Trust Administrator) that such sale, disposition,
substitution, acquisition or contribution will not (a) affect adversely the
status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject
to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC
Provisions.
| SECTION 10.03 |
Master
Servicer and Trust Administrator
Indemnification.
|
(a) The
Trust
Administrator agrees to indemnify the Trust Fund, the Depositor, the Master
Servicer and the Trustee for any taxes and costs including, without limitation,
any reasonable attorneys fees imposed on or incurred by the Trust Fund, the
Depositor, the Master Servicer or the Trustee as a result of a breach of the
Trust Administrator’s covenants set forth in this Article X.
(b) The
Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Trust
Administrator and the Trustee for any taxes and costs including, without
limitation, any reasonable attorneys’ fees imposed on or incurred by the Trust
Fund, the Depositor, the Trust Administrator or the Trustee, as a result of
a
breach of the Master Servicer’s covenants set forth in Article III or this
Article X.
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
| SECTION 11.01 |
Amendment.
|
This
Agreement may be amended from time to time by the Depositor, the Master
Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the
Authenticating Agent and the Trust Administrator without the consent of any
of
the Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct,
modify or supplement any provisions herein (including to give effect to the
expectations of Certificateholders) or (iii) to make any other provisions with
respect to matters or questions arising under this Agreement which shall not
be
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by either (a) an Opinion of Counsel delivered to the
Trustee and the Trust Administrator, adversely affect in any material respect
the interests of any Certificateholder or (b) written notice to the Depositor,
the Servicer, the Trustee and the Trust Administrator from the Rating Agencies
that such action will not result in the reduction or withdrawal of the rating
of
any outstanding Class of Certificates with respect to which it is a Rating
Agency. No amendment shall be deemed to adversely affect in any material respect
the interests of any Certificateholder who shall have consented thereto, and
no
Opinion of Counsel or Rating Agency confirmation shall be required to address
the effect of any such amendment on any such consenting
Certificateholder.
This
Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the
Authenticating Agent and the Trust Administrator with the consent of the Holders
of Certificates entitled to at least 66% of the Voting Rights for the purpose
of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders of Certificates; provided, however, that no such amendment shall (i)
reduce in any manner the amount of, or delay the timing of, payments received
on
Mortgage Loans which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate, (ii) adversely affect in any
material respect the interests of the Holders of any Class of Certificates
in a
manner, other than as described in (i), without the consent of the Holders
of
Certificates of such Class evidencing at least 66% of the Voting Rights
allocated to such Class, or (iii) modify the consents required by the
immediately preceding clauses (i) and (ii) without the consent of the Holders
of
all Certificates then outstanding. Notwithstanding any other provision of this
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 11.01, Certificates registered in the name of the Depositor or
the
Master Servicer or any Affiliate thereof shall be entitled to Voting Rights
with
respect to matters affecting such Certificates.
Notwithstanding
any contrary provision of this Agreement, the Trust Administrator shall not
consent to any amendment to this Agreement unless it shall have first received
an Opinion of Counsel to the effect that such amendment will not result in
the
imposition of any tax on any Trust REMIC pursuant to the REMIC Provisions or
cause any Trust REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding.
Prior
to
executing any amendment pursuant to this Section, the Trust Administrator shall
be entitled to receive an Opinion of Counsel (provided by the Person requesting
such amendment) to the effect that such amendment is authorized or permitted
by
this Agreement.
Promptly
after the execution of any such amendment the Trust Administrator shall furnish
a copy of such amendment to each Certificateholder.
It
shall
not be necessary for the consent of Certificateholders under this Section 11.01
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trust Administrator may prescribe.
The
cost
of any Opinion of Counsel to be delivered pursuant to this Section 11.01 shall
be borne by the Person seeking the related amendment, but in no event shall
such
Opinion of Counsel be an expense of the Trustee or the Trust
Administrator.
Notwithstanding
the foregoing, each of the Trustee, the Paying Agent, the Certificate Registrar,
the Authenticating Agent and Trust Administrator may, but shall not be obligated
to enter into any amendment pursuant to this Section that affects its rights,
duties and immunities under this Agreement or otherwise.
| SECTION 11.02 |
Recordation
of Agreement; Counterparts.
|
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Master Servicer at the
expense of the Certificateholders, but only upon direction of Certificateholders
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the
Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
| SECTION 11.03 |
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No
Certificateholder shall have any right to vote (except as expressly provided
for
herein) or in any manner otherwise control the operation and management of
the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the terms of any of the Certificates, be construed
so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to
any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No
Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless (i) such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and (ii) the Holders of
Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to institute such action, suit or proceeding
in
its own name as Trustee hereunder and shall have offered to the Trustee such
indemnity satisfactory to it against the costs, expenses and liabilities to
be
incurred therein or thereby, and the Trustee, for 15 days after its receipt
of
such notice, request and offer of indemnity, shall have neglected or refused
to
institute any such action, suit or proceeding. It is understood and intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of
this
Agreement to affect, disturb or prejudice the rights of the Holders of any
other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, or to enforce any right under this Agreement, except
in the manner herein provided and for the equal, ratable and common benefit
of
all Certificateholders. For the protection and enforcement of the provisions
of
this Section, each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.
| SECTION 11.04 |
Governing
Law.
|
This
Agreement shall be construed in accordance with the laws of the State of New
York and the obligations, rights and remedies of the parties hereunder shall
be
determined in accordance with such laws.
| SECTION 11.05 |
Notices.
|
All
directions, demands and notices hereunder shall be sent (i) via facsimile (with
confirmation of receipt) or (ii) in writing and shall be deemed to have been
duly given when received if personally delivered at or mailed by first class
mail, postage prepaid, or by express delivery service or delivered in any other
manner specified herein, to (a) in the case of the Depositor, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group (telecopy
number (000) 000-0000), or such other address or telecopy number as may
hereafter be furnished to the Master Servicer, the Trust Administrator, the
Paying Agent, the Certificate Registrar, the Authenticating Agent and the
Trustee in writing by the Depositor, (b) in the case of the Master Servicer,
Master Servicing Division - MC: N3B-355M, 0000 Xxxxxx Xxxx., Xxxxxx, XX 00000
(Attention: Compliance Manager), facsimile no.: (000) 000-0000 (with a copy
to,
0000 Xxxxxxxxxx Xxxxx, X’Xxxxxx, XX 00000, Attention: Chief Legal Counsel
(facsimile no.: (000) 000-0000)), or such other address or facsimile number
as
may hereafter be furnished to the Trustee, the Trust Administrator, the Paying
Agent, the Certificate Registrar, the Authenticating Agent and the Depositor
in
writing by the Master Servicer, (c) in the case of the Trust Administrator,
1000
Technology Drive, M.S. 337, O’Xxxxxx, Xxxxxxxx 00000, Attention: Mortgage
Finance (telecopy number (000) 000-0000), or such other address or telecopy
number as may hereafter be furnished to the Trustee, the Trust Administrator,
the Paying Agent, the Certificate Registrar, the Authenticating Agent and the
Depositor in writing by the Master Servicer (d) in the case of the Paying Agent,
the Authenticating Agent and the Certificate Registrar, 000 Xxxxxxxxx Xxxxxx,
00xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Citibank Agency & Trust, CMLTI
2006-AR9, (telephone number (000) 000-0000), or such other address or telecopy
number as may hereafter be furnished to the Master Servicer, the Depositor,
the
Trust Administrator and the Trustee in writing by the Paying Agent, the
Certificate Registrar or the Authenticating Agent and (e) in the case of the
Trustee, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx, 0xx
Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Corporate Trust Services (telecopy
number (000) 000-0000), or such other address or telecopy number as may
hereafter be furnished to the Master Servicer, the Trust Administrator, the
Paying Agent, the Certificate Registrar, the Authenticating Agent and the
Depositor in writing by the Trustee. Any notice required or permitted to be
given to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register.
Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.
| SECTION 11.06 |
Severability
of Provisions.
|
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
| SECTION 11.07 |
Notice
to Rating Agencies.
|
The
Trust
Administrator shall use its best efforts promptly to provide notice to the
Rating Agencies, and each of the Master Servicer and the Paying Agent shall
use
its best efforts promptly to provide notice to the Trust Administrator, with
respect to each of the following of which the Trust Administrator, the Master
Servicer or the Paying Agent, as applicable, has actual knowledge:
1. Any
material change or amendment to this Agreement;
2. The
occurrence of any Master Servicer Event of Default that has not been cured
or
waived;
3. The
resignation or termination of the Master Servicer, the Trust Administrator,
the
Paying Agent, the Certificate Registrar, the Authenticating Agent or the
Trustee;
4. The
repurchase or substitution of Mortgage Loans pursuant to or as contemplated
by
Section 2.03;
5. The
final
payment to the Holders of any Class of Certificates;
6. Any
change in the location of the Collection Account or the Distribution
Account;
7. Any
event
that would result in the inability of the Trustee, were it to succeed as Master
Servicer, to make advances regarding delinquent Mortgage Loans; and
8. The
filing of any claim under the Master Servicer’s blanket bond and errors and
omissions insurance policy required by Section 3.14 or the cancellation or
material modification of coverage under any such instrument.
In
addition, the Trust Administrator shall make available to the Rating Agencies
copies of each report to Certificateholders described in Section 4.02 and the
Master Servicer shall promptly furnish to the Rating Agencies copies of the
following:
1. Each
Annual Statement of Compliance described in Section 3.20; and
2. Each
Compliance Assessment and Attestation Report described in Section
3.21.
Any
such
notice pursuant to this Section 11.07 shall be in writing and shall be deemed
to
have been duly given if personally delivered at or mailed by first class mail,
postage prepaid, or by express delivery service to Standard & Poor’s Ratings
Services, a division of the XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000; and to Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, or such other addresses as the Rating Agencies may designate
in
writing to the parties hereto.
| SECTION 11.08 |
Article
and Section References.
|
All
article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.
| SECTION 11.09 |
Grant
of Security Interest.
|
It
is the
express intent of the parties hereto that the conveyance of the Mortgage Loans
by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage
Loans by the Depositor and not a pledge of the Mortgage Loans by the Depositor
to secure a debt or other obligation of the Depositor. However, in the event
that, notwithstanding the aforementioned intent of the parties, the Mortgage
Loans are held to be property of the Depositor, then, (a) it is the express
intent of the parties that such conveyance be deemed a pledge of the Mortgage
Loans by the Depositor to the Trustee to secure a debt or other obligation
of
the Depositor and (b)(1) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the Uniform Commercial
Code
as in effect from time to time in the State of New York; (2) the conveyance
provided for in Section 2.01 hereof shall be deemed to be a grant by the
Depositor to the Trustee of a security interest in all of the Depositor’s right,
title and interest in and to the Mortgage Loans and all amounts payable to
the
holders of the Mortgage Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or invested
in the Collection Account and the Distribution Account, whether in the form
of
cash, instruments, securities or other property; (3) the obligations secured
by
such security agreement shall be deemed to be all of the Depositor’s obligations
under this Agreement, including the obligation to provide to the
Certificateholders the benefits of this Agreement relating to the Mortgage
Loans
and the Trust Fund; and (4) notifications to persons holding such property,
and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
Accordingly, the Depositor hereby grants to the Trustee a security interest
in
the Mortgage Loans and all other property described in clause (2) of the
preceding sentence, for the purpose of securing to the Trustee the performance
by the Depositor of the obligations described in clause (3) of the preceding
sentence. Notwithstanding the foregoing, the parties hereto intend the
conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
sale of the Mortgage Loans and assets constituting the Trust Fund by the
Depositor to the Trustee.
| SECTION 11.10 |
Intention
of the Parties and Interpretation.
|
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
and
4.06 of this Agreement is to facilitate compliance by the Depositor with the
provisions of Regulation AB promulgated by the Commission under the 1934 Act
(17
C.F.R. §§ 229.1100 - 229.1123), as such may be amended from time to time and
subject to clarification and interpretive advice as may be issued by the staff
of the Commission from time to time. Therefore, each of the parties agrees
that
(a) the obligations of the parties hereunder shall be interpreted in such a
manner as to accomplish that purpose, (b) the parties’ obligations hereunder
will be supplemented and modified as necessary to be consistent with any such
amendments, interpretive advice or guidance, convention or consensus among
active participants in the asset-backed securities markets, opinion of counsel,
or otherwise in respect of the requirements of Regulation AB, (c) the parties
shall comply with requests made by the Depositor for delivery of additional
or
different information, to the extent that such information is available or
reasonably attainable, as the Depositor may determine in good faith is necessary
to comply with the provisions of Regulation AB, and (d) no amendment of this
Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of the
provisions of Regulation AB; provided, however, that any such changes shall
require the consent of each of the parties hereto.
All
percentages of Voting Rights referred to herein shall be deemed, with respect
to
matters affecting the related Collateral Pool and the related Certificates,
to
mean percentages of the Voting Rights with respect to such related Certificates.
IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Trust Administrator,
the Paying Agent, the Authenticating Agent, the Certificate Registrar and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized, in each case as of the day and year first above
written.
|
CITIGROUP
MORTGAGE LOAN TRUST INC.,
as
Depositor
|
|||||||||||||||
|
By:
|
/s/
Xxxxx X. Xxxxxxxxx
|
||||||||||||||
|
Name:
|
Xxxxx
X. Xxxxxxxxx
|
||||||||||||||
|
Title:
|
Vice
President
|
||||||||||||||
|
CITIMORTGAGE,
INC.,
as
Master Servicer and Trust Administrator
|
|||||||||||||||
|
By:
|
/s/
Xxxxx Xxxxxx
|
||||||||||||||
|
Name:
|
Xxxxx
Xxxxxx
|
||||||||||||||
|
Title:
|
Sr.
Vice President
|
||||||||||||||
|
CITIBANK,
N.A.,
as
Paying Agent, Certificate Registrar and Authenticating
Agent
|
|||||||||||||||
|
By:
|
/s/
Xxxxxxxx XxXxxxx
|
||||||||||||||
|
Name:
|
Xxxxxxxx
XxXxxxx
|
||||||||||||||
|
Title:
|
Vice
President
|
||||||||||||||
|
U.S.
BANK NATIONAL ASSOCIATION, not in its individual capacity but solely
as
Trustee
|
|||||||||||||||
|
By:
|
/s/
Xxxxxxxxx Xxxxxx
|
||||||||||||||
|
Name:
|
Xxxxxxxxx
Xxxxxx
|
||||||||||||||
|
Title:
|
Assistant
Vice President
|
||||||||||||||
|
For
purposes of Sections 6.06, 6.07 and 6.08:
|
|
XXXXXXX
FIXED INCOME SERVICES INC.
|
|
By:
/s/ Xxxxx X. Xxxxxxx
|
|
Name: Xxxxx
X. Xxxxxxx
|
|
Title:
President
and General Counsel
|
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
____ day of November 2006, before me, a notary public in and for said State,
personally appeared _____________________, known to me to be an
_____________________ of Citigroup Mortgage Loan Trust Inc., one of the
corporations that executed the within instrument, and also known to me to be
the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF_____________
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF___________
|
)
|
On
the
____ day of November 2006, before me, a notary public in and for said State,
personally appeared _____________________, known to me to be a
_____________________ of CitiMortgage, Inc., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF NEW YORK
|
)
|
On
the
____ day of November 2006, before me, a notary public in and for said State,
personally appeared _____________________, known to me to be an
_____________________ of Citibank, N.A., one of the corporations that executed
the within instrument, and also known to me to be the person who executed it
on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official the day
and
year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF_____________
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF___________
|
)
|
On
the
____ day of November, 2006, before me, a notary public in and for said State,
personally appeared _____________________, known to me to be a
_____________________ of U.S. Bank National Association, one of the entities
that executed the within instrument, and also known to me to be the person
who
executed it on behalf of said corporation, and acknowledged to me that such
entity executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
EXHIBIT
A-1
FORM
OF
CLASS 1-A1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
2006-AR9
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing
Agreement:
November 1, 2006
First
Distribution Date: December 26, 2006
No.
1
|
Aggregate
Certificate Principal Balance of
the
Class 1-A1 Certificates as of the Issue
Date:
$174,654,000.00
Denomination:
$174,654,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: November 30, 2006
CUSIP:
17310R AA 7
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate
and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1-A1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
1-A1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 1-A1
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool
as of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
State
|
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
||
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-2
FORM
OF
CLASS 1-A2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
2006-AR9
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing
Agreement:
November 1, 2006
First
Distribution Date: December 26, 2006
No.
1
|
Aggregate
Certificate Principal Balance of
the
Class 1-A2 Certificates as of the Issue
Date:
$108,041,000.00
Denomination:
$108,041,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: November 30, 2006
CUSIP:
17310R AB 5
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate
and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1-A2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
1-A2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 1-A2
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool
as of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
State
|
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
||
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-3
FORM
OF
CLASS 1-A3 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
2006-AR9
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing
Agreement:
November 1, 2006
First
Distribution Date: December 26, 2006
No.
1
|
Aggregate
Certificate Principal Balance of
the
Class 1-A3 Certificates as of the Issue
Date:
$66,517,000.00
Denomination:
$66,517,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: November 30, 2006
CUSIP:
17310R AC 3
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate
and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1-A3 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
1-A3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 1-A3
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool
as of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
State
|
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
||
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-4
FORM
OF
CLASS 1-A4 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
2006-AR9
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing
Agreement:
November 1, 2006
First
Distribution Date: December 26, 2006
No.
1
|
Aggregate
Certificate Principal Balance of
the
Class 1-A4 Certificates as of the Issue
Date:
$38,801,000.00
Denomination:
$38,801,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: November 30, 2006
CUSIP:
17310R AD 1
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate
and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1-A4 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
1-A4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 1-A4
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool
as of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
State
|
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
||
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-5
FORM
OF
CLASS 1-M1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS 1-A1 CERTIFICATES, THE
CLASS
1-A2 CERTIFICATES, THE CLASS 1-A3 CERTIFICATES, THE CLASS 1-A4 CERTIFICATES
TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the
Class
1-M1 Certificates as of the Issue Date:
$9,463,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$9,463,000.00
|
|
Cut-off Date and date of Pooling and
Servicing
Agreement:
November 1, 2006
|
Master
Servicer and Trust Administrator:
CitiMortgage,
Inc.
|
|
First
Distribution Date: December 26, 2006
|
Certificate
Registrar, Paying Agent &
Authenticating
Agent: Citibank, N.A.
|
|
Issue
Date: November 30, 2006
|
Trustee:
U.S. Bank National Association
|
|
No.
1
|
CUSIP:
17310R AE 9
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1-M1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
1-M1 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 1-M1
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
and all property acquired in respect of any Mortgage Loan in such Collateral
Pool at a price determined as provided in the Agreement. The exercise of
such
right will effect early retirement of the Certificates relating to such
Collateral Pool; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Loans in such Collateral Pool at
the
time of purchase being less than 10% of the aggregate principal balance of
the
Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-6
FORM
OF
CLASS 1-M2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS 1-A1 CERTIFICATES, THE CLASS 1-A2
CERTIFICATES, THE CLASS 1-A3 CERTIFICATES, THE CLASS 1-A4 CERTIFICATES AND
THE
CLASS 1-M1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of
the
Class 1-M2 Certificates as of the Issue
Date:
$6,172,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$6,172,000.00
|
|
Cut-off Date and date of Pooling and
Servicing
Agreement: November 1, 2006
|
Master
Servicer and Trust Administrator:
CitiMortgage,
Inc.
|
|
First
Distribution Date: December 26, 2006
|
Certificate
Registrar, Paying Agent &
Authenticating
Agent: Citibank, N.A.
|
|
Issue
Date: November 30, 2006
|
Trustee:
U.S. Bank National Association
|
|
No.
1
|
CUSIP:
17310R AF 6
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1-M2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
1-M2 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 1-M2
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
and all property acquired in respect of any Mortgage Loan in such Collateral
Pool at a price determined as provided in the Agreement. The exercise of
such
right will effect early retirement of the Certificates relating to such
Collateral Pool; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Loans in such Collateral Pool at
the
time of purchase being less than 10% of the aggregate principal balance of
the
Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-7
FORM
OF
CLASS 1-M3 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS 1-A1 CERTIFICATES, THE CLASS 1-A2
CERTIFICATES, THE CLASS 1-A3 CERTIFICATES, THE CLASS 1-A4 CERTIFICATES, THE
CLASS 1-M1 CERTIFICATES AND THE CLASS 1-M2 CERTIFICATES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of
the
Class 1-M3 Certificates as of the Issue
Date:
$2,469,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$2,469,000.00
|
|
Cut-off Date and date of Pooling and
Servicing
Agreement: November 1, 2006
|
Master
Servicer and Trust Administrator:
CitiMortgage,
Inc.
|
|
First
Distribution Date: December 26, 2006
|
Certificate
Registrar, Paying Agent &
Authenticating
Agent: Citibank, N.A.
|
|
Issue
Date: November 30, 2006
|
Trustee:
U.S. Bank National Association
|
|
CUSIP:
17310R AG 4
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1-M3 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
1-M3 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 1-M3
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
and all property acquired in respect of any Mortgage Loan in such Collateral
Pool at a price determined as provided in the Agreement. The exercise of
such
right will effect early retirement of the Certificates relating to such
Collateral Pool; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Loans in such Collateral Pool at
the
time of purchase being less than 10% of the aggregate principal balance of
the
Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-8
FORM
OF
CLASS 1-M4 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS 1-A1 CERTIFICATES, THE CLASS 1-A2
CERTIFICATES, THE CLASS 1-A3 CERTIFICATES, THE CLASS 1-A4 CERTIFICATES, THE
CLASS 1-M1 CERTIFICATES, THE CLASS 1-M2 CERTIFICATES AND THE CLASS 1-M3
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES.
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of
the
Class 1-M4 Certificates as of the Issue
Date:
$2,058,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$2,058,000.00
|
|
Cut-off Date and date of Pooling and
Servicing
Agreement: November 1, 2006
|
Master
Servicer and Trust Administrator:
CitiMortgage,
Inc.
|
|
First
Distribution Date: December 26, 2006
|
Certificate
Registrar, Paying Agent &
Authenticating
Agent: Citibank, N.A.
|
|
Issue
Date: November 30, 2006
|
Trustee:
U.S. Bank National Association
|
|
No.
1
|
CUSIP:
17310R AH 2
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 1-M4 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
1-M4 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 1-M4
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Certificate Registrar as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form
below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the
same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or
transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
and all property acquired in respect of any Mortgage Loan in such Collateral
Pool at a price determined as provided in the Agreement. The exercise of
such
right will effect early retirement of the Certificates relating to such
Collateral Pool; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Loans in such Collateral Pool at
the
time of purchase being less than 10% of the aggregate principal balance of
the
Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-9
FORM
OF
CLASS 1-CE CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS 1-A1 CERTIFICATES, THE CLASS 1-A2
CERTIFICATES, THE CLASS 1-A3 CERTIFICATES, THE CLASS 1-A4 CERTIFICATES AND
THE
GROUP 1 MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
|
Series:
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of
the
Class 1-CE Certificates as of the Issue
Date:
$3,291,971.93
|
|
Pass-Through
Rate: Variable
|
Denomination:
$3,291,971.93
|
|
Cut-off
Date and date of Pooling and
Servicing
Agreement: November 1, 2006
|
Master
Servicer and Trust Administrator:
CitiMortgage,
Inc.
|
|
First
Distribution Date: December 26, 2006
|
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Aggregate
Notional Amount of the Class 1-
CE
Certificates as of the Issue Date:
$411,466,971.93
|
Issue
Date: November 30, 2006
|
THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE OR NOTIONAL AMOUNT HEREOF AT ANY
TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OR NOTIONAL AMOUNT, AS THE CASE MAY BE, OF THIS
CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Citigroup Global Markets Realty Corp. is the registered owner
of
a Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class 1-CE Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class 1-CE Certificates in REMIC II created pursuant to a Pooling
and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Master Servicer,
the
Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain
of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 1-CE
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and any
Sub-Servicer against any liability that may result if the transfer is not
so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
and all property acquired in respect of any Mortgage Loan in such Collateral
Pool at a price determined as provided in the Agreement. The exercise of
such
right will effect early retirement of the Certificates relating to such
Collateral Pool; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Loans in such Collateral Pool at
the
time of purchase being less than 10% of the aggregate principal balance of
the
Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-10
FORM
OF
CLASS 1-R CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986, AS AMENDED (THE “CODE”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED
TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A)
SUCH
TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
OR
POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
ANY
ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
OR
COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
IS
PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.
|
Series
0000-XX0
|
Xxxxxxxxx
Percentage Interest of the Class
1-R
Certificates as of the Issue Date: 100%
|
|
Cut-off
Date and date of Pooling and Servicing
Agreement:
November 1, 2006
|
Master
Servicer and Trust Administrator:
CitiMortgage,
Inc.
|
|
First
Distribution Date: December 26, 2006
|
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: November 30, 2006
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate,
first lien mortgage loans (the “Mortgage Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Citigroup Global Markets Inc. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class 1-R Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class 1-R Certificates created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 1-R
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing a Percentage Interest in the
Class of Certificates equal to the denomination specified on the face hereof
divided by the aggregate Certificate Principal Balance of the Class of
Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
Any
resale, transfer or other disposition of this certificate may be made only
in
accordance with the provisions of section 5.02 of the agreement referred
to
herein.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator or the Servicer
in their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder’s prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor or the Trust Administrator is obligated
to register or qualify the Class of Certificates specified on the face hereof
under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Depositor, the Servicer and any
Sub-Servicer against any liability that may result if the transfer is not
so
exempt or is not made in accordance with such federal and state
laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that
(A) the
Class 1-R Certificates have been designated as a residual interest in REMIC
I
and REMIC II, (B) it will include in its income a pro rata share of the net
income of the Trust Fund and that such income may be an “excess inclusion,” as
defined in the Code, that, with certain exceptions, cannot be offset by other
losses or benefits from any tax exemption, and (C) it expects to have the
financial means to satisfy all of its tax obligations including those relating
to holding the Class 1-R Certificates. Notwithstanding the registration in
the
Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall
be
deemed to be of no legal force or effect whatsoever and such Person shall
not be
deemed to be a Certificateholder for any purpose, including, but not limited
to,
the receipt of distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to
have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to
cease
to qualify as a REMIC or cause the imposition of a tax upon REMIC I or REMIC
II.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, the Trustee,
Citibank, N.A., nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
and all property acquired in respect of any Mortgage Loan in such Collateral
Pool at a price determined as provided in the Agreement. The exercise of
such
right will effect early retirement of the Certificates relating to such
Collateral Pool; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Loans in such Collateral Pool at
the
time of purchase being less than 10% of the aggregate principal balance of
the
Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and
none of the Trustee, Master Servicer or Trust Administrator assume
responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-11
FORM
OF
CLASS 2-A CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of
the
Class 2-A1A Certificates as of the Issue
Date:
$214,785,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$214,785,000.00
|
|
Cut-off Date and date of Pooling and
Servicing
Agreement: November 1, 2006
|
Master
Servicer and Trust Administrator:
CitiMortgage,
Inc.
|
|
First
Distribution Date: December 26, 2006
|
Certificate
Registrar, Paying Agent &
Authenticating
Agent: Citibank, N.A.
|
|
Issue
Date: November 30, 2006
|
Trustee:
U.S. Bank National Association
|
|
No.
1
|
CUSIP:
17310R AM 1
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE SERVICER, THE TRUST ADMINISTRATOR, THE TRUSTEE
OR
ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2-A1A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
2-A1A Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 2-A1A
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
and all property acquired in respect of any Mortgage Loan in such Collateral
Pool at a price determined as provided in the Agreement. The exercise of
such
right will effect early retirement of the Certificates relating to such
Collateral Pool; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Loans in such Collateral Pool at
the
time of purchase being less than 10% of the aggregate principal balance of
the
Mortgage Loans in such Collateral Pool as of the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-12
FORM
OF
CLASS 2-AIO CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
2006-AR9
Pass-Through
Rate: 0.56544% per annum
Cut-off Date and date of Pooling and
Servicing
Agreement:
November 1, 2006
First
Distribution Date: December 26, 2006
No.
1
|
Aggregate
Notional Amount of the Class 2-
AIO
Certificates as of the Issue Date:
$214,785,000.00
Denomination:
$214,785,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: November 30, 2006
CUSIP:
17310R AP 4
|
THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECLINE MONTHLY. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN
ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate
and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Notional Amount of the Class 2-AIO Certificates as of the Issue Date) in
that
certain beneficial ownership interest evidenced by all the Class 2-AIO
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 2-AIO
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool
as of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
State
|
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
||
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-13
FORM
OF
CLASS 2-BIO CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
|
Series
2006-AR9
Pass-Through
Rate: 0.40000% per annum
Cut-off Date and date of Pooling and
Servicing
Agreement:
November 1, 2006
First
Distribution Date: December 26, 2006
No.
1
|
Aggregate
Notional Amount of the Class 2-
BIO
Certificates as of the Issue Date:
$7,500,000.00
Denomination:
$7,500,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: November 30, 2006
CUSIP:
17310R AQ 2
|
THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL DECLINE MONTHLY. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN
ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate
and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Notional Amount of the Class 2-BIO Certificates as of the Issue Date) in
that
certain beneficial ownership interest evidenced by all the Class 2-BIO
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 2-BIO
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool
as of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual
capacity,
but solely as Paying Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST
INC.,
MORTGAGE PASS THROUGH
CERTIFICATES,
SERIES 0000-XX0
XXXXXXXX,
N.A., not in its individual
capacity,
but solely as Authenticating Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
State
|
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
||
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-14
FORM
OF
CLASS 2-B1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES TO THE EXTENT
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
|
Series
2006-AR9
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing
Agreement: November 1, 2006
First
Distribution Date: December 26, 2006
No.1
|
Aggregate
Certificate Principal Balance of
the
Class 2-B1 Certificates as of the Issue
Date:
$5,000,000.00
Denomination:
$5,000,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: November 30, 2006
CUSIP:
17310R AS 8
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate
and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2-B1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
2-B1 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 2-B1
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Any
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made in
accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool
as of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
0000-XX0
XXXXXXXX,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
_________________
State
|
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
||
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-15
FORM
OF
CLASS 2-B2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES AND THE CLASS
2-B1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
|
Series
2006-AR9
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing
Agreement: November 1, 2006
First
Distribution Date: December 26, 2006
No.1
|
Aggregate
Certificate Principal Balance of
the
Class 2-B2 Certificates as of the Issue
Date:
$2,500,000.00
Denomination:
$2,500,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: November 30, 2006
CUSIP:
17310R AT 6
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate
and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2-B2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
2-B2 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, Trust Administrator,
Citibank, N.A. and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement.
This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 2-B2
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Any
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made in
accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool
as of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
0000-XX0
XXXXXXXX,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
_________________
State
|
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
||
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-16
FORM
OF
CLASS 2-B3 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
ANY
TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR SHALL BE DEEMED TO MAKE THE
REPRESENTATIONS IN SECTION 5.02(C) OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS
2-B1
CERTIFICATES AND THE CLASS 2-B2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
|
Series
2006-AR9
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing
Agreement: November 1, 2006
First
Distribution Date: December 26, 2006
No.1
|
Aggregate
Certificate Principal Balance of
the
Class 2-B3 Certificates as of the Issue
Date:
$1,591,000.00
Denomination:
$1,591,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: November 30, 2006
CUSIP:
17310R AU 3
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate
and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2-B3 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
2-B3 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 2-B3
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Any
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made in
accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool
as of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
0000-XX0
XXXXXXXX,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
_________________
State
|
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
||
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-17
FORM
OF
CLASS 2-B4 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(C) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS
2-B1
CERTIFICATES, THE CLASS 2-B2 CERTIFICATES AND THE CLASS 2-B3 CERTIFICATES
TO THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
|
Series
2006-AR9
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing
Agreement: November 1, 2006
First
Distribution Date: December 26, 2006
No.
1
|
Aggregate
Certificate Principal Balance of
the
Class 2-B4 Certificates as of the Issue
Date:
$2,273,000.00
Denomination:
$2,273,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: November 30, 2006
CUSIP:
17310R AV 1
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate
and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2-B4 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
2-B4 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 2-B4
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool
as of
the Cut-off Date.
No
transfer of this Certificate shall be made unless the transfer is made to
a
“qualified institutional buyer” as defined under Rule 144A under the Securities
Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
the registration requirements of the 1933 Act and that does not require
registration or qualification under applicable state securities laws. In
the
event that a transfer of this Certificate is to be made, the Certificate
Registrar shall require receipt of written certifications from the Holder
of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit
F-1.
None of the Depositor or the Trustee is obligated to register or qualify
the
Class of Certificates specified on the face hereof under the 1933 Act or
any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration
or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Trust
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
Agent and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal
and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
0000-XX0
XXXXXXXX,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
_________________
State
|
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
||
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-18
FORM
OF
CLASS 2-B5 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(C) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS
2-B1
CERTIFICATES, THE CLASS 2-B2 CERTIFICATES, THE CLASS 2-B3 CERTIFICATES AND
THE
CLASS 2-B4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
|
Series
2006-AR9
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing
Agreement: November 1, 2006
First
Distribution Date: December 26, 2006
No.
1
|
Aggregate
Certificate Principal Balance of
the
Class 2-B5 Certificates as of the Issue
Date:
$568,000.00
Denomination:
$568,000.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: November 30, 2006
CUSIP:
17310R AW 9
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate
and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A., THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co.. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2-B5 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
2-B5 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 2-B5
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool
as of
the Cut-off Date.
No
transfer of this Certificate shall be made unless the transfer is made to
a
“qualified institutional buyer” as defined under Rule 144A under the Securities
Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
the registration requirements of the 1933 Act and that does not require
registration or qualification under applicable state securities laws. In
the
event that a transfer of this Certificate is to be made, the Certificate
Registrar shall require receipt of written certifications from the Holder
of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit
F-1.
None of the Depositor or the Trustee is obligated to register or qualify
the
Class of Certificates specified on the face hereof under the 1933 Act or
any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration
or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Trust
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
Agent and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal
and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
0000-XX0
XXXXXXXX,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
_________________
State
|
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
||
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-19
FORM
OF
CLASS 2-B6 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE TO ANY PLAN OR PERSON USING PLAN
ASSETS EXCEPT IN ACCORDANCE WITH SECTION 5.02(C) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
(THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
OF
THE AGREEMENT REFERRED TO HEREIN.
THIS
CERTIFICATE IS SUBORDINATE TO THE GROUP 2 SENIOR CERTIFICATES, THE CLASS
2-B1
CERTIFICATES, THE CLASS 2-B2 CERTIFICATES, THE CLASS 2-B3 CERTIFICATES, THE
CLASS 2-B4 CERTIFICATES AND THE CLASS 2-B5 CERTIFICATES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
|
Series
2006-AR9
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing
Agreement: November 1, 2006
First
Distribution Date: December 26, 2006
No.
1
|
Aggregate
Certificate Principal Balance of
the
Class 2-B6 Certificates as of the Issue
Date:
$568,607.00
Denomination:
$568,607.00
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: November 30, 2006
CUSIP:
17310R AX 7
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate
and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR,
CITIBANK, N.A. THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
OR
INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class 2-B6 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
2-B6 Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, Citibank, N.A. and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 2-B6
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A., the Trustee, and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A., or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool
as of
the Cut-off Date.
No
transfer of this Certificate shall be made unless the transfer is made to
a
“qualified institutional buyer” as defined under Rule 144A under the Securities
Act of 1933, as amended (the “1933 Act”), in a transaction that is exempt from
the registration requirements of the 1933 Act and that does not require
registration or qualification under applicable state securities laws. In
the
event that a transfer of this Certificate is to be made, the Certificate
Registrar shall require receipt of written certifications from the Holder
of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit
F-1.
None of the Depositor or the Trustee is obligated to register or qualify
the
Class of Certificates specified on the face hereof under the 1933 Act or
any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration
or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Trust
Administrator, the Certificate Registrar, the Paying Agent, the Authenticating
Agent and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal
and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(c) of the Agreement.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
0000-XX0
XXXXXXXX,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
_________________
State
|
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
||
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
A-20
FORM
OF
CLASS 2-R CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986 (THE “CODE”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT (A)
SUCH
TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE
OR
POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (2)
ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (3)
ANY
ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED
ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT
OR
COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED
TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(C) OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
OF
THIS CERTIFICATE.
|
Series
2006-AR9
Pass-Through
Rate: Variable
Cut-off Date and date of Pooling and
Servicing
Agreement: November 1, 2006
First
Distribution Date: December 26, 2006
No.1
|
Aggregate
Certificate Principal Balance of
the
Class 2-R Certificates as of the Issue
Date:
$100.61
Denomination:
$100.61
Master
Servicer: CitiMortgage, Inc.
Trust
Administrator: CitiMortgage, Inc.
Certificate
Registrar, Paying Agent and
Authenticating
Agent: Citibank, N.A.
Trustee:
U.S. Bank National Association
Issue
Date: November 30, 2006
|
MORTGAGE
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, adjustable-rate
and
fixed-rate, first lien mortgage loans (the “Mortgage Loans”) formed and sold
by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUSTEE, THE TRUST
ADMINSITRATOR, CITIBANK, N.A. OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER
THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY
AGENCY
OR INSTRUMENTALITY OF THE UNITED STATES.
This
certifies that Citigroup
Global Markets, Inc. is
the
registered owner of the Percentage Interest evidenced by this Certificate
specified above in that certain beneficial ownership interest evidenced by
all
the Class 2-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 Master Servicer,
the
Trust Administrator, Citibank, N.A. and the Trustee, a summary of certain
of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder
of
this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class 2-R
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Paying Agent by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Paying Agent in writing at least five Business
Days
prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Paying Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Paying Agent for that purpose as provided
in
the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Mortgage Pass-Through Certificates of the Series specified on the face hereof
(herein called the “Certificates”) and representing the Percentage Interest
specified above in the Class of Certificates to which this Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Trust Administrator, Citibank, N.A. and the Trustee
and the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A. and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Certificate Registrar as provided in the Agreement,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(c) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Certificate Registrar may require payment of a sum sufficient to
cover
any tax or other governmental charge that may be imposed in connection with
any
transfer or exchange of Certificates.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Certificate Registrar (i) an affidavit
to the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that
(A) the
Class 2-R Certificates have been designated as a residual interest in a REMIC,
(B) it will include in its income a pro
rata share
of
the net income of the Trust Fund and that such income may be an “excess
inclusion,” as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects
to
have the financial means to satisfy all of its tax obligations including
those
relating to holding the Class 2-R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of
this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall
be
deemed to be of no legal force or effect whatsoever and such Person shall
not be
deemed to be a Certificateholder for any purpose, including, but not limited
to,
the receipt of distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to
have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause any Trust Fund to
cease
to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.
The
Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee and any agent of the Depositor, the Master Servicer, the Trust
Administrator, Citibank, N.A. or the Trustee may treat the Person in whose
name
this Certificate is registered as the owner hereof for all purposes, and
none of
the Depositor, the Master Servicer, the Trust Administrator, Citibank, N.A.,
the
Trustee, nor any such agent shall be affected by notice to the
contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate upon payment to the Certificateholders of all amounts held by the
Trustee and required to be paid to them pursuant to the Agreement following
the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan and REO Property remaining in
the
Trust Fund and (ii) the purchase by the party designated in the Agreement
at a
price determined as provided in the Agreement from the Trust Fund of all
the
Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all the Mortgage Loans in the Collateral
Pool
relating to this Certificate and all property acquired in respect of any
Mortgage Loan in such Collateral Pool at a price determined as provided in
the
Agreement. The exercise of such right will effect early retirement of the
Certificates relating to such Collateral Pool; however, such right to purchase
is subject to the aggregate Stated Principal Balance of the Mortgage Loans
in
such Collateral Pool at the time of purchase being less than 10% of the
aggregate principal balance of the Mortgage Loans in such Collateral Pool
as of
the Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
Trustee assumes no responsibility for their correctness.
Unless
the certificate of authentication hereon has been executed by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Paying Agent has caused this Certificate to be duly
executed.
Dated:
November ___, 2006
|
CITIBANK,
N.A., not in its individual capacity, but solely as Paying
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
CITIGROUP
MORTGAGE LOAN TRUST INC., MORTGAGE PASS THROUGH CERTIFICATES, SERIES
0000-XX0
XXXXXXXX,
N.A., not in its individual capacity, but solely as Authenticating
Agent
|
|||||||||||||
|
By:
|
|||||||||||||
|
Authorized
Officer
|
|||||||||||||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM -
|
as
tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
|
TEN
ENT -
|
as
tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
|
JT
TEN -
|
as
joint tenants with right of survivorship and not as tenants in
common
|
_________________
State
|
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Mortgage Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trustee to issue a new Certificate of a like Percentage
Interest and Class to the above named assignee and deliver such Certificate
to
the following address:
|
.
|
||
Dated:
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
|
to
|
,
|
||||
|
for
the account of
|
,
|
||||
|
account
number___________, or, if mailed by check, to
|
,
|
||||
|
Applicable
statements should be mailed to
|
,
|
||||
|
.
|
|||||
|
This
information is provided by
|
,
|
|||
|
the
assignee named above, or
|
,
|
|||
|
as
its agent.
|
||||
EXHIBIT
B
FORM
10-D, FORM 8-K AND FORM 10-K
REPORTING
RESPONSIBILITY
As
to
each item described below, the entity indicated as the Responsible Party
shall
be primarily responsible for reporting the information to the party identified
as responsible for preparing the Securities Exchange Act Reports pursuant
to
Section 3.19.
Under
Item 1 of Form 10-D: a) items marked “6.07 statement” are required to be
included in the periodic Payment Date statement under Section 6.07, provided
by
the Trust Administrator based on information received from the Master Servicer;
and b) items marked “Form 10-D report” are required to be in the Form 10-D
report but not the 6.07 statement, provided by the party indicated. Information
under all other Items of Form 10-D is to be included in the Form 10-D report.
All such information and any other Items on Form 8-K and Form 10-D set forth
in
this Exhibit shall be sent to the Trust Administrator and the
Depositor.
|
Form
|
Item
|
Description
|
Servicer(s)
|
Master
Servicer
|
Trust
Administrator
|
Custodian
|
Trustee
|
Depositor
|
Sponsor
|
||
|
10-D
|
Must
be filed within 15 days of the payment date for the asset-backed
securities.
|
(nominal)
|
|||||||||
|
1
|
Distribution
and Pool Performance Information
|
||||||||||
|
Item
1121(a) - Distribution and Pool Performance
Information
|
|||||||||||
|
(1)
Any applicable record dates, accrual dates, determination dates
for
calculating distributions and actual distribution dates for the
distribution period.
|
X
(6.07
Statement)
|
||||||||||
|
(2)
Cash flows received and the sources thereof for distributions,
fees and
expenses.
|
X
(6.07
Statement)
|
||||||||||
|
(3)
Calculated amounts and distribution of the flow of funds for the
period
itemized by type and priority of payment, including:
|
X
(6.07
Statement)
|
||||||||||
|
(i)
Fees or expenses accrued and paid, with an identification of the
general
purpose of such fees and the party receiving such fees or
expenses.
|
X
(6.07
Statement)
|
||||||||||
|
(ii)
Payments accrued or paid with respect to enhancement or other support
identified in Item 1114 of Regulation AB (such as insurance premiums
or
other enhancement maintenance fees), with an identification of
the general
purpose of such payments and the party receiving such
payments.
|
X
(6.07
Statement)
|
||||||||||
|
(iii)
Principal, interest and other distributions accrued and paid on
the
asset-backed securities by type and by class or series and any
principal
or interest shortfalls or carryovers.
|
X
(6.07
Statement)
|
||||||||||
|
(iv)
The amount of excess cash flow or excess spread and the disposition
of
excess cash flow.
|
X
(6.07
Statement)
|
||||||||||
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
X
(6.07
Statement)
|
||||||||||
|
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
X
(6.07
Statement)
|
||||||||||
|
(6)
Beginning and ending balances of transaction accounts, such as
reserve
accounts, and material account activity during the period.
|
X
(6.07
Statement)
|
||||||||||
|
(7)
Any amounts drawn on any credit enhancement or other support identified
in
Item 1114 of Regulation AB, as applicable, and the amount of coverage
remaining under any such enhancement, if known and
applicable.
|
X
(6.07
Statement)
|
||||||||||
|
(8)
Number and amount of pool assets at the beginning and ending of
each
period, and updated pool composition information, such as weighted
average
coupon, weighted average remaining term, pool factors and prepayment
amounts.
|
X
(6.07
Statement)
|
Updated
pool composition information fields to be as specified by Depositor
from
time to time
|
|||||||||
|
(9)
Delinquency and loss information for the period.
|
X
|
X
|
X
(6.07
Statement)
|
||||||||
|
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool assets.
(methodology)
|
X
|
||||||||||
|
(10)
Information on the amount, terms and general purpose of any advances
made
or reimbursed during the period, including the general use of funds
advanced and the general source of funds for
reimbursements.
|
X
|
X
|
X
(6.07
Statement)
|
||||||||
|
(11)
Any material modifications, extensions or waivers to pool asset
terms,
fees, penalties or payments during the distribution period or that
have
cumulatively become material over time.
|
X
|
X
|
X
(6.07
Statement)
|
||||||||
|
(12)
Material breaches of pool asset representations or warranties or
transaction covenants.
|
X
|
X
|
X
(if
agreed upon by the parties)
|
X
|
|||||||
|
(13)
Information on ratio, coverage or other tests used for determining
any
early amortization, liquidation or other performance trigger and
whether
the trigger was met.
|
X
(6.07
Statement)
|
||||||||||
|
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
|
X
|
||||||||||
|
information
regarding any pool asset changes (other than in connection with
a pool
asset converting into cash in accordance with its terms), such
as
additions or removals in connection with a prefunding or revolving
period
and pool asset substitutions and repurchases (and purchase rates,
if
applicable), and cash flows available for future purchases, such
as the
balances of any prefunding or revolving accounts, if
applicable.
|
X
|
X
|
X
|
X
|
|||||||
|
Disclose
any material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or pool selection criteria or procedures,
as
applicable, used to originate, acquire or select the new pool
assets.
|
X
|
X
|
|||||||||
|
Item
1121(b) - Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
X
|
||||||||||
|
2
|
Legal
Proceedings
|
||||||||||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
|
|||||||||||
|
Sponsor
(Seller)
|
X
|
||||||||||
|
Depositor
|
X
|
||||||||||
|
Trustee
|
X
|
||||||||||
|
Issuing
entity
|
X
|
||||||||||
|
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or
more of
pool assets at time of report, other material servicers
|
X
|
X
|
|||||||||
|
Trust
Administrator
|
X
|
||||||||||
|
Originator
of 20% or more of pool assets as of the Cut-off Date
|
X
|
||||||||||
|
Custodian
|
X
|
||||||||||
|
3
|
Sales
of Securities and Use of Proceeds
|
||||||||||
|
Information
from Item 2(a) of Part II of Form 10-Q:
With
respect to any sale of securities by the sponsor, depositor or
issuing
entity, that are backed by the same asset pool or are otherwise
issued by
the issuing entity, whether or not registered, provide the sales
and use
of proceeds information in Item 701 of Regulation S-K. Pricing
information
can be omitted if securities were not registered.
|
X
|
||||||||||
|
4
|
Defaults
Upon Senior Securities
|
||||||||||
|
Information
from Item 3 of Part II of Form 10-Q:
Report
the occurrence of any Event of Default (after expiration of any
grace
period and provision of any required notice)
|
X
|
||||||||||
|
5
|
Submission
of Matters to a Vote of Security Holders
|
||||||||||
|
Information
from Item 4 of Part II of Form 10-Q
|
X
|
||||||||||
|
6
|
Significant
Obligors of Pool Assets
|
||||||||||
|
Item
1112(b) - Significant
Obligor Financial Information*
|
X
|
||||||||||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Item.
|
|||||||||||
|
7
|
Significant
Enhancement Provider Information
|
||||||||||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information*
|
|||||||||||
|
Determining
applicable disclosure threshold
|
X
|
||||||||||
|
Requesting
required financial information or effecting incorporation by
reference
|
X
|
||||||||||
|
Item
1115(b) - Derivative Counterparty Financial
Information*
|
|||||||||||
|
Determining
current maximum probable exposure
|
X
|
||||||||||
|
Determining
current significance percentage
|
X
|
||||||||||
|
Requesting
required financial information or effecting incorporation by
reference
|
X
|
||||||||||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
|||||||||||
|
8
|
Other
Information
|
||||||||||
|
Disclose
any information required to be reported on Form 8-K during the
period
covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below.
|
||||||||||
|
9
|
Exhibits
|
||||||||||
|
Distribution
report
|
X
|
||||||||||
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
X
|
||||||||||
|
8-K
|
Must
be filed within four business days of an event reportable on Form
8-K.
|
||||||||||
|
1.01
|
Entry
into a Material Definitive Agreement
|
||||||||||
|
Disclosure
is required regarding entry into or amendment of any definitive
agreement
that is material to the securitization, even if depositor is not
a party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are fully
disclosed in the prospectus
|
X
|
X
|
X
|
X
|
X
|
||||||
|
1.02
|
Termination
of a Material Definitive Agreement
|
X
|
X
|
X
|
X
|
X
|
|||||
|
Disclosure
is required regarding termination of any definitive agreement that
is
material to the securitization (other than expiration in accordance
with
its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
|||||||||||
|
1.03
|
Bankruptcy
or Receivership
|
||||||||||
|
Disclosure
is required regarding the bankruptcy or receivership, if known
to the
Master Servicer, with respect to any of the following:
Sponsor
(Seller), Depositor, Master Servicer, affiliated Servicer, other
Servicer
servicing 20% or more of pool assets at time of report, other material
servicers, Certificate Administrator, Trustee, significant obligor,
credit
enhancer (10% or more), derivatives counterparty,
Custodian
|
X
|
X
|
X
|
X
|
X
|
X
|
|||||
|
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement
|
||||||||||
|
Includes
an early amortization, performance trigger or other event, including
event
of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule.
Disclosure
will be made of events other than waterfall triggers which are
disclosed
in the 6.07 statement
|
X
|
X
|
|||||||||
|
3.03
|
Material
Modification to Rights of Security Holders
|
||||||||||
|
Disclosure
is required of any material modification to documents defining
the rights
of Certificateholders, including the Pooling and Servicing
Agreement
|
X
|
X
|
|||||||||
|
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
||||||||||
|
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”
|
X
|
||||||||||
|
5.06
|
Change
in Shell Company Status
|
||||||||||
|
[Not
applicable to ABS issuers]
|
X
|
||||||||||
|
6.01
|
· ABS
Informational and Computational Material
|
||||||||||
|
[Not
included in reports to be filed under Section 3.18]
|
X
|
||||||||||
|
6.02
|
Change
of Servicer or Trustee
|
||||||||||
|
Requires
disclosure of any removal, replacement, substitution or addition
of any
master servicer, affiliated servicer, other servicer servicing
10% or more
of pool assets at time of report, other material servicers, certificate
administrator or trustee.
|
X
|
X
|
X
|
X
|
|||||||
|
Reg
AB disclosure about any new servicer is also required.
|
X
|
||||||||||
|
Reg
AB disclosure about any new trustee is also required.
|
X
(to the extent required by successor trustee
|
||||||||||
|
Reg
AB disclosure about any new Trust Administrator is also
required.
|
X
|
||||||||||
|
6.03
|
Change
in Credit Enhancement or Other External Support
|
||||||||||
|
Covers
termination of any enhancement in manner other than by its terms,
the
addition of an enhancement, or a material change in the enhancement
provided. Applies to external credit enhancements as well as derivatives.
|
X
|
X
|
|||||||||
|
Reg
AB disclosure about any new enhancement provider is also
required.
|
X
|
X
|
|||||||||
|
6.04
|
Failure
to Make a Required Distribution
|
X
|
|||||||||
|
6.05
|
Securities
Act Updating Disclosure
|
||||||||||
|
If
any material pool characteristic differs by 5% or more at the time
of
issuance of the securities from the description in the final prospectus,
provide updated Reg AB disclosure about the actual asset
pool.
|
X
|
|
|||||||||
|
If
there are any new servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
X
|
||||||||||
|
7.01
|
Regulation
FD Disclosure
|
X
|
X
|
X
|
X
|
X
|
|||||
|
8.01
|
Other
Events
|
||||||||||
|
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
X
|
||||||||||
|
9.01
|
Financial
Statements and Exhibits
|
The
Responsible Party applicable to reportable event.
|
|||||||||
|
10-K
|
Must
be filed within 90 days of the fiscal year end for the
registrant.
|
||||||||||
|
9B
|
Other
Information
|
||||||||||
|
Disclose
any information required to be reported on Form 8-K during the
fourth
quarter covered by the Form 10-K but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
above.
|
||||||||||
|
15
|
Exhibits
and Financial Statement Schedules
|
||||||||||
|
Item
1112(b) - Significant
Obligor Financial Information
|
X
|
||||||||||
|
Item
1114(b)(2) - Credit Enhancement Provider Financial
Information
|
|||||||||||
|
Determining
applicable disclosure threshold
|
X
|
||||||||||
|
Requesting
required financial information or effecting incorporation by
reference
|
X
|
||||||||||
|
Item
1115(b) - Derivative Counterparty Financial
Information
|
|||||||||||
|
Determining
current maximum probable exposure
|
X
|
||||||||||
|
Determining
current significance percentage
|
X
|
||||||||||
|
Requesting
required financial information or effecting incorporation by
reference
|
X
|
||||||||||
|
Item
1117 - Legal proceedings pending against the following entities,
or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
|
|||||||||||
|
Sponsor
(Seller)
|
X
|
||||||||||
|
Depositor
|
X
|
||||||||||
|
Trustee
|
|||||||||||
|
Issuing
entity
|
X
|
||||||||||
|
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or
more of
pool assets at time of report, other material servicers
|
X
|
X
|
|||||||||
|
Trust
Administrator
|
X
|
||||||||||
|
Originator
of 20% or more of pool assets as of the Cut-off Date
|
X
|
||||||||||
|
Custodian
|
X
|
||||||||||
|
Item
1119 - Affiliations and relationships between the following entities,
or
their respective affiliates, that are material to
Certificateholders:
|
|||||||||||
|
Sponsor
(Seller)
|
X
|
||||||||||
|
Depositor
|
X
|
||||||||||
|
Trustee
|
X
|
||||||||||
|
Master
Servicer, affiliated Servicer, other Servicer servicing 20% or
more of
pool assets at time of report, other material servicers
|
X
|
X
|
|||||||||
|
Trust
Administrator
|
X
|
||||||||||
|
Originator
|
X
|
||||||||||
|
Custodian
|
X
|
||||||||||
|
Credit
Enhancer/Support Provider
|
X
|
||||||||||
|
Significant
Obligor
|
X
|
||||||||||
|
Item
1122 - Assessment of Compliance with Servicing
Criteria
|
X
|
X
|
X
|
X
|
|||||||
|
Item
1123 - Servicer Compliance Statement
|
X
|
X
|
|||||||||
EXHIBIT
C
SERVICING
CRITERIA TO BE ADDRESSED IN
ASSESSMENT
OF COMPLIANCE
Definitions
Primary
Servicer - transaction party having borrower contact
Master
Servicer - aggregator of pool assets
Trust
Administrator - waterfall calculator (may be the Trustee, or may be the Master
Servicer)
Back-up
Servicer - named in the transaction (in the event a Back up Servicer becomes
the
Primary Servicer, follow Primary Servicer obligations)
Custodian
- safe keeper of pool assets
Paying
Agent - distributor of funds to ultimate investor
Trustee
-
fiduciary of the transaction
Note:
The
definitions above describe the essential function that the party performs,
rather than the party’s title. So, for example, in a particular transaction, the
trustee may perform the “paying agent” and “trust administrator” functions,
while in another transaction, the trust administrator may perform these
functions.
Where
there are multiple checks for criteria the attesting party will identify
in
their management assertion that they are attesting only to the portion of
the
distribution chain they are responsible for in the related transaction
agreements.
Key:
X
-
obligation
|
Reg
AB Reference
|
Servicing
Criteria
|
Primary
Servicer
|
Master
Servicer
|
Trust
Administrator
|
Paying
Agent
|
|||||||
|
General
Servicing Considerations
|
||||||||||||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
X
|
|||||||||
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
X
|
|||||||||
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the Pool Assets are maintained.
|
|||||||||||
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
X
|
|||||||||
|
Cash
Collection and Administration
|
||||||||||||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
|||||||||
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
X
|
X
|
||||||||
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction agreements.
|
X
|
X
|
|||||||||
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of over collateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
X
|
|||||||||
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
*
|
X
|
X
|
X
|
X
|
|||||||
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized access.
|
X
|
||||||||||
|
1122(d)(2)(vii)
|
Reconciliations
are prepared on a monthly basis for all asset-backed securities
related
bank accounts, including custodial accounts and related bank clearing
accounts. These reconciliations are (A) mathematically accurate;
(B)
prepared within 30 calendar days after the bank statement cutoff
date, or
such other number of days specified in the transaction agreements;
(C)
reviewed and approved by someone other than the person who prepared
the
reconciliation; and (D) contain explanations for reconciling items.
These
reconciling items are resolved within 90 calendar days of their
original
identification, or such other number of days specified in the transaction
agreements.
|
X
|
X
|
X
|
||||||||
|
Investor
Remittances and Reporting
|
||||||||||||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the Servicer.
|
X
|
X
|
X
|
||||||||
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
X
|
X
|
X
|
|||||||
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
X
|
||||||||
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank statements.
|
X
|
X
|
X
|
||||||||
|
Pool
Asset Administration
|
||||||||||||
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
X
|
X
|
|||||||||
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
X
|
X
|
|||||||||
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
X
|
|||||||||
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with
the related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
X
|
||||||||||
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal balance.
|
X
|
||||||||||
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
X
|
|||||||||
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
X
|
|||||||||
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).
|
X
|
||||||||||
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
X
|
X
|
|||||||||
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in
the
transaction agreements; (B) interest on such funds is paid, or
credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within 30
calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
||||||||||
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
||||||||||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
||||||||||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the servicer, or such other number of days
specified in the transaction agreements.
|
X
|
||||||||||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
||||||||||
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
X
|
||||||||||
__________________
* Subject
to clarification from the SEC.
EXHIBIT
D
FORM
OF
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE
LOAN PURCHASE AGREEMENT
This
is a
Mortgage Loan Purchase Agreement (the “Agreement”), dated November 29, 2006
between Citigroup Mortgage Loan Trust Inc., a Delaware corporation (the
“Purchaser”) and Citigroup Global Markets Realty Corp., a New York corporation
(the “Seller”).
Preliminary
Statement
The
Seller intends to sell the Mortgage Loans (as hereinafter defined) to the
Purchaser on the terms and subject to the conditions set forth in this
Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
pool comprising the trust fund. The trust fund will be evidenced by a single
series of mortgage pass-through certificates designated as Series 2006-AR9
(the
“Certificates”). The Certificates will consist of twenty classes of
certificates. The Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of November 1, 2006 (the “Pooling and Servicing
Agreement”), among the Purchaser as depositor, CitiMortgage, Inc. as master
servicer (in such capacity, the “Master Servicer”) and as trust administrator
(in such capacity, the “Trust Administrator”) Citibank, N.A. as paying agent,
certificate registrar and authenticating agent and U.S. Bank National
Association as trustee (the “Trustee”). Capitalized terms used but not defined
herein shall have the meanings set forth in the Pooling and Servicing
Agreement.
The
parties hereto agree as follows:
Section
1. Agreement
to Purchase.
The
Seller agrees to sell, and the Purchaser agrees to purchase, on or before
November 30, 2006 (the “Closing Date”), certain adjustable-rate, conventional
residential mortgage loans (the “Mortgage Loans”) originated by Xxxxx Fargo
Bank, N.A. (the “Originator”), having an aggregate principal balance as of the
close of business on November 1, 2006 (the “Cut-off Date”) of $ 652,622,173 (the
“Closing Balance”), after giving effect to all payments due on the Mortgage
Loans on or before the Cut-off Date, whether or not received.
The
Seller, concurrently with the execution and delivery of this Agreement
does
hereby sell, and in connection therewith hereby assigns to the Purchase,
effective as of the Closing Date, without recourse, (i) all of its right,
title
and interest in the Cap Contract, dated November 30, 2006 and (ii) all
proceeds
of the foregoing.
Notwithstanding
any of the foregoing, the Seller shall retain its rights against the Originator
relating to remedies for breaches of loan-level representations and warranties
and remedies with respect to early payment defaults, if any.
Section
2. Mortgage
Loan Schedule.
The
Purchaser and the Seller have agreed upon which of the mortgage loans owned
by
the Seller are to be purchased by the Purchaser pursuant to this Agreement
and
the Seller will prepare or cause to be prepared on or prior to the Closing
Date
a final schedule (the “Closing Schedule”) that together shall describe such
Mortgage Loans and set forth all of the Mortgage Loans to be purchased
under
this Agreement. The Closing Schedule will conform to the requirements set
forth
in this Agreement and to the definition of “Mortgage Loan Schedule” under the
Pooling and Servicing Agreement. The Closing Schedule shall be used as
the
Mortgage Loan Schedule under the Pooling and Servicing Agreement and shall
be
prepared by the Seller based on information provided by the
Originator.
Section
3. Consideration.
(a) In
consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
shall, as described in Section 7, pay to or upon the order of the Seller
in
immediately available funds an amount (the “Mortgage Loan Purchase Price”) equal
to the net sale proceeds of the Certificates, plus accrued
interest.
(b) The
Purchaser or any assignee, transferee or designee of the Purchaser shall
be
entitled to all scheduled payments of principal due after the Cut-off Date,
all
other payments of principal due and collected after the Cut-off Date, and
all
payments of interest on the Mortgage Loans allocable to the period after
the
Cut-off Date. All scheduled payments of principal and interest due on or
before
the Cut-off Date and collected after the Cut-off Date shall belong to the
Seller.
(c) Pursuant
to the Pooling and Servicing Agreement, the Purchaser will assign all of
its
right, title and interest in and to the Mortgage Loans, together with its
rights
under this Agreement, to the Trustee for the benefit of the related
Certificateholders.
Section
4. Transfer
of the Mortgage Loans.
(a) Possession
of Mortgage Files.
The
Seller does hereby sell, transfer, assign, set over and convey to the Purchaser,
without recourse but subject to the terms of this Agreement, all of its
right,
title and interest in, to and under the Mortgage Loans. The contents of
each
Mortgage File not delivered to the Purchaser or to any assignee, transferee
or
designee of the Purchaser on or prior to the Closing Date are and shall
be held
in trust by the Seller for the benefit of the Purchaser or any assignee,
transferee or designee of the Purchaser. Upon the sale of the Mortgage
Loans,
the ownership of each Mortgage Note, the related Mortgage and the other
contents
of the related Mortgage File is vested in the Purchaser and the ownership
of all
records and documents with respect to each related Mortgage Loan prepared
by or
that come into the possession of the Seller on or after the Closing Date
shall
immediately vest in the Purchaser and shall be delivered immediately to
the
Purchaser or as otherwise directed by the Purchaser.
(b) Delivery
of Mortgage Loan Documents.
The
Seller will, on or prior to the Closing Date, deliver or cause to be delivered
to the Purchaser or any assignee, transferee or designee of the Purchaser
each
of the following documents for each Mortgage Loan:
(i) the
original Mortgage Note, endorsed in one of the following forms: (i) in
the name
of the Trustee or (ii) in blank, in each case, with all prior and intervening
endorsements showing a complete chain of endorsement from the originator
to the
Person so endorsing to the Trustee;
(ii) the
original Mortgage with evidence of recording thereon;
(iii) an
original Assignment of the Mortgage in recordable form in blank or to the
Trustee;
(iv) the
original recorded Assignment or Assignments of the Mortgage showing a complete
chain of assignment from the originator to the Person assigning the Mortgage
in
blank or to the Trustee as contemplated by the immediately preceding clause
(iii);
(v) the
original of or a copy of each related assumption, modification, consolidation
or
extension agreement, with evidence of recording thereon, if any;
(vi) with
respect to any Mortgage Loan listed on the Mortgage Loan Schedule as subject
to
a Primary Mortgage Insurance Policy, the original Primary Mortgage Insurance
Policy or certificate;
(vii) the
original mortgagee title insurance policy or an attorney’s opinion of title
where customary; and
(viii) any
of
the following that are in the possession of the Seller or a document custodian
on its behalf: (A) the original of or a copy of any security agreement,
chattel
mortgage or equivalent document executed in connection with the Mortgage
or (B)
the original of or a copy of any power of attorney, if applicable.
With
respect to a maximum of approximately 5.00% of the original Mortgage Loans,
by
outstanding principal balance of the original Mortgage Loans as of the
Cut-off
Date, if any original Mortgage Note referred to in Section 4(b)(i) above
cannot
be located, the obligations of the Seller to deliver such documents shall
be
deemed to be satisfied upon delivery to the Trust Administrator (as designee
of
the Purchaser) of a photocopy of such Mortgage Note, if available, with
a lost
note affidavit. If any of the original Mortgage Notes for which a lost
note
affidavit was delivered to the Trust Administrator is subsequently located,
such
original Mortgage Note shall be delivered to the Trust Administrator within
three Business Days.
If
any of
the documents referred to in Sections 4(b)(ii), (iii) or (iv) above has
as of
the Closing Date been submitted for recording but either (x) has not been
returned from the applicable public recording office or (y) has been lost
or
such public recording office has retained the original of such document,
the
obligations of the Seller to deliver such documents shall be deemed to
be
satisfied upon (1) delivery to the Trust Administrator of a copy of each
such
document certified by the Originator in the case of (x) above or the applicable
public recording office in the case of (y) above to be a true and complete
copy
of the original that was submitted for recording and (2) if such copy is
certified by the Originator, delivery to the Trust Administrator promptly
upon
receipt thereof of either the original or a copy of such document certified
by
the applicable public recording office to be a true and complete copy of
the
original.
To
the
extent not already recorded, the Trust Administrator, at the expense of
the
Seller shall pursuant to the Pooling and Servicing Agreement promptly (and
in no
event later than three months following the later of the Closing Date and
the
date of receipt by the Trust Administrator of the recording information
for a
Mortgage) submit or cause to be submitted for recording, at no expense
to the
Trust Estate or the Trust Administrator, in the appropriate public office
for
real property records, each Assignment delivered to it pursuant to Sections
4(b)(iii) and (iv) above. In the event that any such Assignment is lost
or
returned unrecorded because of a defect therein, the Trust Administrator,
at the
expense of the Seller, shall promptly prepare or cause to be prepared a
substitute Assignment or cure or cause to be cured such defect, as the
case may
be, and thereafter cause each such Assignment to be duly recorded.
Notwithstanding the foregoing, but without limiting the requirement that
such
Assignments be in recordable form, neither the Trust Administrator nor
the
Trustee shall be required to submit or cause to be submitted for recording
each
Assignment delivered to it pursuant to Sections 4(b)(iii) and (iv) if such
recordation shall not, as of the Closing Date, be required by the Rating
Agencies, as a condition to their assignment on the Closing Date of their
initial ratings to the Certificates, as evidenced by the delivery by the
Rating
Agencies of their ratings letters on the Closing Date.
The
Seller shall deliver or cause to be delivered to the Trust Administrator
promptly upon receipt thereof any other original documents constituting
a part
of a Mortgage File received with respect to any Mortgage Loan, including,
but
not limited to, any original documents evidencing an assumption, modification,
consolidation or extension of any Mortgage Loan.
All
original documents relating to the Mortgage Loans that are not delivered
to the
Trust Administrator are and shall be held by or on behalf of the Seller,
the
Servicer, the Purchaser or the Master Servicer, as the case may be, in
trust for
the benefit of the Trustee on behalf of the Certificateholders. In the
event
that any such original document is required pursuant to the terms of this
Section to be a part of a Mortgage File, such document shall be delivered
promptly to the Trust Administrator. Any such original document delivered
to or
held by the Seller or the Purchaser that is not required pursuant to the
terms
of this Section to be a part of a Mortgage File, shall be delivered promptly
to
the related Servicer.
(c) Acceptance
of Mortgage Loans.
The
documents delivered pursuant to Section 4(b) hereof shall be reviewed by
the
Purchaser or any assignee, transferee or designee of the Purchaser at any
time
before or after the Closing Date (and with respect to each document permitted
to
be delivered after the Closing Date within seven days of its delivery)
to
ascertain that all required documents have been executed and received and
that
such documents relate to the Mortgage Loans identified on the Mortgage
Loan
Schedule.
(d) Transfer
of Interest in Agreements.
The
Purchaser has the right to assign its interest under this Agreement, in
whole or
in part, to the Trustee, as may be required to effect the purposes of the
Pooling and Servicing Agreement, without the consent of the Seller, and
the
assignee shall succeed to the rights and obligations hereunder of the Purchaser.
Any expense reasonably incurred by or on behalf of the Purchaser or the
Trustee
in connection with enforcing any obligations of the Seller under this Agreement
will be promptly reimbursed by the Seller.
(e) Examination
of Mortgage Files.
Prior
to the Closing Date, the Seller shall either (i) deliver in escrow to the
Purchaser or to any assignee, transferee or designee of the Purchaser,
for
examination, the Mortgage File pertaining to each Mortgage Loan, or (ii)
make
such Mortgage Files available to the Purchaser or to any assignee, transferee
or
designee of the Purchaser for examination. Such examination may be made
by the
Purchaser or the Trustee, and their respective designees, upon reasonable
notice
to the Seller during normal business hours before the Closing Date and
within 60
days after the Closing Date. If any such person makes such examination
prior to
the Closing Date and identifies any Mortgage Loans that do not conform
to the
requirements of the Purchaser as described in this Agreement, such Mortgage
Loans shall be deleted from the Closing Schedule. The Purchaser may, at
its
option and without notice to the Seller, purchase all or part of the Mortgage
Loans without conducting any partial or complete examination. The fact
that the
Purchaser or any person has conducted or has failed to conduct any partial
or
complete examination of the Mortgage Files shall not affect the rights
of the
Purchaser or any assignee, transferee or designee of the Purchaser to demand
repurchase or other relief as provided herein or under the Pooling and
Servicing
Agreement.
Section
5. Representations,
Warranties and Covenants of the Seller.
The
Seller and the Purchaser understand, acknowledge and agree that, the
representations and warranties set forth in this Section 5 are made as
of the
Closing Date or as of the date specifically provided herein.
As
permitted under the Amended and Restated Master Mortgage Loan Purchase
Agreement, dated as of March 1, 2006, and as amended October 26, 2006,
between
the Seller and Xxxxx Fargo (the “Xxxxx Fargo Purchase Agreement”), the Seller
hereby assigns to the Purchaser all of its right, title and interest under
the
Purchase Agreement to the extent of the Mortgage Loans set forth on the
Mortgage
Loan Schedule, including, but not limited to, any representations and warranties
of the Originator concerning the Mortgage Loans.
(a) The
Seller hereby represents and warrants, as to each Mortgage Loan, to the
Purchaser, as of the date hereof and as of the Closing Date, and covenants,
that:
(i) Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws.
(ii) None
of
the mortgage loans are (i) “High Cost” as such term is defined in the Home
Ownership Protection Act of 1994 (“HOEPA”) or (ii) a reasonably equivalent
provision as defined by the applicable predatory and abusive lending
laws.
(iii) An
appraisal form 1004 or Form 2055 with an interior inspection for first
lien
mortgage loans has been obtained.
(iv) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in the current version of Standard & Poor's LEVELS®
Glossary Revised, Appendix E).
(v) (vi)There
is
no mortgage loan in the trust that was originated on or after October 1,
2002
and before March 7, 2003 which is secured by property located in the State
of
Georgia.
(b) [Reserved].
(c) The
Seller hereby represents and warrants to the Purchaser, as of the date
hereof
and as of the Closing Date, and covenants, that:
(i) The
Seller is duly organized, validly existing and in good standing as a corporation
under the laws of the State of New York with full corporate power and authority
to conduct its business as presently conducted by it to the extent material
to
the consummation of the transactions contemplated herein. The Seller has
the
full corporate power and authority to own the Mortgage Loans and to transfer
and
convey the Mortgage Loans to the Purchaser and has the full corporate power
and
authority to execute and deliver, engage in the transactions contemplated
by,
and perform and observe the terms and conditions of this Agreement.
(ii) The
Seller has duly authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement, and this Agreement,
assuming due authorization, execution and delivery hereof by the Purchaser,
constitutes a legal, valid and binding obligation of the Seller, enforceable
against it in accordance with its terms except as the enforceability thereof
may
be limited by bankruptcy, insolvency or reorganization or by general principles
of equity.
(iii) The
execution, delivery and performance of this Agreement by the Seller (x)
does not
conflict and will not conflict with, does not breach and will not result
in a
breach of and does not constitute and will not constitute a default (or
an
event, which with notice or lapse of time or both, would constitute a default)
under (A) any terms or provisions of the articles of incorporation or by-laws
of
the Seller, (B) any term or provision of any material agreement, contract,
instrument or indenture, to which the Seller is a party or by which the
Seller
or any of its property is bound or (C) any law, rule, regulation, order,
judgment, writ, injunction or decree of any court or governmental authority
having jurisdiction over the Seller or any of its property and (y) does
not
create or impose and will not result in the creation or imposition of any
lien,
charge or encumbrance which would have a material adverse effect upon the
Mortgage Loans or any documents or instruments evidencing or securing the
Mortgage Loans.
(iv) No
consent, approval, authorization or order of, registration or filing with,
or
notice on behalf of the Seller to any governmental authority or court is
required, under federal laws or the laws of the State of New York, for
the
execution, delivery and performance by the Seller of, or compliance by
the
Seller with, this Agreement or the consummation by the Seller of any other
transaction contemplated hereby and by the Pooling and Servicing Agreement;
provided, however, that the Seller makes no representation or warranty
regarding
federal or state securities laws in connection with the sale or distribution
of
the Certificates.
(v) This
Agreement does not contain any untrue statement of material fact or omit
to
state a material fact necessary to make the statements contained herein
not
misleading. The written statements, reports and other documents prepared
and
furnished or to be prepared and furnished by the Seller pursuant to this
Agreement or in connection with the transactions contemplated hereby taken
in
the aggregate do not contain any untrue statement of material fact or omit
to
state a material fact necessary to make the statements contained therein
not
misleading.
(vi) The
Seller is not in violation of, and the execution and delivery of this Agreement
by the Seller and its performance and compliance with the terms of this
Agreement will not constitute a violation with respect to, any order or
decree
of any court or any order or regulation of any federal, state, municipal
or
governmental agency having jurisdiction over the Seller or its assets,
which
violation might have consequences that would materially and adversely affect
the
condition (financial or otherwise) or the operation of the Seller or its
assets
or might have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder.
(vii) The
Seller does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant contained in this
Agreement.
(viii) Immediately
prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
the Seller will be the owner of the related Mortgage and the indebtedness
evidenced by the related Mortgage Note, and, upon the payment to the Seller
of
the Purchase Price, in the event that the Seller retains or has retained
record
title, the Seller shall retain such record title to each Mortgage, each
related
Mortgage Note and the related Mortgage Files with respect thereto in trust
for
the Purchaser as the owner thereof from and after the date hereof.
(ix) There
are
no actions or proceedings against, or investigations known to it of, the
Seller
before any court, administrative or other tribunal (A) that might prohibit
its
entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
Loans by the Seller or the consummation of the transactions contemplated
by this
Agreement or (C) that might prohibit or materially and adversely affect
the
performance by the Seller of its obligations under, or validity or
enforceability of, this Agreement.
(x) The
consummation of the transactions contemplated by this Agreement are in
the
ordinary course of business of the Seller, and the transfer, assignment
and
conveyance of the Mortgage Notes and the Mortgages by the Seller are not
subject
to the bulk transfer or any similar statutory provisions.
(xi) The
Seller has not dealt with any broker, investment banker, agent or other
person,
except for the Purchaser or any of its affiliates, that may be entitled
to any
commission or compensation in connection with the sale of the Mortgage
Loans.
(xii) There
is
no litigation currently pending or, to the best of the Seller’s knowledge
without independent investigation, threatened against the Seller that would
reasonably be expected to adversely affect the transfer of the Mortgage
Loans,
the issuance of the Certificates or the execution, delivery, performance
or
enforceability of this Agreement, or that would result in a material adverse
change in the financial condition of the Seller.
(xiii) The
Seller is solvent and will not be rendered insolvent by the consummation
of the
transactions contemplated hereby. The Seller is not transferring any Mortgage
loan with any intent to hinder, delay or defraud any of its
creditors.
(d) With
respect to the Xxxxx Fargo Mortgage Loans, the Seller hereby represents
and
warrants, for the benefit of the Purchaser, that the representations and
warranties set forth on Exhibit A hereto are true and correct as of the
date
hereof and as of the Closing Date.
| Section 6. |
Repurchase
Obligation for Defective Documentation and for Breach of Representation
and Warranty.
|
It
is
understood and agreed that the representations and warranties set forth
in
Section 5 shall survive the sale of the Mortgage Loans to the Purchaser
and
shall inure to the benefit of the Purchaser and any assignee, transferee
or
designee of the Purchaser, including the Trustee for the benefit of holders
of
the Mortgage Pass-Through Certificates evidencing an interest in all or
a
portion of the Mortgage Loans, notwithstanding any restrictive or qualified
endorsement on any Mortgage Note or Assignment or the examination or lack
of
examination of any Mortgage File. With respect to the representations and
warranties contained herein that are made to the knowledge or the best
knowledge
of the Seller, or as to which the Seller has no knowledge, if it is discovered
that the substance of any such representation and warranty is inaccurate
and the
inaccuracy materially and adversely affects the value of the related Mortgage
Loan, or the interest therein of the Purchaser or the Purchaser’s assignee,
designee or transferee, then notwithstanding the Seller’s lack of knowledge with
respect to the substance of such representation and warranty being inaccurate
at
the time the representation and warranty was made, such inaccuracy shall
be
deemed a breach of the applicable representation and warranty and the Seller
shall take such action described in the following paragraphs of this Section
6
in respect of such Mortgage Loan. Upon discovery by either the Seller or
the
Purchaser of a breach of any of the foregoing representations and warranties
made by the Seller that materially and adversely affects the value of the
Mortgage Loans or the interest of the Purchaser (or which materially and
adversely affects the interests of the Purchaser in the related Mortgage
Loan in
the case of a representation and warranty relating to a particular Mortgage
Loan), the party discovering such breach shall give prompt written notice
to the
other.
Within
90
days of the earlier of either discovery by or notice to the Seller of any
breach
of a representation or warranty made by the Seller that materially and
adversely
affects the value of a Mortgage Loan or the Mortgage Loans or the interest
therein of the Purchaser, the Seller shall use its best efforts promptly
to cure
such breach in all material respects and, if such breach cannot be cured,
the
Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the
Purchase Price. The Seller may, at the request of the Purchaser and assuming
the
Seller has a Qualified Substitute Mortgage Loan, rather than repurchase
a
deficient Mortgage Loan as provided above, remove such Mortgage Loan and
substitute in its place a Qualified Substitute Mortgage Loan or Loans.
If the
Seller does not provide a Qualified Substitute Mortgage Loan or Loans,
it shall
repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s)
pursuant to the foregoing provisions of this Section 6 shall occur on a
date
designated by the Purchaser and shall be accomplished by deposit in accordance
with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase
or
substitution required by this Section shall be made in a manner consistent
with
Section 2.03 of the Pooling and Servicing Agreement.
At
the
time of substitution or repurchase by the Seller of any deficient Mortgage
Loan,
the Purchaser and the Seller shall arrange for the reassignment of the
repurchased or substituted Mortgage Loan to the Seller and the delivery
to the
Seller of any documents held by the Trustee relating to the deficient or
repurchased Mortgage Loan. In the event the Purchase Price is deposited
in the
Collection Account. The Seller shall, simultaneously with such deposit,
give
written notice to the Purchaser that such deposit has taken place. Upon
such
repurchase, the Mortgage Loan Schedule shall be amended to reflect the
withdrawal of the repurchased Mortgage Loan from this Agreement.
As
to any
Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
Mortgage Loan or Loans, the Seller shall effect such substitution by delivering
to the Purchaser or its designee for such Qualified Substitute Mortgage
Loan or
Loans the Mortgage Note, the Mortgage, the Assignment and such other documents
and agreements as are required by the Pooling and Servicing Agreement,
with the
Mortgage Note endorsed as required therein. The Seller shall remit for
deposit
in the Collection Account the Monthly Payment due on such Qualified Substitute
Mortgage Loan or Loans in the month following the date of such substitution.
Monthly payments due with respect to Qualified Substitute Mortgage Loans
in the
month of substitution will be retained by the Seller. For the month of
substitution, distributions to the Purchaser will include the Monthly Payment
due on such Deleted Mortgage Loan in the month of substitution, and the
Seller
shall thereafter be entitled to retain all amounts subsequently received
by the
Seller in respect of such Deleted Mortgage Loan. Upon such substitution,
the
Qualified Substitute Mortgage Loans shall be subject to the terms of this
Agreement in all respects, and the Seller shall be deemed to have made
with
respect to such Qualified Substitute Mortgage Loan or Loans as of the date
of
substitution, the covenants, representations and warranties set forth in
Section
5.
It
is
understood and agreed that the representations and warranties set forth
in
Section 5 shall survive delivery of the respective Mortgage Files to the
Trustee
on behalf of the Purchaser.
It
is
understood and agreed that (i) the obligations of the Seller set forth
in this
Section 6 to cure, repurchase and substitute for a defective Mortgage Loan
and
(ii) the obligations of the Seller as provided in the next sentence constitute
the sole remedies of the Purchaser respecting a missing or defective document
or
a breach of the representations and warranties contained in Section 5.
The
Seller shall indemnify the Purchaser and hold it harmless against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and
related costs, judgments, and other costs and expenses resulting from any
claim,
demand, defense or assertion based on or grounded upon, or resulting from,
a
breach of the representations and warranties contained in Sections 5(a),
(c),
(d) and (e) this Agreement.
Section
7. Closing;
Payment for the Mortgage Loans.
The
closing of the purchase and sale of the Mortgage Loans shall be held at
the New
York City office of Xxxxxxx Xxxxxxxx & Xxxx llp
at 10:00
AM New York City time on the Closing Date.
The
closing shall be subject to each of the following conditions:
(a) All
of
the representations and warranties of the Seller under this Agreement shall
be
true and correct in all material respects as of the date as of which they
are
made and no event shall have occurred which, with notice or the passage
of time,
would constitute a default under this Agreement;
(b) The
Purchaser shall have received, or the attorneys of the Purchaser shall
have
received in escrow (to be released from escrow at the time of closing),
all
Closing Documents as specified in Section 8 of this Agreement, in such
forms as
are agreed upon and acceptable to the Purchaser, duly executed by all
signatories other than the Purchaser as required pursuant to the respective
terms thereof;
(c) The
Seller shall have delivered or caused to be delivered and released to the
Purchaser or to its designee, all documents (including without limitation,
the
Mortgage Loans) required to be so delivered by the Purchaser; and
(d) All
other
terms and conditions of this Agreement shall have been complied
with.
Subject
to the foregoing conditions, the Purchaser shall deliver or cause to be
delivered to the Seller on the Closing Date, against delivery and release
by the
Seller to the Trustee of all documents required pursuant to the Pooling
and
Servicing Agreement, the consideration for the Mortgage Loans as specified
in
Section 3 of this Agreement, by delivery to the Seller of the Mortgage
Loan
Purchase Price.
Section
8. Closing
Documents.
Without
limiting the generality of Section 7 hereof, the closing shall be subject
to
delivery of each of the following documents:
(a) An
Officers’ Certificate of the Seller, dated the Closing Date, upon which the
Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a
form acceptable to the Purchaser;
(b) A
Secretary’s Certificate of the Seller, dated the Closing Date, upon which the
Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser,
and attached thereto copies of the certificate of incorporation, by-laws
and
certificate of good standing of the Seller;
(c) An
Opinion of Counsel of the Seller, dated the Closing Date and addressed
to the
Purchaser and the Underwriter, in a form acceptable to the
Purchaser;
(d) An
Officers’ Certificate of each Originator, dated the Closing Date, upon which the
Purchaser and the Underwriter may rely, in a form acceptable to the
Purchaser;
(e) A
Secretary’s Certificate of each Originator, dated the Closing Date, upon which
the Purchaser and the Underwriter may rely, in a form acceptable to the
Purchaser, and attached thereto copies of the certificate of incorporation,
by-laws and certificate of good standing of the Originator;
(f) Such
opinions of counsel as the Rating Agencies or the Trustee may request in
connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or
the Seller’s execution and delivery of, or performance under, this
Agreement;
(g) A
letter
from Deloitte & Touche L.L.P., certified public accountants, dated the date
hereof and to the effect that they have performed certain specified procedures
as a result of which they determined that certain information of an accounting,
financial or statistical nature set forth in the Purchaser’s Prospectus
Supplement, dated November 29, 2006 and the Purchaser’s Private Placement
Memorandum, dated November 30, 2006, agrees with the records of the
Seller;
(h) Letters
from certified public accountants for each Originator, dated the date hereof
and
to the effect that they have performed certain specified procedures as
a result
of which they determined that certain information of an accounting, financial
or
statistical nature set forth in the Purchaser’s Prospectus Supplement, dated
November 29, 2006 under the subheading “The Servicer” and the Purchaser’s
Private Placement Memorandum, dated November 30, 2006, under the subheading
“The
Servicer” agrees with the records of the Servicer; and
(i) Such
further information, certificates, opinions and documents as the Purchaser
or
the Underwriter may reasonably request.
Section
9. Costs.
The
Seller shall pay (or shall reimburse the Purchaser or any other Person
to the
extent that the Purchaser or such other Person shall pay) all necessary
and
reasonable costs and expenses incurred directly in delivering this Agreement,
the Pooling and Servicing Agreement, the Certificates, the prospectus,
prospectus supplement and private placement memorandum relating to the
Certificates and other related documents, the initial fees, costs and expenses
of the Trust Administrator and the Trustee set forth in an engagement letter
delivered to the Seller by the Trust Administrator, the fees and expenses
of the
Purchaser’s counsel in connection with the preparation of all documents relating
to the securitization of the Mortgage Loans, the filing fee charged by
the
Securities and Exchange Commission for registration of the Certificates,
the
fees charged by any rating agency to rate the Certificates and the ongoing
expenses of the Rating Agencies. All other costs and expenses in connection
with
the transactions contemplated hereunder shall be borne by the party incurring
such expense.
Section
10. [Reserved].
Section
11. Mandatory
Delivery; Grant of Security Interest.
The
sale and delivery on the Closing Date of the Mortgage Loans described on
the
Mortgage Loan Schedule in accordance with the terms and conditions of this
Agreement is mandatory. It is specifically understood and agreed that each
Mortgage Loan is unique and identifiable on the date hereof and that an
award of
money damages would be insufficient to compensate the Purchaser for the
losses
and damages incurred by the Purchaser in the event of the Seller’s failure to
deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
grants to the Purchaser a lien on and a continuing security interest in
the
Seller’s interest in each Mortgage Loan and each document and instrument
evidencing each such Mortgage Loan to secure the performance by the Seller
of
its obligation hereunder, and the Seller agrees that it holds such Mortgage
Loans in custody for the Purchaser, subject to the Purchaser’s (i) right, prior
to the Closing Date, to reject any Mortgage Loan to the extent permitted
by this
Agreement and (ii) obligation to deliver or cause to be delivered the
consideration for the Mortgage Loans pursuant to Section 7 hereof. Any
Mortgage
Loans rejected by the Purchaser shall concurrently therewith be released
from
the security interest created hereby. The Seller agrees that, upon acceptance
of
the Mortgage Loans by the Purchaser or its designee and delivery of payment
to
the Seller, that its security interest in the Mortgage Loans shall be released.
All rights and remedies of the Purchaser under this Agreement are distinct
from,
and cumulative with, any other rights or remedies under this Agreement
or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.
Notwithstanding
the foregoing, if on the Closing Date, each of the conditions set forth
in
Section 7 hereof shall have been satisfied and the Purchaser shall not
have paid
or caused to be paid the Mortgage Loan Purchase Price, or any such condition
shall not have been waived or satisfied and the Purchaser determines not
to pay
or cause to be paid the Mortgage Loan Purchase Price, the Purchaser shall
immediately effect the redelivery of the Mortgage Loans, if delivery to
the
Purchaser has occurred and the security interest created by this Section
11
shall be deemed to have been released.
Section
12. Notices.
All
demands, notices and communications hereunder shall be in writing and shall
be
deemed to have been duly given if personally delivered to or mailed by
registered mail, postage prepaid, or transmitted by telex or telegraph
and
confirmed by a similar mailed writing, if to the Purchaser, addressed to
the
Purchaser at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Mortgage Finance Group, or such other address as may hereafter
be
furnished to the Seller in writing by the Purchaser, and if to the Seller,
addressed to the Seller at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx
Xxxx
00000, Attention: Mortgage Finance Group, or such other address as may
hereafter
be furnished to the Purchaser in writing by the Seller.
Section
13. Severability
of Provisions.
Any
part, provision, representation or warranty of this Agreement which is
prohibited or which is held to be void or unenforceable shall be ineffective
to
the extent of such prohibition or unenforceability without invalidating
the
remaining provisions hereof. Any part, provision, representation or warranty
of
this Agreement which is prohibited or unenforceable or is held to be void
or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating
the
remaining provisions hereof, and any such prohibition or unenforceability
in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which
prohibits
or renders void or unenforceable any provision hereof.
Section
14. Agreement
of Parties.
The
Seller and the Purchaser each agree to execute and deliver such instruments
and
take such actions as either of the others may, from time to time, reasonably
request in order to effectuate the purpose and to carry out the terms of
this
Agreement and the Pooling and Servicing Agreement.
Section
15. Survival.
The
Seller agrees that the representations, warranties and agreements made
by it
herein and in any certificate or other instrument delivered pursuant hereto
shall be deemed to be relied upon by the Purchaser, notwithstanding any
investigation heretofore or hereafter made by the Purchaser or on its behalf,
and that the representations, warranties and agreements made by the Seller
herein or in any such certificate or other instrument shall survive the
delivery
of and payment for the Mortgage Loans and shall continue in full force
and
effect, notwithstanding any restrictive or qualified endorsement on the
Mortgage
Notes and notwithstanding subsequent termination of this Agreement, the
Pooling
and Servicing Agreement or the Trust Fund.
Section
16. GOVERNING
LAW.
THIS
AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE
PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS
(INCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF
NEW YORK.
THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE
NEW YORK
GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.
Section
17. Miscellaneous.
This
Agreement may be executed in two or more counterparts, each of which when
so
executed and delivered shall be an original, but all of which together
shall
constitute one and the same instrument. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns. This Agreement supersedes all prior agreements
and
understandings relating to the subject matter hereof. Neither this Agreement
nor
any term hereof may be changed, waived, discharged or terminated orally,
but
only by an instrument in writing signed by the party against whom enforcement
of
the change, waiver, discharge or termination is sought. The headings in
this
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
It
is the
express intent of the parties hereto that the conveyance of the Mortgage
Loans
by the Seller to the Purchaser as provided in Section 4 hereof be, and
be
construed as, a sale of the Mortgage Loans by the Seller to the Purchaser
and
not as a pledge of the Mortgage Loans by the Seller to the Purchaser to
secure a
debt or other obligation of the Seller. However, in the event that,
notwithstanding the aforementioned intent of the parties, the Mortgage
Loans are
held to be property of the Seller, then, (a) it is the express intent of
the
parties that such conveyance be deemed a pledge of the Mortgage Loans by
the
Seller to the Purchaser to secure a debt or other obligation of the Seller
and
(b) (1) this Agreement shall also be deemed to be a security agreement
within
the meaning of Articles 8 and 9 of the New York Uniform Commercial Code;
(2) the
conveyance provided for in Section 4 hereof shall be deemed to be a grant
by the
Seller to the Purchaser of a security interest in all of the Seller’s right,
title and interest in and to the Mortgage Loans and all amounts payable
to the
holders of the Mortgage Loans in accordance with the terms thereof and
all
proceeds of the conversion, voluntary or involuntary, of the foregoing
into
cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or
invested
in the Collection Account whether in the form of cash, instruments, securities
or other property; (3) the possession by the Purchaser or its agent of
Mortgage
Notes, the related Mortgages and such other items of property that constitute
instruments, money, negotiable documents or chattel paper shall be deemed
to be
“possession by the secured party” for purposes of perfecting the security
interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
and
(4) notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be
deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Purchaser for
the
purpose of perfecting such security interest under applicable law. Any
assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
shall also be deemed to be an assignment of any security interest created
hereby. The Seller and the Purchaser shall, to the extent consistent with
this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans,
such
security interest would be deemed to be a perfected security interest of
first
priority under applicable law and will be maintained as such throughout
the term
of this Agreement and the Pooling and Servicing Agreement.
Section
18. Indemnification.
The
Seller shall indemnify and hold harmless each of (i) the Purchaser, (ii)
Citigroup Global Markets Inc. and (iii) each person, if any, who controls
the
Purchaser within the meaning of Section 15 of the Securities Act of 1933,
as
amended (the “1933 Act”) ((i) through (iii) collectively, the “Indemnified
Party”) against any and all losses, claims, expenses, damages or liabilities
to
which the Indemnified Party may become subject, under the 1933 Act or otherwise,
insofar as such losses, claims, expenses, damages or liabilities (or actions
in
respect thereof) arise out of, are based upon, or result from, a breach
by the
Seller of any of the representations and warranties made by the Seller
herein,
it being understood that the Purchaser has relied upon such representations
and
warranties.
IN
WITNESS WHEREOF, the Purchaser and the Seller have caused their names to
be
signed by their respective officers thereunto duly authorized as of the date
first above written.
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CITIGROUP
MORTGAGE LOAN
TRUST
INC.
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By:
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Name:
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Title:
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CITIGROUP
GLOBAL MARKETS REALTY
CORP.
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By:
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Name:
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Title:
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EXHIBIT
A
Representation
and Warranties with Respect to the Xxxxx Fargo Mortgage Loans
Except
for “Mortgage Loans”, which shall mean the Xxxxx Fargo Mortgage Loans sold by
the Seller to the Purchaser, all capitalized terms in this Exhibit A shall
have
the meanings ascribed to them in the Xxxxx Fargo Purchase
Agreement.
All
references to “Underwriting Guidelines” in this Exhibit A are hereby replaced
with “Underwriting Guidelines with respect to the Seller Mortgage Loans (other
than the exceptions identified for Exception Mortgage Loans on the related
Assignment and Conveyance Agreement) or the Third-Party Underwriting Guidelines
with respect to Third-Party Mortgage Loans, as applicable”.
As
to
each Mortgage Loan, the Seller hereby represents and warrants to the Purchaser
that as of the Closing Date:
| (i) |
Mortgage
Loans as Described.
|
The
information set forth in the respective Mortgage Loan Schedule and the
information contained on the Data File, delivered to the Purchaser is true
and
correct, provided that the Seller makes no representation or warranty as
to the
accuracy of Unverified Information;
(ii) Payments
Current.
All
payments required to be made up to the related Cut-off Date for the Mortgage
Loan under the terms of the Mortgage Note have been made and credited.
No
payment under any Mortgage Loan has been 30 days delinquent more than one
time
within twelve (12) months prior to the related Closing Date;
(iii) No
Outstanding Charges.
There
are
no defaults in complying with the terms of the Mortgages, and all taxes,
governmental assessments, insurance premiums, leasehold payments, water,
sewer
and municipal charges, which previously became due and owing have been
paid, or
an escrow of funds has been established in an amount sufficient to pay
for every
such item which remains unpaid and which has been assessed but is not yet
due
and payable. The Seller has not advanced funds, or induced, or solicited
directly or indirectly, the payment of any amount required under the Mortgage
Loan, except for interest accruing from the date of the Mortgage Note or
date of
disbursement of the Mortgage Loan proceeds, whichever is later, to the
day which
precedes by one month the Due Date of the first installment of principal
and
interest;
(iv) Original
Terms Unmodified.
The
terms
of the Mortgage Note and Mortgage have not been impaired, waived, altered
or
modified in any respect, except by a written instrument which has been
recorded
or registered with the MERS System, if necessary, to protect the interests
of
the Purchaser and which has been delivered to the Custodian. The substance
of
any such waiver, alteration or modification has been approved by the issuer
of
any related PMI Policy and the title insurer, to the extent required by
the
policy, and its terms are reflected on the related Mortgage Loan Schedule.
No
Mortgagor has been released, in whole or in part, except in connection
with an
assumption agreement approved by the issuer of any related PMI Policy and
the
title insurer, to the extent required by the policy, and which assumption
agreement is part of the Custodial Mortgage File delivered to the Custodian
and
the terms of which are reflected in the related Mortgage Loan
Schedule;
(v) No
Defenses.
The
Mortgage Loan is not subject to any right of rescission, set-off, counterclaim
or defense, including without limitation the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note or the Mortgage, or
the
exercise of any right thereunder, render either the Mortgage Note or the
Mortgage unenforceable, in whole or in part, or subject to any right of
rescission, set-off, counterclaim or defense, including without limitation
the
defense of usury, and no such right of rescission, set-off, counterclaim
or
defense has been asserted with respect thereto;
(vi) No
Satisfaction of Mortgage.
The
Mortgage has not been satisfied, canceled, subordinated or rescinded, in
whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed
that
would effect any such satisfaction, release, cancellation, subordination
or
rescission;
(vii) Validity
of Mortgage Documents.
The
Mortgage Note and the Mortgage and related documents are genuine, and each
is
the legal, valid and binding obligation of the maker thereof enforceable
in
accordance with its terms. All parties to the Mortgage Note and the Mortgage
had
legal capacity to enter into the Mortgage Loan and to execute and deliver
the
Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage
have been
duly and properly executed by such parties.
With
respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the
Pledge
Agreement, and related documents are genuine, and each is the legal, valid
and
binding obligation of the maker thereof enforceable in accordance with
its
terms. All parties to the Mortgage Note, the Mortgage, the Pledge Agreement,
the
Proprietary Lease, the Stock Power, Recognition Agreement and the Assignment
of
Proprietary Lease had legal capacity to enter into the Mortgage Loan and
to
execute and deliver such documents, and such documents have been duly and
properly executed by such parties;
(viii) No
Fraud.
No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of the Seller, or
the
Mortgagor (except with respect to the accuracy of Unverified Information),
or to
the best of the Seller’s knowledge, any appraiser, any builder, or any
developer, or any other party involved in the origination of the Mortgage
Loan
or in the application of any insurance in relation to such Mortgage
Loan;
(ix) Compliance
with Applicable Laws.
Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, real estate settlement procedures,
consumer
credit protection, equal credit opportunity, disclosure or predatory and
abusive
lending laws applicable to the Mortgage Loan have been complied with. All
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with respect
to
the use and occupancy of the same, including, but not limited to, certificates
of occupancy and fire underwriting certificates, have been made or obtained
from
the appropriate authorities;
(x) Location
and Type of Mortgaged Property.
The
Mortgaged Property is located in the state identified in the related Mortgage
Loan Schedule and consists of a contiguous parcel of real property with
a
detached single family residence erected thereon, or a two- to four-family
dwelling, or an individual condominium unit in a condominium project, or
an
individual unit in a planned unit development, or a townhouse, or a cooperative,
provided, however, that any condominium project or planned unit development
shall conform with the applicable Xxxxxx Mae or Xxxxxxx Mac requirements,
or the
Underwriting Guidelines, regarding such dwellings, and no residence or
dwelling
is a mobile home. As of the respective appraisal date for each Mortgaged
Property, any Mortgaged Property being used for commercial purposes conforms
to
the Underwriting Guidelines and, to the best of the Seller’s knowledge, since
the date of such appraisal, no portion of the Mortgaged Property has been
used
for commercial purposes outside of the Underwriting Guidelines;
(xi) Valid
First Lien.
The
Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged
Property, including all buildings on the Mortgaged Property and all
installations and mechanical, electrical, plumbing, heating and air conditioning
systems located in or annexed to such buildings, and all additions, alterations
and replacements made at any time with respect to the foregoing. The lien
of the
Mortgage is subject only to:
(1) the
lien
of current real property taxes and assessments not yet due and
payable;
(2) covenants,
conditions and restrictions, rights of way, easements and other matters
of the
public record as of the date of recording acceptable to mortgage lending
institutions generally and specifically referred to in the lender's title
insurance policy delivered to the originator of the Mortgage Loan and (i)
referred to or otherwise considered in the appraisal made for the originator
of
the Mortgage Loan and (ii) which do not adversely affect the Appraised
Value of
the Mortgaged Property set forth in such appraisal; and
(3) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by
the
mortgage or the use, enjoyment, value or marketability of the related Mortgaged
Property.
Any
security agreement, chattel mortgage or equivalent document related to
and
delivered in connection with the Mortgage Loan establishes and creates
a valid,
subsisting and enforceable first lien and first priority security interest
on
the property described therein and the Seller has full right to sell and
assign
the same to the Purchaser.
With
respect to each Cooperative Loan, each Pledge Agreement creates a valid,
enforceable and subsisting first security interest in the Cooperative Shares
and
Proprietary Lease, subject only to (i) the lien of the related Cooperative
for
unpaid assessments representing the Mortgagor’s pro rata share of the
Cooperative’s payments for its blanket mortgage, current and future real
property taxes, insurance premiums, maintenance fees and other assessments
to
which like collateral is commonly subject and (ii) other matters to which
like
collateral is commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the Pledge Agreement;
provided, however, that the appurtenant Proprietary Lease may be subordinated
or
otherwise subject to the lien of any mortgage on the Project;
(xii) Full
Disbursement of Proceeds.
The
proceeds of the Mortgage Loan have been fully disbursed, except for escrows
established or created due to seasonal weather conditions, and there is
no
requirement for future advances thereunder. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and the recording of the
Mortgage were paid, and the Mortgagor is not entitled to any refund of
any
amounts paid or due under the Mortgage Note or Mortgage;
(xiii) Consolidation
of Future Advances.
Any
future advances made prior to the related Cut-off Date, have been consolidated
with the outstanding principal amount secured by the Mortgage, and the
secured
principal amount, as consolidated, bears a single interest rate and single
repayment term reflected on the related Mortgage Loan Schedule. The lien
of the
Mortgage securing the consolidated principal amount is expressly insured
as
having first lien priority (or second lien priority for each Mortgage Loan
identified on the such Mortgage Loan Schedule as being a Second Lien Mortgage
Loan) by a title insurance policy, an endorsement to the policy insuring
the
mortgagee’s consolidated interest or by other title evidence acceptable to
Xxxxxx Mae or Xxxxxxx Mac; the consolidated principal amount does not exceed
the
original principal amount of the Mortgage Loan; the Seller shall not make
future
advances after the related Cut-off Date;
(xiv) Ownership.
The
Seller is the sole owner of record and holder of the Mortgage Loans and
the
related Mortgage Note and the Mortgage are not assigned or pledged, and
the
Seller has good and marketable title thereto and has full right and authority
to
transfer and sell the Mortgage Loan to the Purchaser. The Seller is transferring
the Mortgage Loan free and clear of any and all encumbrances, liens, pledges,
equities, participation interests, claims, charges or security interests
of any
nature encumbering such Mortgage Loan;
(xv) Origination/Doing
Business.
The
Mortgage Loan was originated by a savings and loan association, a savings
bank,
a commercial bank, a credit union, an insurance company, or similar institution
that is supervised and examined by a federal or state authority or by a
mortgagee approved by the Secretary of Housing and Urban Development pursuant
to
Sections 203 and 211 of the National Housing Act. All parties which have
had any
interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee
or
otherwise, are (or, during the period in which they held and disposed of
such
interest, were) (1) in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property is
located,
and (2) organized under the laws of such state, or (3) qualified to do
business
in such state, or (4) federal savings and loan associations or national
banks
having principal offices in such state, or (5) not doing business in such
state;
(xvi) LTV,
PMI Policy.
Each
Mortgage Loan has an LTV as specified on the related Mortgage Loan Schedule.
Except as indicated on the Mortgage Loan Schedule and on the Data File,
if the
LTV of the Mortgage Loan was greater than 80% at the time of origination,
a
portion of the unpaid principal balance of the Mortgage Loan is and will
be
insured as to payment defaults by a PMI Policy. If the Mortgage Loan is
insured
by a PMI Policy for which the Mortgagor pays all premiums, the coverage
will
remain in place until (i) the LTV decreases to 78% or (ii) the PMI Policy
is
otherwise terminated pursuant to the Homeowners Protection Act of 1998,
12 USC
§4901, et seq. All provisions of such PMI Policy or LPMI Policy have been
and
are being complied with, such policy is in full force and effect, and all
premiums due thereunder have been paid. The Qualified Insurer has a claims
paying ability acceptable to Xxxxxx Mae or Xxxxxxx Mac. Any Mortgage Loan
subject to a PMI Policy or LPMI Policy obligates the Mortgagor or the Seller
to
maintain the PMI Policy or LPMI Policy and to pay all premiums and charges
in
connection therewith. The Mortgage Interest Rate for the Mortgage Loan
as set
forth on the related Mortgage Loan Schedule is net of any such insurance
premium;
(xvii) Title
Insurance.
The
Mortgage Loan is covered by an ALTA lender's title insurance policy (or
in the
case of any Mortgage Loan secured by a Mortgaged Property located in a
jurisdiction where such policies are generally not available, an opinion
of
counsel of the type customarily rendered in such jurisdiction in lieu of
title
insurance) or other generally acceptable form of policy of insurance acceptable
to Xxxxxx Xxx or Xxxxxxx Mac, issued by a title insurer acceptable to Xxxxxx
Mae
or Xxxxxxx Mac and qualified to do business in the jurisdiction where the
Mortgaged Property is located, insuring the Seller, its successors and
assigns,
as to the first priority lien (or second priority if such Mortgage Loan
is a
Second Lien Mortgage Loan) of the Mortgage in the original principal amount
of
the Mortgage Loan, subject only to the exceptions contained in clauses
(1), (2)
and (3) of subsection (xi) of this Section 6(b) with respect to each First
Lien
Mortgage Loan and subject only to the exceptions contained in clauses (1),
(2),
(3) and (4) of subsection (xlxii) with respect to each Second Lien Mortgage
Loan, and against any loss by reason of the invalidity or unenforceability
of
the lien resulting from the provisions of the Mortgage providing for adjustment
to the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s
title insurance policy includes no exceptions regarding ingress, egress
or
encroachments that impact the value or the marketability of the Mortgaged
Property. The Seller is the sole insured of such lender's title insurance
policy, and such lender's title insurance policy is in full force and effect
and
will be in force and effect upon the consummation of the transactions
contemplated by this Agreement. No claims have been made under such lender's
title insurance policy, and no prior holder of the Mortgage, including
the
Seller, has done, by act or omission, anything which would impair the coverage
of such lender's title insurance policy;
(xviii) No
Defaults.
There
is
no default, breach, violation or event of acceleration existing under the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and neither the Seller
nor
its predecessors have waived any default, breach, violation or event of
acceleration;
(xix) No
Mechanics' Liens.
There
are
no mechanics' or similar liens or claims which have been filed for work,
labor
or material (and no rights are outstanding that under the law could give
rise to
such liens) affecting the related Mortgaged Property which are or may be
liens
prior to, or equal or coordinate with, the lien of the related Mortgage
which
are not insured against by the title insurance policy referenced in Paragraph
(xvii) above;
(xx) Location
of Improvements; No Encroachments.
Except
as
insured against by the title insurance policy referenced in subsection
(xvii)
above, all improvements which were considered in determining the Appraised
Value
of the Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property and no improvements on adjoining
properties encroach upon the Mortgaged Property. No improvement located
on or
being part of the Mortgaged Property is in violation of any applicable
zoning
law or regulation;
(xxi) Payment
Terms.
Except
with respect to the Interest Only Mortgage Loans, principal payments commenced
no more than 60 days after the funds were disbursed to the Mortgagor in
connection with the Mortgage Loan. The Mortgage Loans have an original
term to
maturity of not more than 30 years (except with respect to certain Balloon
Loans
or Interest Only Mortgage Loans), with interest payable in arrears on the
first
day of each month. As to each adjustable rate Mortgage Loan on each applicable
Adjustment Date, the Mortgage Interest Rate will be adjusted to equal the
sum of
the Index plus the applicable Gross Margin, rounded up or down to the nearest
multiple of 0.125% indicated by the Mortgage Note; provided that the Mortgage
Interest Rate will not increase or decrease by more than the Periodic Interest
Rate Cap on any Adjustment Date, and will in no event exceed the maximum
Mortgage Interest Rate or be lower than the minimum Mortgage Interest Rate
listed on the related Mortgage Note for such Mortgage Loan. As to each
adjustable rate Mortgage Loan that is not an Interest Only Mortgage Loan,
each
Mortgage Note requires a monthly payment which is sufficient, during the
period
prior to the first adjustment to the Mortgage Interest Rate, to fully amortize
the outstanding principal balance as of the first day of such period over
the
then remaining term of such Mortgage Note and to pay interest at the related
Mortgage Interest Rate. As to each adjustable rate Mortgage Loan, if the
related
Mortgage Interest Rate changes on an Adjustment Date or, with respect to
an
Interest Only Mortgage Loan, on an Adjustment Date following the related
interest only period, the then outstanding principal balance will be reamortized
over the remaining life of such Mortgage Loan. No Mortgage Loan contains
terms
or provisions which would result in negative amortization. With respect
to each
Balloon Loan, the Mortgage Loan is payable in equal monthly installments
of
principal and interest based on a fifteen (15), thirty (30) or forty (40)
year
amortization schedule, as set forth in the related Mortgage Note, and a
final
lump sum payment substantially greater than the preceding Monthly Payment
is
required which is sufficient to amortize the remaining principal balance
of the
Balloon Loan. No Balloon Loan has an original stated maturity of less than
seven
(7) years.
(xxii) Customary
Provisions.
The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (1) in the case of a Mortgage designated as
a deed
of trust, by trustee's sale, and (2) otherwise by judicial foreclosure.
There is
no homestead or other exemption available to a Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee's sale or the
right
to foreclose the Mortgage;
(xxiii) Occupancy
of the Mortgaged Property.
As
of the
date of origination, the Mortgaged Property was in good repair and was
lawfully
occupied under applicable law;
(xxiv) No
Additional Collateral.
Except
in
the case of a Pledged Asset Mortgage Loan and as indicated on the related
Data
File, the Mortgage Note is not and has not been secured by any collateral,
pledged account or other security except the lien of the corresponding
Mortgage
and the security interest of any applicable security agreement or chattel
mortgage referred to in subsection (xi) above;
(xxv) Deeds
of Trust.
In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Mortgagee to the trustee under the deed of trust, except
in
connection with a trustee's sale after default by the Mortgagor;
(xxvi) Acceptable
Investment.
The
Seller has no knowledge of any circumstances or conditions with respect
to the
Mortgage Loan, the Mortgaged Property, the Mortgagor or the Mortgagor's
credit
standing that can reasonably be expected to cause private institutional
investors to regard the Mortgage Loan as an unacceptable investment, cause
the
Mortgage Loan to become delinquent, or adversely affect the value or
marketability of the Mortgage Loan;
(xxvii) Transfer
of Mortgage Loans.
If
the
Mortgage Loan is not a MERS Mortgage Loan, the Assignment of Mortgage,
upon the
insertion of the name of the assignee and recording information, is in
recordable form and is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located;
(xxviii) Mortgaged
Property Undamaged.
The
Mortgaged Property is undamaged by waste, fire, earthquake or earth movement,
windstorm, flood, tornado or other casualty so as to affect adversely the
value
of the Mortgaged Property as security for the Mortgage Loan or the use
for which
the premises were intended;
(xxix) Collection
Practices; Escrow Deposits.
The
origination, servicing and collection practices used with respect to the
Mortgage Loan have been in accordance with Accepted Servicing Practices,
and
have been in all material respects legal and proper. With respect to escrow
deposits and Escrow Payments, all such payments are in the possession of
the
Seller and there exist no deficiencies in connection therewith for which
customary arrangements for repayment thereof have not been made. All Escrow
Payments have been collected in full compliance with state and federal
law. No
escrow deposits or Escrow Payments or other charges or payments due the
Seller
have been capitalized under the Mortgage Note;
(xxx) No
Condemnation.
There
is
no proceeding pending or to the best of the Seller’s knowledge threatened for
the total or partial condemnation of the related Mortgaged
Property;
(xxxi) The
Appraisal.
The
Servicing File include an appraisal, with the exception of any Time$aver®
Mortgage Loan (which at the original origination were on form 1004 or form
2055
with interior inspections), of the related Mortgaged Property. The appraisal
was
conducted by an appraiser who had no interest, direct or indirect, in the
Mortgaged Property or in any loan made on the security thereof; and whose
compensation is not affected by the approval or disapproval of the Mortgage
Loan, and the appraisal and the appraiser both satisfy the applicable
requirements of Title XI of the Financial Institution Reform, Recovery,
and
Enforcement Act of 1989 and the regulations promulgated thereunder, all
as in
effect on the date the Mortgage Loan was originated;
(xxxii) Insurance.
The
Mortgaged Property securing each Mortgage Loan is insured by an insurer
acceptable to Xxxxxx Xxx or Xxxxxxx Mac against loss by fire and such hazards
as
are covered under a standard extended coverage endorsement and such other
hazards as are customary in the area where the Mortgaged Property is located
pursuant to insurance policies conforming to the requirements of Section
4.10 of
the Servicing Agreement, in an amount which is at least equal to the lesser
of
(a) 100% of the insurable value, on a replacement cost basis, of the
improvements on the related Mortgaged Property, or (b) the greater of (i)
either
(1) the outstanding principal balance of the Mortgage Loan with respect
to each
First Lien Mortgage Loan or (2) with respect to each Second Lien Mortgage
Loan,
the sum of the outstanding principal balance of the First Lien on such
Mortgage
Loan and the outstanding principal balance of such Second Lien Mortgage
Loan, or
(ii) an amount such that the proceeds of such insurance shall be sufficient
to
avoid the application to the Mortgagor or loss payee of any coinsurance
clause
under the policy. If the Mortgaged Property is a condominium unit, it is
included under the coverage afforded by a blanket policy for the project.
If the
improvements on the Mortgaged Property are in an area identified in the
Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration is in effect with a
generally
acceptable insurance carrier, in an amount representing coverage not less
than
the least of (a) the outstanding principal balance of the Mortgage Loan
with
respect to each First Lien Mortgage Loan or with respect to each Second
Lien
Mortgage Loan, the sum of the outstanding principal balance of the First
Lien on
such Mortgage Loan and the outstanding principal balance of such Second
Lien
Mortgage Loan, (b) the full insurable value or (c) the maximum amount of
insurance which was available under the Flood Disaster Protection Act of
1973,
as amended. All individual insurance policies contain a standard mortgagee
clause naming the Seller and its successors and assigns as mortgagee, and
all
premiums thereon have been paid. The Mortgage obligates the Mortgagor thereunder
to maintain a hazard insurance policy at the Mortgagor's cost and expense,
and
on the Mortgagor's failure to do so, authorizes the holder of the Mortgage
to
obtain and maintain such insurance at such Mortgagor's cost and expense,
and to
seek reimbursement therefor from the Mortgagor. The hazard insurance policy
is
the valid and binding obligation of the insurer, is in full force and effect,
and will be in full force and effect and inure to the benefit of the Purchaser
upon the consummation of the transactions contemplated by this Agreement.
The
Seller has not acted or failed to act so as to impair the coverage of any
such
insurance policy or the validity, binding effect and enforceability
thereof;
(xxxiii)
Servicemembers
Civil Relief Act.
The
Mortgagor has not notified the Seller, and the Seller has no knowledge
of any
relief requested or allowed to the Mortgagor under the Servicemembers Civil
Relief Act, as amended;
(xxxiv)
No
Graduated Payments or Contingent Interest.
The
Mortgage Loan is not a graduated payment mortgage loan and the Mortgage
Loan
does not have a shared appreciation or other contingent interest
feature;
(xxxv) No
Construction Loans.
No
Mortgage Loan was made in connection with (1) the construction or rehabilitation
of a Mortgage Property or (2) facilitating the trade-in or exchange of
a
Mortgaged Property other than a construction-to-permanent loan which has
converted to a permanent Mortgage Loan;
(xxxvi)
Underwriting.
| (a) |
Each
Seller Mortgage Loan was underwritten in accordance with the Underwriting
Guidelines;
|
| (b) |
Each
Third-Party Mortgage Loan was underwritten in accordance with the
Third-Party Underwriting Guidelines;
|
| (c) |
Each
Exception Mortgage Loan was underwritten in accordance with the
Underwriting Guidelines, subject to the exceptions specified on
the
related Assignment and Conveyance Agreement;
and
|
| (d) |
Each
Mortgage Note and Mortgage are on forms acceptable to Xxxxxxx Mac
or
Xxxxxx Xxx.
|
(xxxvii)
Buydown
Mortgage Loans.
With
respect to each Mortgage Loan that is a Buydown Mortgage Loan:
|
(1)
|
On
or before the date of origination of such Mortgage Loan, the
Seller and
the Mortgagor, or the Seller, the Mortgagor and the seller of
the
Mortgaged Property or a third party entered into a Buydown Agreement.
The
Buydown Agreement provides that the seller of the Mortgaged Property
(or
third party) shall deliver to the Seller temporary Buydown Funds
in an
amount equal to the aggregate undiscounted amount of payments
that, when
added to the amount the Mortgagor on such Mortgage Loan is obligated
to
pay on each Due Date in accordance with the terms of the Buydown
Agreement, is equal to the full scheduled Monthly Payment due
on such
Mortgage Loan. The temporary Buydown Funds enable the Mortgagor
to qualify
for the Buydown Mortgage Loan. The effective interest rate of
a Buydown
Mortgage Loan if less than the interest rate set forth in the
related
Mortgage Note will increase within the Buydown Period as provided
in the
related Buydown Agreement so that the effective interest rate
will be
equal to the interest rate as set forth in the related Mortgage
Note. The
Buydown Mortgage Loan satisfies the requirements of the Underwriting
Guidelines;
|
|
(2)
|
The
Mortgage and Mortgage Note reflect the permanent payment terms
rather than
the payment terms of the Buydown Agreement. The Buydown Agreement
provides
for the payment by the Mortgagor of the full amount of the Monthly
Payment
on any Due Date that the Buydown Funds are available. The Buydown
Funds
were not used to reduce the original principal balance of the
Mortgage
Loan or to increase the Appraised Value of the Mortgage Property
when
calculating the Loan-to-Value Ratios for purposes of the Agreement
and, if
the Buydown Funds were provided by the Seller and if required
under
Underwriting Guidelines, the terms of the Buydown Agreement were
disclosed
to the appraiser of the Mortgaged
Property;
|
|
(3)
|
The
Buydown Funds may not be refunded to the Mortgagor unless the
Mortgagor
makes a principal payment for the outstanding balance of the
Mortgage
Loan; and
|
| (4) |
As
of the date of origination of the Mortgage Loan, the provisions
of the
related Buydown Agreement complied with the Underwriting Guidelines
(other
than the exceptions identified for Exception Mortgage Loans on
the related
Assignment and Conveyance Agreement) or the Third-Party Underwriting
Guidelines, as applicable regarding buydown
agreements;
|
|
(xxxviii)
|
Cooperative
Loans.
|
With
respect to each Cooperative Loan:
|
(1)
|
The
Cooperative Shares are held by a person as a tenant-stockholder
in a
Cooperative. Each original UCC financing statement, continuation
statement
or other governmental filing or recordation necessary to create
or
preserve the perfection and priority of the first lien and security
interest in the Cooperative Loan and Proprietary Lease has been
timely and
properly made. Any security agreement, chattel mortgage or equivalent
document related to the Cooperative Loan and delivered to Purchaser
or its
designee establishes in Purchaser a valid and subsisting perfected
first
lien on and security interest in the Mortgaged Property described
therein,
and Purchaser has full right to sell and assign the
same;
|
|
(2)
|
A
Cooperative Lien Search has been made by a company competent
to make the
same which company is acceptable to Xxxxxx Mae or Xxxxxxx Mac
and
qualified to do business in the jurisdiction where the Cooperative
is
located;
|
|
(3)
|
(i)
The term of the related Proprietary Lease is not less than the
terms of
the Cooperative Loan; (ii) there is no provision in any Proprietary
Lease
which requires the Mortgagor to offer for sale the Cooperative
Shares
owned by such Mortgagor first to the Cooperative; (iii) there
is no
prohibition in any Proprietary Lease against pledging the Cooperative
Shares or assigning the Proprietary Lease; (iv) the Cooperative
has been
created and exists in full compliance with the requirements for
residential cooperatives in the jurisdiction in which the Project
is
located and qualifies as a cooperative housing corporation under
Section
210 of the Code; (v) the Recognition Agreement is on a form published
by
Aztech Document Services, Inc. or includes similar provisions;
and (vi)
the Cooperative has good and marketable title to the Project,
and owns the
Project either in fee simple; such title is free and clear of
any adverse
liens or encumbrances, except the lien of any blanket
mortgage;
|
| (4) |
The
Seller has the right under the terms of the Mortgage Note, Pledge
Agreement and Recognition Agreement to pay any maintenance charges
or
assessments owed by the Mortgagor; and
|
| (5) |
Each
Stock Power (i) has all signatures guaranteed or (ii) if all signatures
are not guaranteed, then such Cooperative Shares will be transferred
by
the stock transfer agent of the Cooperative if the Seller undertakes
to
convert the ownership of the collateral securing the related Cooperative
Loan.;
|
(xxxix) HOEPA.
No
Mortgage Loan is a Covered Loan or a High Cost Loan (in the case of state
or
local law, as determined without giving effect to any available federal
preemption, other than any exemptions specifically provided for in the
relevant
state or local law);
(xl) Anti-Money
Laundering Laws.
The
Seller has complied with all applicable anti-money laundering laws and
regulations, (the "Anti-Money Laundering Laws"), and has established an
anti-money laundering compliance program as required by the Anti-Money
Laundering Laws;
(xli) Bankruptcy.
|
No
Mortgagor was a debtor in any state or federal bankruptcy or
insolvency
proceeding as of the date the Mortgage Loan was closed and the
proceeds of
the Mortgage Loan were distributed;
|
(xlii) Due
on
Sale.
The
Mortgage or Mortgage Note contains an enforceable provision, to the extent
not
prohibited by federal law, for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan in the event that the Mortgaged
Property
is sold or transferred without the prior written consent of the Mortgagee
thereunder, provided that, with respect to Mortgage Notes which bear an
adjustable rate of interest, such provision shall not be enforceable if
the
Mortgagor causes to be submitted to the Seller to evaluate the intended
transferee as if a new Mortgage Loan were being made to such transferee,
and the
Seller reasonably determines that the security will not be impaired by
such
Mortgage Loan assumption and that the risk of breach of any covenant or
agreement in such Mortgage is acceptable to the Purchaser;
(xliii) Credit
Reporting.
With
respect to each Mortgage Loan, the Seller has furnished complete information
on
the related borrower credit files to Equifax, Experian and Trans Union
Credit
Information Seller, in accordance with the Fair Credit Reporting Act and
its
implementing regulations;
(xliv) Delivery
of Custodial Mortgage Files.
The
Mortgage Loan Documents contained in the Custodial Mortgage File required
to be
delivered by the Seller have been delivered to the Custodian. The Seller
is in
possession of a complete, true and accurate Retained Mortgage File, except
for
such documents where the originals of which have been sent for
recordation;
(xlv) Single
Premium Credit Life Insurance.
No
Mortgagor has been offered or required to purchase single premium credit
insurance in connection with the origination of the Mortgage Loan;
(xlvi) Payment
in Full.
The
Seller had no knowledge, at the time of origination of the Mortgage Loan,
of any
fact that should have led it to expect that such Mortgage Loan would not
be paid
in full when due;
(xlvii) MERS
Mortgage Loans.
With
respect to each MERS Mortgage Loan, a MIN has been assigned to the Mortgage
Loan, the MIN appears on the Mortgage or related Assignment of Mortgage
to MERS,
the Mortgage or the related Assignment of Mortgage to MERS has been duly
and
properly recorded on MERS, and the transfer to the Purchaser has been properly
reflected in the MERS System pursuant to the Purchaser’s registration
instructions;
(xlviii) Leasehold
Estates.
With
respect to each Mortgage Loan secured in whole or in part by the interest
of the
Mortgagor as a lessee under a ground lease of the related Mortgaged Property
(a
“Ground Lease”) and not be a fee interest in such Mortgaged
Property:
|
(i)
|
The
Mortgagor is the owner of a valid and subsisting interest as
tenant under
the Ground Lease;
|
|
(ii)
|
The
Ground Lease is in full force and effect, unmodified and not
supplement by
any writing;
|
|
(iii)
|
The
Mortgagor is not in default under any provision of the lease;
|
|
(iv)
|
The
lessor under the Ground Lease is not in default under any of
the terms or
provisions thereof on the part of the lessor to be observed or
performed;
|
|
(v)
|
The
term of the Ground Lease exceeds the maturity date of the related
Mortgage
Loan by at least five (5) years;
|
|
(vi)
|
The
Mortgagee under the Mortgage Loan is given at least sixty (60)
days’
notice of any default and an opportunity to cure any defaults
under the
Ground Lease or to take over the Mortgagor’s rights under the Ground
Lease;
|
|
(vii)
|
The
Ground Lease does not contain any default provisions that could
result in
forfeiture or termination of the Ground Lease except for non-payment
of
the Ground Lease or a court order.
|
|
(viii)
|
The
Ground Lease provides that the leasehold can be transferred,
mortgaged and
sublet an unlimited number of times either without restriction
or on
payment of a reasonable fee and delivery of reasonable documentation
to
the lessor;
|
|
(ix)
|
The
Ground Lease or a memorandum thereof has been recorded and by
its terms
permits the leasehold estate to be mortgaged;
and
|
|
(x)
|
The
execution, delivery and performance of the Mortgage do not require
consent
(other than those consents which have been obtained and are in
full force
and effect) under, and will not contravene any provision of or
cause a
default under, the Ground Lease.
|
(xlix) Mixed-Use
Property.
No
Mortgaged Property shall be used solely for commercial purposes. With respect
to
any Mortgaged Property that is a mixed-use property (i) the Mortgaged Property
is a single family dwelling, (ii) any commercial use of the Mortgaged Property
represents a legal, permissible use of the Mortgaged Property under federal,
state and local laws and ordinances; (iii) the Mortgagor is both the owner
and
the operator of the business conducted on the Mortgaged Property; and (iv)
income from the business use of the Mortgaged Property was not taken into
account in determining the Appraised Value of the Mortgaged Property. The
Mortgaged Property with respect to each mixed-use property is in material
compliance with all applicable environmental laws pertaining to environmental
hazards and neither the Company nor, to the Company’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
|
(xlx)
Prepayment
Charge Enforceability.
|
The
Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
Charge specifically authorizes such Prepayment Charge to be collected,
such
Prepayment Charge is permissible and enforceable in accordance with the
terms of
the related Mortgage Loan Documents and all federal, state and local laws
applicable to the Mortgage Loans (except to the extent that the enforceability
thereof may be limited by bankruptcy, insolvency, moratorium, receivership
and
other similar laws relating to creditors’ rights generally or the collectability
thereof may be limited due to acceleration in connection with a foreclosure);
and
|
(xlxi)
Prepayment
Charge Amount and Duration.
|
Each
such
Prepayment Charge is in an amount equal to the maximum amount permitted
under
applicable law and no Mortgage Loan originated on or after October 1, 2002
provides for the payment of a Prepayment Penalty beyond the three-year
term
following the origination of the Mortgage Loan. No Mortgage Loan
originated prior to such date provides for the payment of a Prepayment
Penalty
beyond the five-year term following the origination of the Mortgage Loan.
|
(xlxii)
Valid
Second Lien.
|
With
respect to any Second Lien Mortgage Loan, such Mortgage is a valid, subsisting
and enforceable Second Lien on the Mortgaged Property, including all buildings
on the Mortgaged Property and all installations and mechanical, electrical,
plumbing, heating and air conditioning systems located in or annexed to
such
buildings, and all additions, alterations and replacements made at any
time with
respect to the foregoing. The lien of such Mortgage is subject only
to:
|
(i)
|
the
lien of current real property taxes and assessments not yet due
and
payable;
|
|
(ii)
|
First
Lien Mortgage Loan acceptable in accordance with the Underwriting
Guidelines;
|
|
(iii)
|
covenants,
conditions and restrictions, rights of way, easements and other
matters of
the public record as of the date of recording acceptable to mortgage
lending institutions in accordance with Accepted Servicing Practices
and
(i) referred to or otherwise considered in the appraisal and
(ii) which do
not adversely affect the Appraised Value;
and
|
|
(iv)
|
other
matters to which like properties are commonly subject which do
not
materially interfere with the benefits of the security intended
to be
provided by the mortgage or the use, enjoyment, value or marketability
of
the related Mortgaged Property.
|
Any
security agreement, chattel mortgage or equivalent document related to
and
delivered in connection with such Mortgage Loan establishes and creates
a valid,
subsisting, and enforceable Second Lien and second lien security interest
on the
property described therein and the Company has full right to sell and assign
the
same to the Purchaser. With respect to each Second Lien Mortgage Loan:
(a) the
First Lien is in full force and effect, (b) there is no default, breach,
violation or event of acceleration existing under such First Lien Mortgage
or
the related Mortgage Note, (c) either no consent for the Second Lien Mortgage
Loan is required by the holder of the First Lien or such consent has been
obtained and is contained in the Mortgage Loan Documents, (d) no event
which,
with the passage of time or with notice and the expiration of any grace
or cure
period, would constitute a default, breach, violation or event or acceleration
under the related First Lien Mortgage Loan and (e) either (A) the First
Lien
Mortgage Loan allows or (B) applicable law requires, the mortgagee under
the
Second Lien Mortgage Loan to receive notice of, and affords such mortgagee
an
opportunity to cure any default by payment in full or otherwise under the
First
Lien Mortgage Loan;
(xlxiii) Manufactured
Housing.
No
Mortgage Loan is secured by manufactured housing.
(xlxiv) New
Jersey Purchase Money Second Lien Mortgage Loans.
With
respect to any purchase money Second Lien Mortgage Loans subject to the
New
Jersey Home Ownership Security Act of 2002 (P.L. 2003, c.46:10B-27), one
hundred
percent of the amount financed was used for the purchase of the related
Mortgaged Property.
EXHIBIT
E
REQUEST
FOR RELEASE
TO: [applicable
Custodian]
|
Re:
|
Pooling
and Servicing Agreement dated as of November 1, 2006, among Citigroup
Mortgage Loan Trust Inc., as depositor, CitiMortgage, Inc. as master
servicer and trust administrator, Citibank, N.A. as paying agent,
certificate registrar and authenticating agent and U.S. Bank National
Association as Trustee
|
In
connection with the administration of the Mortgage Loans held by you as
Custodian for the Owner pursuant to the above-captioned Pooling and Servicing
Agreement and the applicable Custodian Agreement, we request the release,
and
hereby acknowledge receipt, of the Trustee's Mortgage File for the Mortgage
Loan
described below, for the reason indicated.
Mortgage
Loan Number:
Mortgagor
Name, Address & Zip Code:
Reason
for Requesting Documents (check one):
______________ 1. Mortgage
Paid
in Full
______________ 2. Foreclosure
______________ 3. Substitution
______________ 4. Other
Liquidation (Repurchases, etc.)
______________ 5. Nonliquidation
Reason:______________________________________________
Address
to which Trustee should
Deliver
the Custodian's Mortgage File:
[____________]
[____________]
|
By: ______________________________
(authorized
signer)
|
|
|
Issuer:______________________________
|
|
|
Address:
|
_____________________________________
|
|
Date:
_________________________________
Custodian
|
_____________________________________
|
Please
acknowledge the execution of the above request by your signature and date
below:
|
|
|||
| Signature | Date |
Documents
returned to Custodian:
|
|
|||
| Trustee |
Date
|
EXHIBIT
F-1
FORM
OF
TRANSFEROR REPRESENTATION LETTER
[Date]
Citigroup,
N.A.
000
Xxxxxxxxx Xx
Xxx
Xxxx,
XX 00000
ATTENTION:
CMLTI, SERIES 2006-AR9
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
2006-AR9, Class__ , representing a __% Class Percentage
Interest
|
Ladies
and Gentlemen:
In
connection with the transfer by ________________ (the “Transferor”) to
________________ (the “Transferee”) of the captioned mortgage pass-through
certificates (the “Certificates”), the Transferor hereby certifies as
follows:
Neither
the Transferor nor anyone acting on its behalf has (a) offered, pledged,
sold,
disposed of or otherwise transferred any Certificate, any interest in any
Certificate or any other similar security to any person in any manner, (b)
has
solicited any offer to buy or to accept a pledge, disposition or other transfer
of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate
or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner,
(e)
has taken any other action, that (in the case of each of subclauses (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933, as amended (the “1933 Act”), or would render the
disposition of any Certificate a violation of Section 5 of the 1933 Act or
any
state securities law or would require registration or qualification pursuant
thereto. The Transferor will not act, nor has it authorized or will it authorize
any person to act, in any manner set forth in the foregoing sentence with
respect to any Certificate. The Transferor will not sell or otherwise transfer
any of the Certificates, except in compliance with the provisions of that
certain Pooling and Servicing Agreement, dated as of November 1, 2006, among
Citigroup Mortgage Loan Trust Inc. as depositor, CitiMortgage, Inc. as trust
administrator and master servicer, CitiBank, N.A. as paying agent, certificate
registrar and authenticating agent and U.S. Bank National Association as
Trustee
(the “Pooling and Servicing Agreement”), pursuant to which Pooling and Servicing
Agreement the Certificates were issued.
Capitalized
terms used but not defined herein shall have the meanings assigned thereto
in
the Pooling and Servicing Agreement.
|
Very
truly
yours,
[Transferor]
|
||
| |
|
|
| By: | ||
|
|
||
|
Name:
Title:
|
||
FORM
OF
TRANSFEREE REPRESENTATION LETTER
[Date]
Citigroup,
N.A.
000
Xxxxxxxxx Xx
Xxx
Xxxx,
XX 00000
ATTENTION:
CMLTI, SERIES 2006-AR9
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
2006-AR9, Class ___, representing a ___% Percentage
Interest
|
Ladies
and Gentlemen:
In
connection with the purchase from ______________________ (the “Transferor”) on
the date hereof of the captioned trust certificates (the “Certificates”),
_______________ (the “Transferee”) hereby certifies as follows:
1. The
Transferee is a “qualified institutional buyer” as that term is defined in Rule
144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
completed either of the forms of certification to that effect attached hereto
as
Annex 1 or Annex 2. The Transferee is aware that the sale to it is being
made in
reliance on Rule 144A. The Transferee is acquiring the Certificates for its
own
account or for the account of a qualified institutional buyer, and understands
that such Certificate may be resold, pledged or transferred only (i) to a
person
reasonably believed to be a qualified institutional buyer that purchases
for its
own account or for the account of a qualified institutional buyer to whom
notice
is given that the resale, pledge or transfer is being made in reliance on
Rule
144A, or (ii) pursuant to another exemption from registration under the 1933
Act.
2. The
Transferee has been furnished with all information regarding (a) the
Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
referred to below, and (d) any credit enhancement mechanism associated with
the
Certificates, that it has requested.
All
capitalized terms used but not otherwise defined herein have the respective
meanings assigned thereto in the Pooling and Servicing Agreement, dated as
of
November 1, 2006, among Citigroup Mortgage Loan Trust Inc. as depositor,
CitiMortgage, Inc. as master servicer and trust administrator, Citibank,
N.A. as
paying agent, certificate registrar and authenticating agent and U.S. Bank
National Association as Trustee, pursuant to which the Certificates were
issued.
|
[TRANSFEREE]
|
||
| |
|
|
| By: | ||
|
|
||
|
Name:
Title:
|
||
ANNEX
1 TO EXHIBIT F
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees Other Than Registered Investment Companies]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and U.S. Bank National Association, as Trustee, with
respect to the mortgage pass-through certificates
(the
“Certificates”) described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:
|
1.
|
As
indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the
entity
purchasing the Certificates (the “Transferee”).
|
|
|
2.
|
In
connection with purchases by the Transferee, the Transferee is
a
“qualified institutional buyer” as that term is defined in Rule 144A under
the Securities Act of 1933 (“Rule 144A”) because (i) the Transferee owned
and/or invested on a discretionary basis
$______________________1
in
securities (except for the excluded securities referred to below)
as of
the end of the Transferee's most recent fiscal year (such amount
being
calculated in accordance with Rule 144A) and (ii) the Transferee
satisfies
the criteria in the category marked below.
|
|
|
___
|
CORPORATION,
ETC. The Transferee is a corporation (other than a bank, savings
and loan
association or similar institution), Massachusetts or similar business
trust, partnership, or any organization described in Section 501(c)(3)
of
the Internal Revenue Code of 1986.
|
|
|
___
|
BANK.
The Transferee (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia,
the
business of which is substantially confined to banking and is supervised
by the State or territorial banking commission or similar official
or is a
foreign bank or equivalent institution, and (b) has an audited
net worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
|
|
|
___
|
SAVINGS
AND LOAN. The Transferee (a) is a savings and loan association,
building
and loan association, cooperative bank, homestead association or
similar
institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a
foreign
savings and loan association or equivalent institution and (b)
has an
audited net worth of at least
|
|
|
___
|
BROKER-DEALER.
The Transferee is a dealer registered pursuant to Section 15 of
the
Securities Exchange Act of 1934.
|
|
|
___
|
INSURANCE
COMPANY. The Transferee is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which
is
subject to supervision by the insurance commissioner or a similar
official
or agency of a State, territory or the District of
Columbia.
|
|
|
___
|
STATE
OR LOCAL PLAN. The Transferee is a plan established and maintained
by a
State, its political subdivisions, or any agency or instrumentality
of the
State or its political subdivisions, for the benefit of its
employees.
|
|
|
__
|
ERISA
PLAN. The Transferee is an employee benefit plan within the meaning
of
Title I of the Employee Retirement Income Security Act of
1974.
|
|
|
___
|
INVESTMENT
ADVISOR. The Transferee is an investment advisor registered under
the
Investment Advisers Act of 1940.
|
|
|
3.
|
The
term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of
issuers that are affiliated with the Transferee, (ii) securities
that are
part of an unsold allotment to or subscription by the Transferee,
if the
Transferee is a dealer, (iii) securities issued or guaranteed by
the U.S.
or any instrumentality thereof, (iv) bank deposit notes and certificates
of deposit, (v) loan participations, (vi) repurchase agreements,
(vii)
securities owned but subject to a repurchase agreement and (viii)
currency, interest rate and commodity swaps.
|
|
|
4.
|
For
purposes of determining the aggregate amount of securities owned
and/or
invested on a discretionary basis by the Transferee, the Transferee
used
the cost of such securities to the Transferee and did not include
any of
the securities referred to in the preceding paragraph. Further,
in
determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if
such
subsidiaries are consolidated with the Transferee in its financial
statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed
under
the Transferee's direction. However, such securities were not included
if
the Transferee is a majority-owned, consolidated subsidiary of
another
enterprise and the Transferee is not itself a reporting company
under the
Securities Exchange Act of 1934.
|
|
|
5.
|
The
Transferee acknowledges that it is familiar with Rule 144A and
understands
that the Transferor and other parties related to the Certificates
are
relying and will continue to rely on the statements made herein
because
one or more sales to the Transferee may be in reliance on Rule
144A.
|
|
___
Yes
|
___
No
|
Will
the Transferee be purchasing the Certificates only for the Transferee's
own account?
|
|
6.
|
If
the answer to the foregoing question is “no”, the Transferee agrees that,
in connection with any purchase of securities sold to the Transferee
for
the account of a third party (including any separate account) in
reliance
on Rule 144A, the Transferee will only purchase for the account
of a third
party that at the time is a “qualified institutional buyer” within the
meaning of Rule 144A. In addition, the Transferee agrees that the
Transferee will not purchase securities for a third party unless
the
Transferee has obtained a current representation letter from such
third
party or taken other appropriate steps contemplated by Rule 144A
to
conclude that such third party independently meets the definition
of
“qualified institutional buyer” set forth in Rule 144A.
|
|
|
7.
|
The
Transferee will notify each of the parties to which this certification
is
made of any changes in the information and conclusions herein.
Until such
notice is given, the Transferee's purchase of the Certificates
will
constitute a reaffirmation of this certification as of the date
of such
purchase. In addition, if the Transferee is a bank or savings and
loan as
provided above, the Transferee agrees that it will furnish to such
parties
updated annual financial statements promptly after they become
available.
|
Dated:
|
___________________________________
Print
Name of Transferee
|
||
| |
|
|
| By: _______________________________ | ||
| Name: | ||
|
Title:
|
||
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees That Are Registered Investment Companies]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and U.S. Bank National Association, as Trustee, with respect to
the mortgage pass- through certificates (the “Certificates”) described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:
1. As
indicated below, the undersigned is the President, Chief Financial Officer
or
Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
because the Transferee is part of a Family of Investment Companies (as defined
below), is such an officer of the investment adviser (the
“Adviser”).
2. In
connection with purchases by the Transferee, the Transferee is a “qualified
institutional buyer” as defined in Rule 144A because (i) the Transferee is an
investment company registered under the Investment Company Act of 1940, and
(ii)
as marked below, the Transferee alone, or the Transferee's Family of Investment
Companies, owned at least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most recent
fiscal year. For purposes of determining the amount of securities owned by
the
Transferee or the Transferee's Family of Investment Companies, the cost of
such
securities was used.
____
The
Transferee owned $___________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most recent
fiscal year (such amount being calculated in accordance with Rule
144A).
____
The
Transferee is part of a Family of Investment Companies which owned in the
aggregate $______________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
3. The
term
“FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered
investment companies (or series thereof) that have the same investment adviser
or investment advisers that are affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one investment adviser is a majority
owned subsidiary of the other).
4. The
term
“SECURITIES” as used herein does not include (i) securities of issuers that are
affiliated with the Transferee or are part of the Transferee's Family of
Investment Companies, (ii) securities issued or guaranteed by the U.S. or
any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned
but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
5. The
Transferee is familiar with Rule 144A and understands that the parties to
which
this certification is being made are relying and will continue to rely on
the
statements made herein because one or more sales to the Transferee will be
in
reliance on Rule 144A. In addition, the Transferee will only purchase for
the
Transferee's own account.
6. The
undersigned will notify the parties to which this certification is made of
any
changes in the information and conclusions herein. Until such notice, the
Transferee's purchase of the Certificates will constitute a reaffirmation
of
this certification by the undersigned as of the date of such
purchase.
|
Dated:
___________________________________
Print
Name of Transferee or Advisor
|
||
| |
|
|
| By:________________________________ | ||
| Name: | ||
| Title: | ||
|
IF
AN
ADVISER:
|
||
| |
|
|
| ___________________________________ | ||
|
Print
Name of Transferee
|
||
FORM
OF TRANSFEREE REPRESENTATION LETTER
The
undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:
| 1. |
I
am an executive officer of the
Purchaser.
|
| 2. |
The
Purchaser is a “qualified institutional buyer”, as defined in Rule 144A,
(“Rule 144A”) under the Securities Act of 1933, as
amended.
|
| 3. |
As
of the date specified below (which is not earlier than the last
day of the
Purchaser's most recent fiscal year), the amount of “securities”, computed
for purposes of Rule 144A, owned and invested on a discretionary
basis by
the Purchaser was in excess of
$100,000,000.
|
|
Name
of
Purchaser
___________________________________
|
||
| |
|
|
| By:________________________________ | ||
| Name: | ||
|
Title:
Date
of this certificate:
Date
of information provided in paragraph
3
|
||
_____________________
| 1 |
Transferee
must own and/or invest on a discretionary basis at least $100,000,000
in
securities unless Transferee is a dealer, and, in that case,
Transferee
must own and/or invest on a discretionary basis at least $10,000,000
in
securities. $25,000,000 as demonstrated in its latest annual
financial
statements, A COPY OF WHICH IS ATTACHED
HERETO.
|
EXHIBIT
F-2
FORM
OF
TRANSFER AFFIDAVIT AND AGREEMENT AND FORM OF TRANSFEROR AFFIDAVIT IN CONNECTION
WITH TRANSFER OF RESIDUAL CERTIFICATES
The
undersigned, being first duly sworn, deposes and says as follows:
1. The
undersigned is an officer of, the proposed Transferee of an Ownership Interest
in a Residual Certificate (the “Certificate”)
issued
pursuant to the Pooling and Servicing Agreement dated as of November 1, 2006
(the “Agreement”),
among
Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
CitiMortgage, Inc., as master servicer and trust administrator (the “Master
Servicer”), Citibank, N.A., as paying agent, certificate registrar and
authenticating agent (the “Paying Agent”) and U.S. Bank National Association, as
trustee (the “Trustee”).
Capitalized terms used, but not defined herein or in Exhibit 1 hereto,
shall have the meanings ascribed to such terms in the Agreement. The Transferee
has authorized the undersigned to make this affidavit on behalf of the
Transferee for the benefit of the Depositor and the Trustee.
2. The
Transferee is, as of the date hereof, and will be, as of the date of the
Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
Interest in the Certificate for its own account. The Transferee has no knowledge
that any such affidavit is false.
3. The
Transferee has been advised of, and understands that (i) a tax will be
imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
Transfer is through an agent (which includes a broker, nominee or middleman)
for
a Person that is not a Permitted Transferee, on the agent; and (iii) the
Person otherwise liable for the tax shall be relieved of liability for the
tax
if the subsequent Transferee furnished to such Person an affidavit that such
subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
such Person does not have actual knowledge that the affidavit is
false.
4. The
Transferee has been advised of, and understands that a tax will be imposed
on a
“pass-through entity” holding the Certificate if at any time during the taxable
year of the pass-through entity a Person that is not a Permitted Transferee
is
the record holder of an interest in such entity. The Transferee understands
that
such tax will not be imposed for any period with respect to which the record
holder furnishes to the pass-through entity an affidavit that such record
holder
is a Permitted Transferee and the pass-through entity does not have actual
knowledge that such affidavit is false. (For this purpose, a “pass-through
entity” includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives
and, except as may be provided in Treasury Regulations, persons holding
interests in pass-through entities as a nominee for another
Person.)
5. The
Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
and understands the legal consequences of the acquisition of an Ownership
Interest in the Certificate including, without limitation, the restrictions
on
subsequent Transfers and the provisions regarding voiding the Transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide
by
the provisions of Section 5.02(d) of the Agreement and the restrictions
noted on the face of the Certificate. The Transferee understands and agrees
that
any breach of any of the representations included herein shall render the
Transfer to the Transferee contemplated hereby null and void.
6. The
Transferee agrees to require a Transfer Affidavit from any Person to whom
the
Transferee attempts to Transfer its Ownership Interest in the Certificate,
and
in connection with any Transfer by a Person for whom the Transferee is acting
as
nominee, trustee or agent, and the Transferee will not Transfer its Ownership
Interest or cause any Ownership Interest to be Transferred to any Person
that
the Transferee knows is not a Permitted Transferee. In connection with any
such
Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
a
certificate substantially in the form set forth as Exhibit L to the
Agreement (a “Transferor
Certificate”)
to the
effect that such Transferee has no actual knowledge that the Person to which
the
Transfer is to be made is not a Permitted Transferee.
7. The
Transferee has historically paid its debts as they have come due, intends
to pay
its debts as they come due in the future, and understands that the taxes
payable
with respect to the Certificate may exceed the cash flow with respect thereto
in
some or all periods and intends to pay such taxes as they become due. The
Transferee does not have the intention to impede the assessment or collection
of
any tax legally required to be paid with respect to the
Certificate.
8. The
Transferee’s taxpayer identification number is ___________.
9. The
Transferee is a U.S. Person as defined in Code
Section 7701(a)(30).
10. The
Transferee is aware that the Certificate may be a “noneconomic residual
interest” within the meaning of proposed Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
11. The
Transferee will not cause income from the Certificate to be attributable
to a
foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of the Transferee or any other U.S.
person.
12. Check
one
of the following:
The
present value of the anticipated tax liabilities associated with holding
the
Certificate, as applicable, does not exceed the sum of:
|
(i)
|
the
present
value of any consideration given to the Transferee to acquire such
Certificate;
|
|
|
(ii)
|
the
present value of the expected future distributions on such Certificate;
and
|
|
|
(iii)
|
the
present value of the anticipated tax savings associated with holding
such
Certificate as the related REMIC generates
losses.
|
For
purposes of this calculation, (i) the Transferee is assumed to pay tax at
the
highest rate currently specified in Section 11(b) of the Code (but the tax
rate
in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject
to the
alternative minimum tax under Section 55 of the Code in the preceding two
years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using
a
discount rate equal to the short-term Federal rate prescribed by Section
1274(d)
of the Code for the month of the transfer and the compounding period used
by the
Transferee.
The
transfer of the Certificate complies with U.S. Treasury Regulations Sections
1.860E-1(c)(5) and (6) and, accordingly,
|
(i)
|
the
Transferee is an “eligible corporation,” as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), as to which income from
the
Certificate will only be taxed in the United States;
|
|
|
(ii)
|
at
the time of the transfer, and at the close of the Transferee’s two fiscal
years preceding the year of the transfer, the Transferee had gross
assets
for financial reporting purposes (excluding any obligation of a
person
related to the Transferee within the meaning of U.S. Treasury Regulations
Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
in
excess of $10 million;
|
|
|
(iii)
|
the
Transferee will transfer the Certificate only to another “eligible
corporation,” as defined in U.S. Treasury Regulations Section
1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
of
Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
of
the U.S. Treasury Regulations; and
|
|
|
(iv)
|
the
Transferee determined the consideration paid to it to acquire the
Certificate based on reasonable market assumptions (including,
but not
limited to, borrowing and investment rates, prepayment and loss
assumptions, expense and reinvestment assumptions, tax rates and
other
factors specific to the Transferee) that it has determined in good
faith.
|
None
of
the above.
13. The
Transferee is not an employee benefit plan that is subject to Title I of
ERISA
or a plan that is subject to Section 4975 of the Code or a plan subject to
any Federal, state or local law that is substantially similar to Title I
of
ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
of
or investing plan assets of such a plan.
IN
WITNESS WHEREOF, the Transferee has caused this instrument to be executed
on its
behalf, pursuant to authority of its Board of Directors, by its duly authorized
officer and its corporate seal to be hereunto affixed, duly attested, this
day
of
,
20 .
|
[NAME
OF TRANSFEREE]
|
||
| |
|
|
| By: | ||
|
|
||
|
Name:
Title:
|
||
[Corporate
Seal]
ATTEST:
|
|
|||
|
[Assistant]
Secretary
|
Personally
appeared before me the above-named __________, known or proved to me to be
the
same person who executed the foregoing instrument and to be the ___________
of
the Transferee, and acknowledged that he executed the same as his free act
and
deed and the free act and deed of the Transferee.
Subscribed
and sworn before me this
day
of
,
20 .
| |
|
|
|
|
||
|
NOTARY
PUBLIC
My
Commission expires the __ day
of
_________, 20__
|
||
FORM
OF
TRANSFEROR AFFIDAVIT
|
STATE
OF_____________
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF___________
|
)
|
__________________________,
being duly sworn, deposes, represents and warrants as follows:
1. I
am a
____________________ of ____________________________ (the “Owner”), a
corporation duly organized and existing under the laws of ______________,
on
behalf of whom I make this affidavit.
2. The
Owner
is not transferring the Class R Certificates (the “Residual Certificates”) to
impede the assessment or collection of any tax.
3. The
Owner
has no actual knowledge that the Person that is the proposed transferee (the
“Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
any taxes owed by such proposed transferee as holder of the Residual
Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
for so long as the Residual Certificates remain outstanding and (iii) is
not a
Permitted Transferee.
4. The
Owner
understands that the Purchaser has delivered to the Trustee a transfer affidavit
and agreement in the form attached to the Pooling and Servicing Agreement
as
Exhibit F-2. The Owner does not know or believe that any representation
contained therein is false.
5. At
the
time of transfer, the Owner has conducted a reasonable investigation of the
financial condition of the Purchaser as contemplated by Treasury Regulations
Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
has
determined that the Purchaser has historically paid its debts as they became
due
and has found no significant evidence to indicate that the Purchaser will
not
continue to pay its debts as they become due in the future. The Owner
understands that the transfer of a Residual Certificate may not be respected
for
United States income tax purposes (and the Owner may continue to be liable
for
United States income taxes associated therewith) unless the Owner has conducted
such an investigation.
6. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them
in
the Pooling and Servicing Agreement.
IN
WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
behalf, pursuant to the authority of its Board of Directors, by its [Vice]
President, attested by its [Assistant] Secretary, this ____ day of ___________,
20__.
|
[OWNER]
|
||||||||
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title: [Vice]
President
|
||||||||
ATTEST:
| By: | |||
|
|
|||
|
Name:
Title:
[Assistant]
Secretary
|
Personally
appeared before me the above-named , known or proved to me to be the same
person
who executed the foregoing instrument and to be a [Vice] President of the
Owner,
and acknowledged to me that [he/she] executed the same as [his/her] free
act and
deed and the free act and deed of the Owner.
Subscribed
and sworn before me this ____ day of __________, 20___.
|
Notary
Public
|
|
|
County
of __________________
|
|
|
State
of ___________________
|
|
|
My
Commission expires:
|
EXHIBIT
G
FORM
OF
CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
[Date]
Citigroup,
N.A.
000
Xxxxxxxxx Xx
Xxx
Xxxx,
XX 00000
Attention:
CMLTI, Series 2006-AR9
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
2006-AR9, Class ___
|
Dear
Sirs:
_______________________
(the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2006-AR9,
Class [1-R] [2-R] (the “Certificates”), issued pursuant to a Pooling and
Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of November
1, 2006, among Citigroup Mortgage Loan Trust Inc. as depositor (the
“Depositor”), CitiMortgage, Inc. as master servicer (the”Master Servicer”) and
trust administrator, Citibank N.A., as paying agent, certificate registrar
and
authenticating agent and U.S. Bank National Association as trustee (the
“Trustee”). Capitalized terms used herein and not otherwise defined shall have
the meanings assigned thereto in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to, and covenants with
the
Depositor, the Trustee and the Master Servicer that:
The
Certificates (i) are not being acquired by, and will not be transferred to,
any
employee benefit plan within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or other
retirement arrangement, including individual retirement accounts and annuities,
Xxxxx plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
acquired with “plan assets” of a Plan within the meaning of the Department of
Labor (“DOL”) regulation, 29 C.F.R.§2510.3-101, and (iii) will not be
transferred to any entity that is deemed to be investing in plan assets of
a
Plan within the meaning of the DOL regulation at 29 C.F.R.
§2510.3-101.
|
Very
truly yours,
___________________________________________
|
||||||||
|
By:
|
______________________________________ | |||||||
|
Name:
|
||||||||
|
Title:
|
||||||||
EXHIBIT
H
FORM
OF
MASTER SERVICER CERTIFICATION
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series
2006-AR9
|
I,
[identify the certifying individual], acting of [CitiMortgage, Inc.
(“CitiMortgage”)], certify to Citigroup Mortgage Loan Trust, Inc. (the
“Depositor”), the Trust Administrator and their respective officers, directors
and affiliates, and with the knowledge and intent that they will rely upon
this
certification, that:
1. I
have
reviewed the information provided to the Trust Administrator by the Master
Servicer pursuant to the Servicing Agreement and included in the annual report
on Form 10-K for the fiscal year [___], and all reports on Form 10-D required
to
be filed in respect of the period covered by such Form 10-K of the Depositor
relating to the above-referenced trust (the “Exchange Act periodic reports”)
(the “Servicing Information”);
2. Based
on
my knowledge, the Servicing Information in the Exchange Act periodic reports,
taken as a whole, does not contain any untrue statement of a material fact
or
omit to state a material fact necessary to make the statements made, in light
of
the circumstances under which such statements were made, not misleading as
of
the last day of the period covered by that annual report;
3. Based
on
my knowledge, the Servicing Information required to be provided to the Trust
Administrator by the Master Servicer has been provided as required under
the
Pooling and Servicing Agreement;
4. I
am
responsible for reviewing the activities performed by the Master Servicer
under
the Pooling and Servicing Agreement and based upon the review required under
the
Pooling and Servicing Agreement, and except as disclosed to the Depositor
and
the Trust Administrator, the Master Servicer has fulfilled in all material
respects its obligations under the Pooling and Servicing Agreement;
and
5. I
have
disclosed to the Master Servicer’s certified public accountants and the
Depositor all significant deficiencies relating to the Master Servicer’s
compliance with the Servicing Criteria as set forth in the Pooling and Servicing
Agreement.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, dated November 1, 2006 (the “Pooling and
Servicing Agreement”), among the Depositor as depositor, CitiMortgage, Inc. as
master servicer and trust administrator, Citibank, N.A. as paying agent,
certificate registrar and authenticating agent and U.S. Bank National
Association as trustee.
|
[CITIMORTGAGE,
INC.]
|
|||||||||||||
|
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
Date:
|
|||||||||||||
EXHIBIT
I
FORM
BACK-UP CERTIFICATION
|
Re:
|
Pooling
and Servicing Agreement dated as of November 1, 2006 (the “Agreement”),
among Citigroup Mortgage Loan Trust Inc., as depositor, CitiMortgage,
Inc.
as master servicer and trust administrator, Citibank, N.A. as paying
agent, certificate registrar and authenticating agent and U.S.
Bank
National Association as Trustee
|
I,
________________________________, the _______________________ of [Trust
Administrator], certify to [the Depositor] and the [Master Servicer] [Trustee],
and their officers, with the knowledge and intent that they will rely upon
this
certification, that:
(1) I
have
reviewed the Master Servicer compliance statement of the Company provided
in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of the Company’s compliance with the servicing criteria set
forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
1934,
as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation
Report”), and all servicing reports, officer’s certificates and other
information relating to the servicing of the Mortgage Loans by the Company
during 200[ ] that were delivered by the Company to the Depositor and the
Trust
Administrator pursuant to the Agreement (collectively, the “Company Servicing
Information”);
(2) Based
on
my knowledge, the Company Servicing Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances under
which
such statements were made, not misleading with respect to the period of time
covered by the Company Servicing Information;
(3) Based
on
my knowledge, all of the Company Servicing Information required to be provided
by the Company under the Agreement has been provided to the Depositor and
the
Trust Administrator;
(4) I
am
responsible for reviewing the activities performed by the Company as Master
Servicer under the Agreement, and based on my knowledge and the compliance
review conducted in preparing the Compliance Statement and except as disclosed
in the Compliance Statement, the Servicing Assessment or the Attestation
Report,
the Company has fulfilled its obligations under the Agreement in all material
respects; and
(5) The
Compliance Statement required to be delivered by the Company pursuant to
the
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any subservicer or subcontractor pursuant
to the
Agreement, have been provided to the Depositor and the Trust Administrator.
Any
material instances of noncompliance described in such reports have been
disclosed to the Depositor and the Trust Administrator. Any material instance
of
noncompliance with the Servicing Criteria has been disclosed in such
reports.
Date: _________________________
By:
Name:
________________________________
Title:
________________________________
EXHIBIT
J
FORM
OF
INTEREST RATE CAP AGREEMENT
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
000
XXXXXXX XXXXXX
XXX
XXXX,
XXX XXXX 00000
000-000-0000
DATE:
November
30, 2006
TO:
Citibank,
N.A. not in its individual capacity, but solely as Cap Trustee on behalf
of a
separate trust created pursuant to the Cap Administration Agreement with
respect
to the Citigroup Mortgage Loan Trust 2006-AR9, Mortgage Pass-Through
Certificates, Series 2006-AR9
ATTENTION:
Xxxxxxxx
XxXxxxx
TELEPHONE:
212-816-5680
FACSIMILE:
000-000-0000
TO:
Citibank,
N.A., New York
ATTENTION:
Xxxx
Xxxxx
TELEPHONE:
000-000-0000
FACSIMILE:
000-000-0000
FROM:
Derivatives
Documentation
TELEPHONE:
000-000-0000
FACSIMILE:
000-000-0000
RE:
Novation
Confirmation
REFERENCE
NUMBER(S): FXNCC8906
The
purpose of this letter is to confirm the terms and conditions of the Novation
Transaction entered into between the parties and effective from the Novation
Date specified below. This Novation Confirmation constitutes a “Confirmation” as
referred to in the New Agreement specified below.
1.
The
definitions and provisions contained in the 2004 ISDA Novation Definitions
(the
“Definitions”) and the terms and provisions of the 2000 ISDA
Definitions,
as
published by the International Swaps and Derivatives Association, Inc.
and
amended from time to time, are incorporated in this Novation Confirmation.
In
the event of any inconsistency between (i) the Definitions, (ii) the 2000
ISDA
Definitions and/or (iii) the Novation Agreement and this Novation Confirmation,
this Novation Confirmation will govern.
2. The
terms
of the Novation Transaction to which this Novation Confirmation relates
are as
follows:
|
Novation
Trade Date:
|
November
30, 2006
|
|
|
Novation
Date:
|
November
30, 2006
|
|
|
Novated
Amount:
|
USD
1,632,700
|
|
|
Transferor:
|
Citibank,
N.A.
|
|
|
Transferee:
|
Citibank,
N.A. not in its individual capacity, but solely as Cap Trustee
on behalf
of a separate trust created pursuant to the Cap Administration
Agreement
with respect to the Citigroup Mortgage Loan Trust 2006-AR9, Mortgage
Pass-Through Certificates, Series 2006-AR9
|
|
|
Remaining
Party:
|
Bear
Xxxxxxx Financial Products Inc.
|
|
|
New
Agreement (between Transferee and Remaining Party):
|
The
Master Agreement as defined in the New
Confirmation
|
3.
The
terms
of the Old Transaction to which this Novation Confirmation relates, for
identification purposes, are as follows:
|
Trade
Date of Old Transaction:
|
November
16, 2006
|
|
|
Effective
Date of Old Transaction:
|
November
30, 2006
|
|
|
Termination
Date of Old Transaction:
|
January
25, 2012
|
4.
The
terms
of the New Transaction to which this Novation Confirmation relates shall
be as
specified in the New Confirmation attached hereto as Exhibit A.
|
Full
First Calculation Period:
|
Applicable
|
5. Offices:
|
Transferor:
|
Not
Applicable
|
|
|
Transferee:
|
Not
Applicable
|
|
|
Remaining
Party:
|
Not
Applicable
|
The
parties confirm their acceptance to be bound by this Novation Confirmation
as of
the Novation Date by executing a copy of this Novation Confirmation and
returning a facsimile of the fully-executed Novation Confirmation to
000-000-0000.
The
Transferor, by its execution of a copy of this Novation Confirmation, agrees
to
the terms of the Novation Confirmation as it relates to the Old Transaction.
The
Transferee, by its execution of a copy of this Novation Confirmation, agrees
to
the terms of the Novation Confirmation as it relates to the New Transaction.
For
inquiries regarding U.S. Transactions, please contact Derivatives
Documentation
by
telephone at 000-000-0000.
For all
other inquiries please contact Derivatives
Documentation by
telephone at 000-0-000-0000.
|
Bear
Xxxxxxx Financial Products Inc.
By:
_____________________________
Name:
Title:
Date
|
Citibank,
N.A., New York
By:
_____________________________
As
authorized agent or officer for
Citibank,
N.A., New York
Name:
Title:
Date
|
|
Citibank,
N.A. not in its individual capacity, but solely as Cap Trustee
on behalf
of a separate trust created pursuant to the Cap Administration
Agreement
with respect to the Citigroup Mortgage Loan Trust 2006-AR9, Mortgage
Pass-Through Certificates, Series 2006-AR9
By:
_____________________________
Name:
Title:
Date
|
am/er
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
000
XXXXXXX XXXXXX
XXX
XXXX, XXX XXXX 00000
000-000-0000
Exhibit
A
|
DATE:
|
November
30, 2006
|
|
|
|
|
TO:
|
Citibank,
N.A. not in its individual capacity, but solely as Cap Trustee
on behalf
of a separate trust created pursuant to the Cap Administration
Agreement
with respect to the Citigroup Mortgage Loan Trust 2006-AR9, Mortgage
Pass-Through Certificates, Series 2006-AR9
|
|
ATTENTION:
|
Xxxxxxxx
XxXxxxx
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
FROM:
|
Derivatives
Documentation
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
SUBJECT:
|
Fixed
Income Derivatives Confirmation and Agreement
|
|
REFERENCE
NUMBER:
|
FXNCC8906
|
The
purpose of this long-form confirmation (“Confirmation”)
is to
confirm the terms and conditions of the current Transaction entered into
on the
Trade Date specified below (the “Transaction”)
between
Bear Xxxxxxx Financial Products Inc. (“Party
A”) and
Citibank, N.A. not in its individual capacity, but solely as Cap Trustee
(the
“Cap Trustee”) on behalf of a separate trust created pursuant to the Cap
Administration Agreement between the Cap Trustee and CitiMortgage, Inc. as
trust
administrator (the “Trust Administrator”) with respect to the Citigroup Mortgage
Loan Trust 2006-AR9 (the “Trust”), Mortgage Pass-Through Certificates, Series
2006-AR9.
This
Confirmation evidences a complete and binding agreement between you and us
to
enter into the Transaction on the terms set forth below and replaces any
previous agreement between us with respect to the subject matter hereof.
This
Confirmation constitutes a “Confirmation”
and also
constitutes a “Schedule”
as
referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support
Annex to the Schedule.
| 1. |
This
Confirmation shall supplement, form a part of, and be subject to
an
agreement in the form of the ISDA Master Agreement (Multicurrency
- Cross
Border) as published and copyrighted in 1992 by the International
Swaps
and Derivatives Association, Inc. (the “ISDA
Master Agreement”),
as if Party A and Party B had executed an agreement in such form
on the
date hereof, with a Schedule as set forth in Item 3 of this Confirmation,
and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
Subject
to New York Law Only version) as published and copyrighted in 1994
by the
International Swaps and Derivatives Association, Inc., with Paragraph
13
thereof as set forth in Annex A hereto (the “Credit
Support Annex”).
For the avoidance of doubt, the Transaction described herein shall
be the
sole Transaction governed by such ISDA Master Agreement. In the
event of
any inconsistency among any of the following documents, the relevant
document first listed shall govern: (i) this Confirmation, exclusive
of
the provisions set forth in Item 3 hereof and Annex A hereto; (ii)
the
provisions set forth in Item 3 hereof, which are incorporated by
reference
into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
and (v) the ISDA Master Agreement.
|
Each
reference herein to a “Section” (unless specifically referencing the Pooling and
Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
a reference to a Section of the ISDA Master Agreement; each herein reference
to
a “Part” will be construed as a reference to the provisions herein deemed
incorporated in a Schedule to the ISDA Master Agreement; each reference herein
to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
Support Annex.
|
2.
|
The
terms of the particular Transaction to which this Confirmation
relates are
as follows:
|
|
Type
of Transaction:
|
Interest
Rate Cap
|
|
Notional
Amount:
|
With
respect to any Calculation Period, the amount set forth for such
period on
Schedule I attached hereto.
|
|
Trade
Date:
|
November
30, 2006
|
|
Effective
Date:
|
November
30, 2006
|
|
Termination
Date:
|
January
25, 2012
|
|
Fixed
Amount:
|
|
|
Fixed
Rate Payer:
|
Party
B
|
|
Fixed
Rate Payer
|
|
|
Payment
Date:
|
November
30, 2006
|
|
Fixed
Amount:
|
Inapplicable.
Premium has been paid under the Old Transaction.
|
|
Floating
Amounts:
|
|
|
Floating
Rate Payer:
|
Party
A
|
|
Cap
Rate:
|
5.45%
|
|
Floating
Rate Payer
|
|
|
Period
End Dates:
|
The
25th
calendar day of each month during the Term of this Transaction,
commencing
December 25, 2006, and ending on the Termination Date, subject
to
adjustment in accordance with the Business Day
Convention.
|
|
Floating
Rate Payer
|
|
|
Payment
Dates:
|
Early
Payment shall be applicable. Two Business Days prior to each Floating
Rate
Payer Period End Date.
|
|
Floating
Rate for initial
|
|
|
Calculation
Period:
|
To
be determined.
|
|
Floating
Rate Option:
|
USD-LIBOR-BBA; provided,
however, that all references in
|
|
Sections
7.l(w)(xvii) and 7.l(w)(xx) of the Definitions to "on
the
|
|
|
day
that is two London Banking Days preceding that Reset Date" shall
be
deleted and replaced with "on the day that is two New York and
London
Banking Days preceding that Reset Date".
|
|
|
Floating
Amount:
|
To
be determined in accordance with the following formula:
|
|
250
* (excess, if any, of the Floating Rate Option over the Cap Rate)
*
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:
|
Preceding
|
|
Calculation
Agent:
|
Party
A
|
|
3.
|
Provisions
Deemed Incorporated in a Schedule to the ISDA Master
Agreement:
|
|
Part
1.
|
Termination
Provisions.
|
For
the
purposes of this Agreement:-
(a)
“Specified
Entity”
will not
apply to Party A or Party B for any purpose.
|
(b)
|
“Specified
Transaction”
will have the meaning specified in Section
14.
|
|
(c)
|
Events
of Default.
|
The
statement below that an Event of Default will apply to a specific party means
that upon the occurrence of such an Event of Default with respect to such
party,
the other party shall have the rights of a Non-defaulting Party under Section
6
of this Agreement; conversely, the statement below that such event will not
apply to a specific party means that the other party shall not have such
rights.
| (i) |
The
“Failure
to Pay or Deliver”
provisions of Section 5(a)(i) will apply to Party A and will apply
to
Party B; provided, however, that notwithstanding anything to the
contrary
in Section 5(a)(i) or in Paragraph 7
of the Credit Support Annex,
any failure by Party A to comply with or perform any obligation
to be
complied with or performed by Party A under the Credit Support
Annex shall
not constitute an Event of Default under Section 5(a)(i) unless
(A) a
Required Ratings Downgrade Event has occurred and been continuing
for 30
or more Local Business Days and (B) such failure is not remedied
on or
before the third Local Business Day after notice of such failure
is given
to Party A.
|
| (ii) |
The
“Breach
of Agreement”
provisions of Section 5(a)(ii) will apply to Party A and will not
apply to
Party B.
|
| (iii) |
The
“Credit
Support Default”
provisions of Section 5(a)(iii) will apply to Party A and will
not apply
to Party B except that Section 5(a)(iii)(1) will apply to Party
B solely
in respect of Party B’s obligations under Paragraph 3(b) of the Credit
Support Annex; provided, however, that notwithstanding anything
to the
contrary in Section 5(a)(iii)(1), any failure by Party A to comply
with or
perform any obligation to be complied with or performed by Party
A under
the Credit Support Annex shall not constitute an Event of Default
under
Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
has
occurred and been continuing for 30 or more Local Business Days
and (B)
such failure is not remedied on or before the third Local Business
Day
after notice of such failure is given to Party
A.
|
| (iv) |
The
“Misrepresentation”
provisions of Section 5(a)(iv) will apply to Party A and will not
apply to
Party B.
|
| (v) |
The
“Default
under Specified Transaction”
provisions of Section 5(a)(v) will apply to Party A and will not
apply to
Party B.
|
| (vi) |
The
“Cross
Default”
provisions of Section 5(a)(vi) will apply to Party A and will not
apply to
Party B. For purposes of Section 5(a)(vi), solely with respect
to Party
A:
|
“Specified
Indebtedness” will have the meaning specified in Section 14.
“Threshold
Amount” means USD 100,000,000.
| (vii) |
The
“Bankruptcy”
provisions of Section 5(a)(vii) will apply to Party A and will
apply to
Party B 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 and will apply
to
Party B.
|
|
(iii)
|
The
“Tax
Event Upon Merger”
provisions of Section 5(b)(iii) will apply to Party A and will
apply to
Party B, provided that Party A shall not be entitled to designate
an Early
Termination Date by reason of a Tax Event upon Merger in respect
of which
it is the Affected Party.
|
|
(iv)
|
The
“Credit
Event Upon Merger”
provisions of Section 5(b)(iv) will not apply to Party A and will
not
apply to Party B.
|
|
(e)
|
The
“Automatic
Early Termination”
provision of Section 6(a) will not apply to Party A and will not
apply to
Party B.
|
(f)
Payments
on Early Termination.
For the
purpose of Section 6(e) of this Agreement:
| (i) |
The
Second Method will apply.
|
| (ii) |
Market
Quotation will apply, provided, however, that, if Party A is the
Defaulting Party or the sole Affected Party, the following provisions
will
apply:
|
|
(A)
|
Section
6(e) is hereby amended by inserting on the first line thereof the
words
“or is effectively designated” after “If an Early Termination Date
occurs”;
|
|
(B)
|
The
definition of Market Quotation in Section 14 shall be deleted in
its
entirety and replaced with the following:
|
“Market
Quotation” means,
with respect to one or more Terminated Transactions, and a party making the
determination, an amount determined on the basis of one or more Firm Offers
from
Reference Market-makers that are Eligible Replacements. Each Firm Offer will
be
(1) for an amount that would be paid to Party B (expressed as a negative
number)
or by Party B (expressed as a positive number) in consideration of an agreement
between Party B and such Reference Market-maker to enter into a Replacement
Transaction, and (2) made on the basis that Unpaid Amounts in respect of
the
Terminated Transaction or group of Transactions are to be excluded but, without
limitation, any payment or delivery that would, but for the relevant Early
Termination Date, have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date are to be included.
The
party making the determination (or its agent) will request each Reference
Market-maker that is an Eligible Replacement to provide its Firm Offer to
the
extent reasonably practicable as of the same day and time (without regard
to
different time zones) on or as soon as reasonably practicable after the
designation of the relevant Early Termination Date. The day and time as of
which
those Firm Offers are to be provided (the “bid time”) will be selected in good
faith by the party obliged to make a determination under Section 6(e), and,
if
each party is so obliged, after consultation with the other. If at least
one
Firm Offer from an Approved Replacement (which, if accepted, would determine
the
Market Quotation) is provided at the bid time, the Market Quotation will
be the
Firm Offer (among such Firm Offers as specified in clause (C) below) actually
accepted by Party B no later than the Business Day immediately preceding
the
Early Termination Date. If no Firm Offer from an Approved Replacement (which,
if
accepted, would determine the Market Quotation) is provided at the bid time,
it
will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Transactions cannot be determined.
|
(C)
|
If
more than one Firm Offer from an Approved Replacement (which, if
accepted,
would determine the Market Quotation) is provided at the bid time,
Party B
shall use best efforts to accept the Firm Offer (among such Firm
Offers)
which would require either (x) the lowest payment by Party B to
the
Reference Market-maker, to the extent Party B would be required
to make a
payment to the Reference Market-maker or (y) the highest payment
from the
Reference Market-maker to Party B, to the extent the Reference
Market-maker would be required to make a payment to Party B. If
only one
Firm Offer from an Approved Replacement (which, if accepted, would
determine the Market Quotation) is provided at the bid time, Party
B shall
use best efforts to accept such Firm
Offer.
|
|
(D)
|
If
Party B requests Party A in writing to obtain Market Quotations,
Party A
shall use its reasonable efforts to do so.
|
|
(E)
|
If
the Settlement Amount is a negative number, Section 6(e)(i)(3)
shall be
deleted in its entirety and replaced with the
following:
|
“(3)
Second
Method and Market Quotation.
If the
Second Method and Market Quotation apply, (I) Party B shall pay to Party
A an
amount equal to the absolute value of the Settlement Amount in respect of
the
Terminated Transactions, (II) Party B shall pay to Party A the Termination
Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
A
shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
owing to Party B; provided, however, that (x) the amounts payable under the
immediately preceding clauses (II) and (III) shall be subject to netting
in
accordance with Section 2(c) of this Agreement and (y) notwithstanding any
other
provision of this Agreement, any amount payable by Party A under the immediately
preceding clause (III) shall not be netted-off against any amount payable
by
Party B under the immediately preceding clause (I).”
(g)
“Termination
Currency”
means
USD.
(h)
Additional
Termination Events.
Additional Termination Events will apply as provided in Part 5(c).
Part
2. Tax
Matters.
(a)
Tax
Representations.
|
(i)
|
Payer
Representations.
For the purpose of Section 3(e) of this Agreement:
|
(A)
Party
A
makes the following representation(s):
It
is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment (other
than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
be made
by it to the other party under this Agreement.
In
making
this representation, it may rely on:
|
(1)
|
the
accuracy of any representations made by the other party pursuant
to
Section 3(f) of this Agreement;
|
|
(2)
|
the
satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii)
of
this Agreement and the accuracy and effectiveness of any document
provided
by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
this
Agreement; and
|
|
(3)
|
the
satisfaction of the agreement of the other party contained in Section
4(d)
of this Agreement, provided that it shall not be a breach of this
representation where reliance is placed on clause (ii) and the
other party
does not deliver a form or document under Section 4(a)(iii) by
reason of
material prejudice to its legal or commercial
position.
|
(B)
Party
B
makes the following representation(s):
None.
(ii)
Payee
Representations.
For the
purpose of Section 3(f) of this Agreement:
(A)
Party
A
makes the following representation(s):
Party
A
is a corporation organized under the laws of the State of Delaware and its
U.S.
taxpayer identification number is 00-0000000.
(B) Party
B
makes the following representation(s):
None.
|
(b)
|
Tax
Provisions.
|
|
(i)
|
Gross
Up.
Section 2(d)(i)(4) shall not apply to Party B as X, such that Party
B
shall not be required to pay any additional amounts referred to
therein.
|
|
(ii)
|
Indemnifiable
Tax. Notwithstanding
the definition of “Indemnifiable
Tax”
in
Section 14 of this Agreement, all Taxes in relation to payments
by Party A
shall be Indemnifiable Taxes (including any Tax imposed in relation
to a
Credit Support Document or in relation to any payment thereunder)
unless
(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.
|
Part
3. Agreement
to Deliver Documents.
(a) For
the
purpose of Section 4(a)(i), tax forms, documents, or certificates to be
delivered are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
|
|
Party
A
|
An
original properly completed and executed United States Internal
Revenue
Service Form W-9 (or any successor thereto) with respect to any
payments
received or to be received by Party A that eliminates U.S. federal
withholding and backup withholding Tax on payments to Party A under
this
Agreement.
|
(i)
upon execution of this Agreement, (ii) on or before the first payment
date
under this Agreement, including any Credit Support Document, (iii)
promptly upon the reasonable demand by Party B, (iv) prior to the
expiration or obsolescence of any previously delivered form, and
(v)
promptly upon the information on any such previously delivered
form
becoming inaccurate or incorrect.
|
|
|
Party
B
|
(i)
Upon execution of this Agreement, an original properly completed
and
executed United States Internal Revenue Service Form W-9 (or any
successor
thereto) with respect to any payments received or to be received
by the
initial beneficial owner of payments to Party B that eliminates
U.S.
federal withholding and backup withholding Tax on payments to Party
B
under this Agreement, and (ii) thereafter, the appropriate tax
certification form (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX,
X-0XXX
or W-8ECI, as applicable (or any successor form thereto)) with
respect to
any payments received or to be received by the beneficial owner
of
payments to Party B under this Agreement from time to time.
|
(i)
upon execution of this Agreement, (ii) on or before the first payment
date
under this Agreement, including any Credit Support Document, (iii)
in the
case of a tax certification form other than a Form W-9, before
December 31
of each third succeeding calendar year, (iv) promptly upon the
reasonable
demand by Party B, (v) prior to the expiration or obsolescence
of any
previously delivered form, and (vi) promptly upon the information
on any
such previously delivered form becoming inaccurate or
incorrect.
|
(b) For
the
purpose of Section 4(a)(ii), other documents to be delivered are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d) Representation
|
|
|
Party
A and
Party
B
|
Any
documents required by the receiving party to evidence the authority
of the
delivering party or its Credit Support Provider, if any, for it
to execute
and deliver the Agreement, this Confirmation, and any Credit Support
Documents to which it is a party, and to evidence the authority
of the
delivering party or its Credit Support Provider to perform its
obligations
under the Agreement, this Confirmation and any Credit Support Document,
as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
|
|
Party
A and
Party
B
|
A
certificate of an authorized officer of the party, as to the incumbency
and authority of the respective officers of the party signing the
Agreement, this Confirmation, and any relevant Credit Support Document,
as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
|
|
Party
A
|
Annual
Report of Party A containing consolidated financial statements
certified
by independent certified public accountants and prepared in accordance
with generally accepted accounting principles in the country in
which
Party A is organized
|
Upon
request by Party B
|
Yes
|
|
|
Party
A
|
Quarterly
Financial Statements of Party A containing unaudited, consolidated
financial statements of Party A’s fiscal quarter prepared in accordance
with generally accepted accounting principles in the country in
which
Party A is organized
|
Upon
request by Party B
|
Yes
|
|
|
Party
A and
Party
B
|
An
opinion of counsel of such party regarding the enforceability of
this
Agreement in a form reasonably satisfactory to the other
party.
|
Upon
the execution and delivery of this Agreement
|
No
|
|
|
Party
B
|
An
executed copy of the Pooling and Servicing Agreement and the Cap
Administration Agreement
|
Promptly
upon filing of such agreement with the U.S. Securities and Exchange
Commission
|
No
|
|
Part
4. Miscellaneous.
|
(a)
|
Address
for Notices:
For the purposes of Section 12(a) of this
Agreement:
|
Address
for notices or communications to Party A:
|
Address:
|
000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
|
|
Attention:
|
DPC
Manager
|
|
Facsimile:
|
(000)
000-0000
|
|
with
a copy to:
|
|
|
Address:
|
Xxx
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
|
|
Attention:
|
Derivative
Operations 7th Floor
|
|
Facsimile:
|
(000)
000-0000
|
|
(For
all purposes)
|
Address
for notices or communications to Party B:
|
Address:
|
Citibank,N.A.
|
|
000
Xxxxxxxxx Xxxxxx, 00xx
Floor
|
|
|
Attention:
|
Structured
Finance - CMLTI 2006-AR9
|
|
Facsimile:
|
000-000-0000
|
(For
all
purposes)
(b)
Process
Agent.
For the
purpose of Section 13(c):
Party
A
appoints as its Process Agent: Not applicable.
Party
B
appoints as its Process Agent: Not applicable.
|
(c)
|
Offices.
The provisions of Section 10(a) will apply to this Agreement; neither
Party A nor Party B has any Offices other than as set forth in
the Notices
Section.
|
|
(d)
|
Multibranch
Party.
For the purpose of Section 10(c) of this
Agreement:
|
Party
A
is not a Multibranch Party.
|
Party
B is not a Multibranch Party.
|
|
(e)
|
Calculation
Agent.
The Calculation Agent is Party A.
|
(f)
Credit
Support Document.
|
Party
A:
|
The
Credit Support Annex, and any guarantee in support of Party A’s
obligations under this Agreement.
|
|
Party
B:
|
The
Credit Support Annex.
|
|
(g)
|
Credit
Support Provider.
|
|
Party
A:
|
The
guarantor under any guarantee in support of Party A’s obligations under
this Agreement.
|
|
Party
B:
|
None.
|
|
(h)
|
Governing
Law.
The parties to this Agreement hereby agree that the law of the
State of
New York shall govern their rights and duties in whole, without
regard to
the conflict of law provisions thereof other than New York General
Obligations Law Sections 5-1401 and 5-1402.
|
|
(i)
|
Netting
of Payments.
The parties agree that subparagraph (ii) of Section 2(c) will apply
to
each Transaction hereunder.
|
|
(j)
|
Affiliate.
Party A and Party B shall be deemed to have no Affiliates for purposes
of
this Agreement, including for purposes of Section
6(b)(ii).
|
Part
5. Others
Provisions.
(a) Definitions.
Unless
otherwise specified in a Confirmation, this Agreement and each Transaction
under
this Agreement are subject to the 2000 ISDA Definitions as published and
copyrighted in 2000 by the International Swaps and Derivatives Association,
Inc.
(the “Definitions”),
and
will be governed in all relevant respects by the provisions set forth in
the
Definitions, without regard to any amendment to the Definitions subsequent
to
the date hereof. The provisions of the Definitions are hereby incorporated
by
reference in and shall be deemed a part of this Agreement, except that (i)
references in the Definitions to a “Swap Transaction” shall be deemed references
to a “Transaction” for purposes of this Agreement, and (ii) references to a
“Transaction” in this Agreement shall be deemed references to a “Swap
Transaction” for purposes of the Definitions. Each term capitalized but not
defined in this Agreement shall have the meaning assigned thereto in the
Pooling
and Servicing Agreement, dated and effective as of November 1, 2006, among
CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, CITIMORTGAGE, INC., as
Master
Servicer and Trust Administrator, CITIBANK, N.A. as Paying Agent, Certificate
Registrar and Authenticating Agent and U.S. BANK NATIONAL ASSOCIATION, as
Trustee.
(b)
Amendments
to ISDA Master Agreement.
|
(i)
|
Single
Agreement.
Section 1(c) is hereby amended by the adding the words “including, for the
avoidance of doubt, the Credit Support Annex” after the words “Master
Agreement”.
|
|
(ii)
|
Reserved.
|
(iii)
Reserved.
|
(iv)
|
Representations.
Section 3 is hereby amended by adding at the end thereof the following
subsection (g):
|
|
“(g)
|
Relationship
Between Parties.
|
|
(1)
|
Nonreliance.
(i) It is not relying on any statement or representation of the
other
party regarding the Transaction (whether written or oral), other
than the
representations expressly made in this Agreement or the Confirmation
in
respect of that Transaction, (ii) it has consulted with its own
legal,
regulatory, tax, business, investment, financial and accounting
advisors
to the extent it has deemed necessary, and it has made its own
investment,
hedging and trading decisions based upon its own judgment and upon
any
advice from such advisors as it has deemed necessary and not upon
any view
expressed by the other party, (iii) it is not relying on any communication
(written or oral) of the other party as investment advice or as
a
recommendation to enter into this Transaction; it being understood
that
information and explanations related to the terms and conditions
of this
Transaction shall not be considered investment advice or a recommendation
to enter into this Transaction and (iv) it has not received from
the other
party any assurance or guaranty as to the expected results of this
Transaction.
|
|
(2)
|
Evaluation
and Understanding. (i) It has the capacity to evaluate (internally
or
through independent professional advice) the Transaction and has
made its
own decision to enter into the Transaction and (ii) it understands
the
terms, conditions and risks of the Transaction and is willing and
able to
accept those terms and conditions and to assume those risks, financially
and otherwise.
|
|
(3)
|
Purpose.
It is entering into the Transaction for the purposes of managing
its
borrowings or investments, hedging its underlying assets or liabilities
or
in connection with a line of business.
|
|
(4)
|
Status
of Parties. The other party is not acting as an agent, fiduciary
or
advisor for it in respect of the Transaction.
|
|
(5)
|
Eligible
Contract Participant. It is an “eligible swap participant” as such term is
defined in, Section 35.1(b)(2) of the regulations (17 C.F.R. 35)
promulgated under, and an “eligible contract participant” as defined in
Section 1(a)(12) of the Commodity Exchange Act, as
amended.”
|
|
(v)
|
Transfer
to Avoid Termination Event.
Section 6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax
Event Upon Merger occurs and the Burdened Party is the Affected
Party,”
and (ii) deleting the last paragraph thereof and inserting the
following
in lieu thereof:
|
“Notwithstanding
anything to the contrary in Section 7 (as amended herein) and Part 5(f),
any
transfer by Party A under this Section 6(b)(ii) shall not require the consent
of
Party B for such transfer if the following conditions are
satisfied:
|
(1)
|
the
transferee (the “Section 6 Transferee”) is an Eligible
Replacement;
|
|
(2)
|
if
the Section 6 Transferee is domiciled in a different country or
political
subdivision thereof from both Party A and Party B, such transfer
satisfies
the Rating Agency Condition;
|
|
(3)
|
the
Section 6 Transferee will not, as a result of such transfer, be
required
on the next succeeding Scheduled Payment Date to withhold or deduct
on
account of any Tax (except in respect of default interest) amounts
in
excess of that which Party A would, on the next succeeding Scheduled
Payment Date have been required to so withhold or deduct unless
the
Section 6 Transferee would be required to make additional payments
pursuant to Section 2(d)(i)(4) corresponding to such excess;
|
|
(4)
|
a
Termination Event or Event of Default does not occur as a result
of such
transfer; and
|
|
(5)
|
the
Section 6 Transferee confirms in writing that it will accept all
of the
interests and obligations in and under this Agreement which are
to be
transferred to it in accordance with the terms of this
provision.”
|
|
(vi)
|
Jurisdiction.
Section
13(b) is hereby amended by: (i) deleting in the second line of
subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
deleting the final paragraph
thereof.
|
|
(vii)
|
Local
Business Day.
The definition of Local Business Day in Section 14 is hereby amended
by
the addition of the words “or any Credit Support Document” after “Section
2(a)(i)” and the addition of the words “or Credit Support Document” after
“Confirmation”.
|
|
(c)
|
Additional
Termination Events.
The following Additional Termination Events will
apply:
|
| (i) |
S&P
First Level Downgrade.
If
an S&P Approved Ratings Downgrade Event has occurred and is continuing
and Party A fails to take any action described under Part (5)(d)(i)(1),
within the time period specified therein, then an Additional Termination
Event shall have occurred with respect to Party A, Party A shall
be the
sole Affected Party with respect to such Additional Termination
Event and
all Transactions hereunder shall be Affected
Transaction.
|
| (ii) |
Xxxxx’x
First Rating Trigger Collateral.
If
(A) it is not the case that a Xxxxx’x Second Trigger Ratings Event has
occurred and been continuing for 30 or more Local Business Days
and (B)
Party
A has failed to comply with or perform any obligation to be complied
with
or performed by Party A in accordance with the Credit Support Annex,
then
an Additional Termination Event shall have occurred with respect
to Party
A, Party A shall be the sole Affected Party with respect to such
Additional Termination Event and all Transactions hereunder shall
be
Affected Transactions.
|
| (iii) |
S&P
Second Level Downgrade.
If
an S&P Required Ratings Downgrade Event has occurred and is continuing
and Party A fails to take any action described under Part (5)(d)(i)(2)
within the time period specified therein, then an Additional Termination
Event shall have occurred with respect to Party A, Party A shall
be the
sole Affected Party with respect to such Additional Termination
Event and
all Transactions hereunder shall be Affected
Transaction.
|
| (iv) |
Xxxxx’x
Second Rating Trigger Replacement.
If
(A) a Xxxxx’x Second Trigger Ratings Event has occurred and been
continuing for 30 or more Local Business Days and (B) (i) at least
one
Eligible Replacement has made a Firm Offer to be the transferee
of all of
Party A’s rights and obligations under this Agreement (and such Firm Offer
remains an offer that will become legally binding upon such Eligible
Replacement upon acceptance by the offeree) and/or (ii) an Eligible
Guarantor has made a Firm Offer to provide an Eligible Guarantee
(and such
Firm Offer remains an offer that will become legally binding upon
such
Eligible Guarantor immediately upon acceptance by the offeree),
then an
Additional Termination Event shall have occurred with respect to
Party A,
Party A shall be the sole Affected Party with respect to such Additional
Termination Event and all Transactions hereunder shall be Affected
Transactions.
|
|
(v)
|
If
at any time, the Master Servicer provides notice that it will purchase
the
Mortgage Loans pursuant to Section 9.1 of the Pooling and Servicing
Agreement, then 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; provided, that
notwithstanding Section 6(b)(iv) of the ISDA Master Agreement only
Party B
shall have the right to designate an Early Termination Date in
respect of
this Additional Termination Event.
|
|
(d)
|
Rating
Agency Downgrade.
|
(i)
S&P
Downgrade:
|
(1)
|
In
the event that an S&P Approved Ratings Downgrade Event occurs and is
continuing, then within 30 days after such rating downgrade, Party
A
shall, subject to the Rating Agency Condition with respect to S&P, at
its own expense, either (i) procure a Permitted Transfer, (ii)
obtain an
Eligible Guaranty or (iii) post collateral in accordance with the
Credit
Support Annex.
|
|
(2)
|
In
the event that an S&P Required Ratings Downgrade Event occurs and is
continuing, then within 10 Local Business Days after such rating
withdrawal or downgrade, Party A shall, subject to the Rating Agency
Condition with respect to S&P, at its own expense, procure either (i)
a Permitted Transfer or (ii) an Eligible
Guaranty.
|
(ii)
Moody’s
Downgrade.
|
(1)
|
In
the event that a Moody’s Second Trigger Ratings Event occurs and is
continuing, Party A shall, as soon as reasonably practicable thereafter,
at its own expense and using commercially reasonable efforts, either
(i)
procure a Permitted Transfer or (ii) obtain an Eligible
Guaranty.
|
(e) Item
1115 Agreement.
Party A
and Party B hereby agree that the terms of the Item 1115 Agreement, dated
as of
November 29, 2006 (the “Item
1115 Agreement”),
among
Citigroup Global Markets Realty Corp. (“Sponsor”), Citigroup Mortgage Loan Trust
Inc. (“Depositor”) and, and Party A 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 a Permitted Transfer pursuant to Section 6(b)(ii), Part 5(d),
the Item 1115 Agreement, Part 5(b)(v) or the succeeding sentence, neither
Party
A nor Party B is permitted to assign, novate or transfer (whether by way
of
security or otherwise) as a whole or in part any of its rights, obligations
or
interests under the Agreement or any Transaction unless (a) the prior written
consent of the other party is obtained and (b) the Rating Agency Condition
has
been satisfied with respect to S&P. At any time at which no Relevant Entity
has credit ratings at least equal to the Approved Ratings Threshold, Party
A may
make a Permitted Transfer.”
|
(ii)
|
If
an Eligible Replacement has made a Firm Offer (which remains an
offer that
will become legally binding upon acceptance by Party B) to be the
transferee pursuant to a Permitted Transfer, Party B shall, at
Party A’s
written request and at Party A’s expense, take any reasonable steps
required to be taken by Party B to effect such transfer.
|
|
(g)
|
Non-Recourse.
Party A acknowledges and agree that, notwithstanding any provision
in this
Agreement to the contrary, the obligations of Party B hereunder
are
limited recourse obligations of Party B, payable solely from the
Cap Account 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 Party B with respect to any claims,
losses,
damages, liabilities, indemnities or other obligations in connection
with
any transactions contemplated hereby. In the event that the
Cap Account
and the proceeds thereof, should be insufficient to satisfy all
claims
outstanding and following the realization of the Cap Account
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. This
provision will survive the termination of this
Agreement.
|
|
(h)
|
[Reserved]
|
|
(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.
|
|
(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 Cap
Trust,
or the trust formed pursuant to the Pooling and Servicing Agreement, in any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or other proceedings under any federal or state bankruptcy or similar law
for a
period of one year (or, if longer, the applicable preference period) and
one day
following payment in full of the Certificates and any Notes. This provision
will
survive the termination of this Agreement.
|
(n)
|
Trustee
Capacity. It is expressly understood and agreed by the parties
hereto
that: (a) the sole recourse in respect of the obligations of Party
B
hereunder shall be to the Trust Fund (as defined in the Pooling
and
Servicing Agreement); (b) Citibank, N.A. is entering into this
Confirmation solely in its capacity as cap trustee for the Cap
Trust under
the Cap Administration Agreement and not in its individual capacity;
(c)
in no case shall Citibank, N.A. (or any person acting as successor
trustee
under the Cap Administration Agreement) be personally liable for
or on
account of any of the statements, representations, warranties,
covenants
or obligations stated to be those of Party B under the terms of
this
Confirmation, all such liability, if any, being expressly waived
by Party
A and any person claiming by, through or under Party
A.
|
|
(o)
|
Severability.
If
any term, provision, covenant, or condition of this Agreement,
or the
application thereof to any party or circumstance, shall be held
to be
invalid or unenforceable (in whole or in part) in any respect,
the
remaining terms, provisions, covenants, and conditions hereof shall
continue in full force and effect as if this Agreement had been
executed
with the invalid or unenforceable portion eliminated, so long as
this
Agreement as so modified continues to express, without material
change,
the original intentions of the parties as to the subject matter
of this
Agreement and the deletion of such portion of this Agreement will
not
substantially impair the respective benefits or expectations of
the
parties; provided, however, that this severability provision shall
not be
applicable if any provision of Section 2, 5, 6, or 13 (or any definition
or provision in Section 14 to the extent it relates to, or is used
in or
in connection with any such Section) shall be so held to be invalid
or
unenforceable.
|
The
parties shall endeavor to engage in good faith negotiations to replace any
invalid or unenforceable term, provision, covenant or condition with a valid
or
enforceable term, provision, covenant or condition, the economic effect of
which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
|
(p)
|
Agent
for Party B. Party
A acknowledges that Party B has appointed the Cap Trustee as its
agent
under the Cap Administration Agreement to carry out certain functions
on
behalf of Party B, and that the Cap Trustee shall be entitled to
give
notices and to perform and satisfy the obligations of Party B hereunder
on
behalf of Party B.
|
|
(q)
|
Fully-paid
Party Protected. Notwithstanding
the terms of Sections 5 and 6 of the Agreement, if Party B has
satisfied
its payment obligations under Section 2(a)(i) of the Agreement,
then
unless Party A is required pursuant to appropriate proceedings
to return
to (a) Party B or otherwise returns to Party B upon demand of Party
B any
portion of such payment, the occurrence of an event described in
Section
5(a) of the Agreement with respect to Party B with respect to this
Transaction shall not constitute an Event of Default or Potential
Event of
Default with respect to Party B as the Defaulting Party and (b)
Party A
shall be entitled to designate an Early Termination Event pursuant
to
Section 6 of the Agreement only as a result of a Termination Event
set
forth in either Section 5(b)(i) or Section 5(b)(ii) of the Agreement
with
respect to Party A as the Affected Party or Section 5(b)(iii) of
the
Agreement with respect to Party A as the Burdened Party. For purposes
of
the Transaction to which this Confirmation relates, Party B’s only payment
obligation under Section 2(a)(i) of the Agreement is to pay the
Fixed
Amount on the Fixed Rate Payer Payment
Date.
|
|
(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)
|
Capacity.
Party A represents to Party B on the date on which Party A enters
into
this Agreement
that it is entering into the Agreement and the Transaction as principal
and not as agent of any person. Party B represents to Party A on
the date
on which Party B enters into this Agreement that it is entering
into the
Agreement and the Transaction in its capacity as Cap
Trustee.
|
|
(w)
|
Substantial
financial transactions.
Each party hereto is hereby advised and acknowledges as of the
date hereof
that the other party has engaged in (or refrained from engaging
in)
substantial financial transactions and has taken (or refrained
from
taking) other material actions in reliance upon the entry by the
parties
into the Transaction being entered into on the terms and conditions
set
forth herein and in the Pooling and Servicing Agreement relating
to such
Transaction, as applicable. This paragraph shall be deemed repeated
on the
trade date of each Transaction.
|
(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 and the Moody’s First Trigger
Ratings Threshold.
“Approved
Replacement” means,
with respect to a Market Quotation, an entity making such Market Quotation,
which entity would satisfy conditions (a), (b) and (c) of the definition
of
Permitted Transfer (as determined by Party B in its sole discretion, acting
in a
commercially reasonable manner) if such entity were a Transferee, as defined
in
the definition of Permitted Transfer.
“Eligible
Guarantee”
means an
unconditional and irrevocable guarantee of all present and future payment
obligations and obligations to post collateral of Party A or an Eligible
Replacement to Party B under this Agreement that is provided by an Eligible
Guarantor as principal debtor rather than surety and that is directly
enforceable by Party B, the form and substance of which guarantee are subject
to
the Rating Agency Condition with respect to S&P.
“Eligible
Guarantor” means
an
entity that has credit ratings at least equal to the Approved Ratings Threshold
with respect to S&P and the Required Ratings Threshold with respect to
Moody’s. An Eligible Guarantor shall provide to Party B in writing all credit
ratings described in this definition, upon request of Party B.
“Eligible
Replacement”
means an
entity that (A) (i) has credit ratings at least equal to the Approved Ratings
Threshold with respect to S&P and the Required Ratings Threshold with
respect to Moody’s, or (ii) provides an Eligible Guarantee and (B) has executed
an Item 1115 Agreement with the Depositor and Sponsor. An Eligible Replacement
shall provide to Party B in writing all credit ratings described in this
definition, upon request of Party B.
“Estimated
Swap Termination Payment”
means,
with respect to an Early Termination Date, an amount determined by Party
A in
good faith and in a commercially reasonable manner as the maximum payment
that
could be owed by Party B to Party A in respect of such Early Termination
Date
pursuant to Section 6(e) 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.
“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, Part 5(b)(v), or the second sentence of Section 7 (as
amended herein) to a transferee (the “Transferee”) of all, but not less than
all, of Party A’s rights, liabilities, duties and obligations under this
Agreement, with respect to which transfer each of the following conditions
is
satisfied: (a) the Transferee is an Eligible Replacement; (b) Party A and
the
Transferee are both “dealers in notional principal contracts” within the meaning
of Treasury regulations section 1.1001-4 (in each case as certified by such
entity); (c) as of the date of such transfer the Transferee would not be
required to withhold or deduct on account of Tax from any payments under
this
Agreement or would be required to gross up for such Tax under Section
2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
as a
result of such transfer; (e) pursuant to a written instrument (the “Transfer
Agreement”), the Transferee acquires and assumes all rights and obligations of
Party A under the Agreement and the relevant Transaction; (f) Party B shall
have
determined, in its sole discretion, acting in a commercially reasonable manner,
that such Transfer Agreement is effective to transfer to the Transferee all,
but
not less than all, of Party A’s rights and obligations under the Agreement and
all relevant Transactions; (g) Party A will be responsible for any costs
or
expenses incurred in connection with such transfer (including any replacement
cost of entering into a replacement transaction); (h) either (A) Moody’s has
been given prior written notice of such transfer and the Rating Agency Condition
is satisfied with respect to S&P or (B) each Swap Rating Agency has been
given prior written notice of such transfer and such transfer is in connection
with the assignment and assumption of this Agreement without modification
of its
terms, other than party names, dates relevant to the effective date of such
transfer, tax representations (provided that the representations in Part
2(a)(i)
are not modified) and any other representations regarding the status of the
substitute counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2)
or Part 5(v)(ii), notice information and account details; and (i) such transfer
otherwise complies with the terms of the Pooling and Servicing
Agreement.
“Rating
Agency Condition”
means,
with respect to any particular proposed act or omission to act hereunder
and
each Swap Rating Agency specified in connection with such proposed act or
omission, that the party acting or failing to act must consult with each
of the
specified Swap Rating Agencies and receive from each such Swap Rating Agency
a
prior written confirmation that the proposed action or inaction would not
cause
a downgrade or withdrawal of the then-current rating of any Certificates
or
Notes.
“Relevant
Entity” means
Party A and, to the extent applicable, a guarantor under an Eligible
Guarantee.
“Replacement
Transaction”
means,
with respect to any Terminated Transaction or group of Terminated Transactions,
a transaction or group of transactions that (i) would have the effect of
preserving for Party B the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and assuming
the
satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
Transactions that would, but for the occurrence of the relevant Early
Termination Date, have been required after that Date, and (ii) has terms
which
are substantially the same as this Agreement, including, without limitation,
rating triggers, Regulation AB compliance, and credit support documentation,
save for the exclusion of provisions relating to Transactions that are not
Terminated Transaction, as determined by Party B in its sole discretion,
acting
in a commercially reasonable manner.
“Required
Ratings Downgrade Event”
means
that no Relevant Entity has credit ratings at least equal to the Required
Ratings Threshold.
“Required
Ratings Threshold” means
each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
Ratings Threshold.
“S&P”
means
Standard & Poor's Rating Services, a division of The XxXxxx-Xxxx Companies,
Inc., or any successor thereto.
“S&P
Approved Ratings Downgrade Event”
means
that no Relevant Entity has credit ratings at least equal to the S&P
Approved Ratings Threshold.
“S&P
Approved Ratings Threshold”
means,
with respect to Party A, the guarantor under an Eligible Guarantee or an
Eligible Replacement, a short-term unsecured and unsubordinated debt rating
from
S&P of “A-1”, or, if such entity does not have a short-term unsecured and
unsubordinated debt rating from S&P, a long-term unsecured and
unsubordinated debt rating or counterparty rating from S&P of
“A+”.
“S&P
Required Ratings Downgrade Event”
means
that no Relevant Entity has credit ratings at least equal to the S&P
Required Ratings Threshold.
“S&P
Required Ratings Threshold”
means,
with respect to Party A, the guarantor under an Eligible Guarantee or an
Eligible Replacement, a long-term unsecured and unsubordinated debt rating
or
counterparty rating from S&P of “BBB-”.
“Swap
Rating Agencies”
means,
with respect to any date of determination, each of S&P and Moody’s, to the
extent that each such rating agency is then providing a rating for any of
the
Citigroup Mortgage Loan Trust 2006-AR9 (the “Trust”), Mortgage Pass-Through
Certificates, Series 2006-AR9 (the “Certificates”) or any notes backed by the
Certificates (the “Notes”).
[Remainder
of this page intentionally left blank.]
4. Account
Details and Settlement Information:
Payments
to Party A:
Citibank,
N.A., New York
ABA
Number: 000-0000-00, for the account of
Bear
Xxxxxxx Securities Corp.
Account
Number: 0925-3186, for further credit to
Bear
Xxxxxxx Financial Products Inc.
Sub-account
Number: 102-04654-1-3
Attention:
Derivatives Department
Payments
to Party B:
Citibank
NA
ABA#000-000-000
Acct
Name: Structured Finance Incoming Wire Acct. No: 3617-2242
Ref:
CMLTI 2006-AR9 A/C#106210
NEITHER
THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
XXXXXXX COMPANIES INC. OTHER THAN PARTY A IS AN OBLIGOR OR A CREDIT SUPPORT
PROVIDER ON THIS AGREEMENT.
SCHEDULE
I
(All
such
dates subject to adjustment in accordance with the Following Business Day
Convention)
|
From
and including
|
To
but excluding
|
Notional
Amount (USD)
|
|
Effective
Date
|
12/25/2006
|
1,632,700.00
|
|
12/25/2006
|
1/25/2007
|
1,603,832.87
|
|
1/25/2007
|
2/25/2007
|
1,571,943.77
|
|
2/25/2007
|
3/25/2007
|
1,537,640.12
|
|
3/25/2007
|
4/25/2007
|
1,501,436.96
|
|
4/25/2007
|
5/25/2007
|
1,463,026.14
|
|
5/25/2007
|
6/25/2007
|
1,422,798.40
|
|
6/25/2007
|
7/25/2007
|
1,380,221.82
|
|
7/25/2007
|
8/25/2007
|
1,336,000.56
|
|
8/25/2007
|
9/25/2007
|
1,290,960.33
|
|
9/25/2007
|
10/25/2007
|
1,245,673.12
|
|
10/25/2007
|
11/25/2007
|
1,201,921.69
|
|
11/25/2007
|
12/25/2007
|
1,159,690.27
|
|
12/25/2007
|
1/25/2008
|
1,118,926.53
|
|
1/25/2008
|
2/25/2008
|
1,079,579.01
|
|
2/25/2008
|
3/25/2008
|
1,041,598.51
|
|
3/25/2008
|
4/25/2008
|
1,004,937.57
|
|
4/25/2008
|
5/25/2008
|
969,550.35
|
|
5/25/2008
|
6/25/2008
|
935,392.60
|
|
6/25/2008
|
7/25/2008
|
902,421.64
|
|
7/25/2008
|
8/25/2008
|
870,596.23
|
|
8/25/2008
|
9/25/2008
|
839,876.59
|
|
9/25/2008
|
10/25/2008
|
810,224.32
|
|
10/25/2008
|
11/25/2008
|
781,602.33
|
|
11/25/2008
|
12/25/2008
|
753,974.85
|
|
12/25/2008
|
1/25/2009
|
727,307.34
|
|
1/25/2009
|
2/25/2009
|
701,528.51
|
|
2/25/2009
|
3/25/2009
|
676,643.11
|
|
3/25/2009
|
4/25/2009
|
652,622.75
|
|
4/25/2009
|
5/25/2009
|
629,422.39
|
|
5/25/2009
|
6/25/2009
|
606,996.89
|
|
6/25/2009
|
7/25/2009
|
585,230.25
|
|
7/25/2009
|
8/25/2009
|
563,720.55
|
|
8/25/2009
|
9/25/2009
|
541,499.41
|
|
9/25/2009
|
10/25/2009
|
518,178.00
|
|
10/25/2009
|
11/25/2009
|
495,795.96
|
|
11/25/2009
|
12/25/2009
|
474,356.40
|
|
12/25/2009
|
1/25/2010
|
458,757.22
|
|
1/25/2010
|
2/25/2010
|
439,085.23
|
|
2/25/2010
|
3/25/2010
|
420,241.64
|
|
3/25/2010
|
4/25/2010
|
402,191.56
|
|
4/25/2010
|
5/25/2010
|
384,901.59
|
|
5/25/2010
|
6/25/2010
|
368,339.74
|
|
6/25/2010
|
7/25/2010
|
352,475.34
|
|
7/25/2010
|
8/25/2010
|
337,279.05
|
|
8/25/2010
|
9/25/2010
|
322,722.73
|
|
9/25/2010
|
10/25/2010
|
308,779.43
|
|
10/25/2010
|
11/25/2010
|
295,423.36
|
|
11/25/2010
|
12/25/2010
|
282,629.78
|
|
12/25/2010
|
1/25/2011
|
270,375.02
|
|
1/25/2011
|
2/25/2011
|
258,636.40
|
|
2/25/2011
|
3/25/2011
|
247,390.92
|
|
3/25/2011
|
4/25/2011
|
236,619.12
|
|
4/25/2011
|
5/25/2011
|
226,300.99
|
|
5/25/2011
|
6/25/2011
|
216,417.17
|
|
6/25/2011
|
7/25/2011
|
206,949.13
|
|
7/25/2011
|
8/25/2011
|
197,876.75
|
|
8/25/2011
|
9/25/2011
|
189,172.24
|
|
9/25/2011
|
10/25/2011
|
180,795.94
|
|
10/25/2011
|
11/25/2011
|
172,738.67
|
|
11/25/2011
|
12/25/2011
|
165,023.21
|
|
12/25/2011
|
Termination
Date
|
157,635.96
|
Annex
A
Paragraph
13 of the Credit Support Annex
ANNEX
A
ISDA®
CREDIT
SUPPORT ANNEX
to
the
Schedule to the
ISDA
Master Agreement
dated
as
of November 30, 2006 between
Bear
Xxxxxxx Financial Products Inc. (hereinafter referred to as “Party
A”
or
“Pledgor”)
and
Citibank,
N.A. not in its individual capacity, but solely as Cap Trustee (the “Cap
Trustee”) on behalf of a separate trust created pursuant to the Cap
Administration Agreement between the Cap Trustee and CitiMortgage, Inc.
as trust
administrator (the “Trust Administrator”) with respect to the Citigroup Mortgage
Loan Trust 2006-AR9 (the “Trust”), Mortgage Pass-Through Certificates, Series
2006-AR9 (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 November 30, 2006, between
Party A and Party B, Reference Number FXNCC8906.
.
Paragraph
13. Elections and Variables.
| (a) |
Security
Interest for “Obligations”.
The term “Obligations”
as
used in this Annex includes the following additional
obligations:
|
With
respect to Party A: not applicable.
With
respect to Party B: not applicable.
| (b) |
Credit
Support Obligations.
|
| (i) |
Delivery
Amount, Return Amount and Credit Support
Amount.
|
| (A) |
“Delivery
Amount”
has the meaning specified in Paragraph 3(a) as amended (I) by
deleting the
words “upon a demand made by the Secured Party on or promptly following
a
Valuation Date” and inserting in lieu thereof the words “not later than
the close of business on each Valuation Date” and (II) by deleting in its
entirety the sentence beginning “Unless otherwise specified in Paragraph
13” and ending “(ii) the Value as of that Valuation Date of all Posted
Credit Support held by the Secured Party.” and inserting in lieu thereof
the following:
|
The
“Delivery
Amount”
applicable to the Pledgor for any Valuation Date will equal the greatest
of
|
(1)
|
the
amount by which (a) the S&P Credit Support Amount for such Valuation
Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
Credit Support held by the Secured Party,
|
|
(2)
|
the
amount by which (a) the Moody’s First Trigger Credit Support Amount for
such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
Valuation Date of all Posted Credit Support held by the Secured
Party,
and
|
|
(3)
|
the
amount by which (a) the Moody’s Second Trigger Credit Support Amount for
such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
such Valuation Date of all Posted Credit Support held by the
Secured
Party.
|
| (B) |
“Return
Amount”
has the meaning specified in Paragraph 3(b) as amended by deleting
in its
entirety the sentence beginning “Unless otherwise specified in Paragraph
13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
thereof the following:
|
The
“Return
Amount”
applicable to the Secured Party for any Valuation Date will equal the least
of
|
(1)
|
the
amount by which (a) the S&P Value as of such Valuation Date of all
Posted Credit Support held by the Secured Party exceeds (b) the
S&P
Credit Support Amount for such Valuation Date,
|
|
(2)
|
the
amount by which (a) the Moody’s First Trigger Value as of such Valuation
Date of all Posted Credit Support held by the Secured Party exceeds
(b)
the Moody’s First Trigger Credit Support Amount for such Valuation Date,
and
|
|
(3)
|
the
amount by which (a) the Moody’s Second Trigger Value as of such Valuation
Date of all Posted Credit Support held by the Secured Party exceeds
(b)
the Moody’s Second Trigger Credit Support Amount for such Valuation
Date.
|
| (C) |
“Credit
Support Amount”
shall not apply. For purposes of calculating any Delivery Amount
or Return
Amount for any Valuation Date, reference shall be made to the
S&P
Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
the Moody’s Second Trigger Credit Support Amount, in each case for such
Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
above.
|
| (ii) |
Eligible
Collateral.
|
The
items
set forth on the schedule of Eligible Collateral attached as Schedule A
hereto
will qualify as “Eligible
Collateral”
(for
the avoidance of doubt, all Eligible Collateral described in (D) and (E)
of
column one of the Collateral Schedule to be denominated in USD).
| (iii) |
Other
Eligible Support.
|
The
following items will qualify as “Other
Eligible Support”
for the
party specified:
Not
applicable.
| (iv) |
Threshold.
|
| (A) |
“Independent
Amount”
means zero with respect to Party A and Party
B.
|
| (B) |
“Threshold”
means, with respect to Party A and any Valuation Date, zero if
(i) a
Collateral Event has occurred and has been continuing (x) for
at least 30
days or (y) since this Annex was executed or (ii) a S&P Required
Ratings Downgrade Event has occurred and is continuing; otherwise,
infinity.
|
“Threshold”
means,
with respect to Party B and any Valuation Date, infinity.
| (C) |
“Minimum
Transfer Amount” means
USD 100,000 with respect to Party A and Party B; provided, however,
that
if the aggregate Certificate Principal Balance 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 1,000.
|
| (c) |
Valuation
and Timing.
|
| (i) |
“Valuation
Agent”
means Party A.
|
| (ii) |
“Valuation
Date” means
each Local Business Day on which any of the S&P Credit Support Amount,
the Xxxxx’x First Trigger Credit Support Amount or the Xxxxx’x Second
Trigger Credit Support Amount is greater than
zero.
|
| (iii) |
“Valuation
Time” means
the close of business in the city of the Valuation Agent on the
Local
Business Day immediately preceding the Valuation Date or date
of
calculation, as applicable; provided
that the calculations of Value and Exposure will be made as of
approximately the same time on the same date. The Valuation Agent
will
notify each party (or the other party, if the Valuation Agent
is a party)
of its calculations not later than the Notification Time on the
applicable
Valuation Date (or in the case of Paragraph 6(d), the Local Business
Day
following the day on which such relevant calculations are
performed).”
|
| (iv) |
“Notification
Time” means
11:00 a.m., New York time, on a Local Business Day.
|
| (v) |
External
Calculations.
At
any time at which Party A (or, to the extent applicable, its
Credit
Support Provider) does not have a long-term unsubordinated and
unsecured
debt rating of at least “BBB+” from S&P, the Valuation Agent shall (at
its own expense) obtain external calculations of Party B’s Exposure from
at least two Reference Market-makers on the last Local Business
Day of
each calendar month. Any determination of the S&P Credit Support
Amount shall be based on the greatest of Party B’s Exposure determined by
the Valuation Agent and such Reference Market-makers. Such external
calculation may not be obtained from the same Reference Market-maker
more
than four times in any 12-month
period.
|
| (vi) |
Notice
to S&P.
At
any time at which Party A (or, to the extent applicable, its
Credit
Support Provider) does not have a long-term unsubordinated and
unsecured
debt rating of at least “BBB+” from S&P, the Valuation Agent shall
provide to S&P not later than the Notification Time on the Local
Business Day following each Valuation Date its calculations of
Party B’s
Exposure and the S&P Value of any Eligible Credit Support or Posted
Credit Support for that Valuation Date. The Valuation Agent shall
also
provide to S&P any external marks of Party B’s
Exposure.
|
| (d) |
Conditions
Precedent and Secured Party’s Rights and
Remedies.
The following Termination Events will be a “Specified
Condition”
for the party specified (that party being the Affected Party
if the
Termination Event occurs with respect to that party): With respect
to
Party A and Party B: None.
|
| (e) |
Substitution.
|
| (i) |
“Substitution
Date”
has the meaning specified in Paragraph
4(d)(ii).
|
| (ii) |
Consent.
If
specified here as applicable, then the Pledgor must obtain the
Secured
Party’s consent for any substitution pursuant to Paragraph 4(d):
Inapplicable.
|
| (f) |
Dispute
Resolution.
|
| (i) |
“Resolution
Time”
means 1:00 p.m. New York time on the Local Business Day following
the date
on which the notice of the dispute is given under Paragraph
5.
|
| (ii) |
Value.
Notwithstanding anything to the contrary in Paragraph 12, for
the purpose
of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Xxxxx’x First Trigger
Value, and Xxxxx’x Second Trigger Value, on any date, of Eligible
Collateral other than Cash will be calculated as follows:
|
For
Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
the
product of (1)(x) the bid-side quotation at the Valuation Time for such
securities on the principal national securities exchange on which such
securities are listed, or (y) if such securities are not listed on a national
securities exchange, the arithmetic mean of the bid-side quotations for
such
securities quoted at the Valuation Time by any three principal market makers
for
such securities selected by the Valuation Agent, provided that if only
two
bid-side quotations are obtained, then the arithmetic mean of such two
bid-side
quotations will be used, and if only one bid-side quotation is obtained,
such
quotation shall be used, or (z) if no such bid price is listed or quoted
for
such date, the bid price listed or quoted (as the case may be) at the Valuation
Time for the day next preceding such date on which such prices were available
and (2) the applicable Valuation Percentage for such Eligible
Collateral.
| (iii) |
Alternative.
The provisions of Paragraph 5 will
apply.
|
| (g) |
Holding
and Using Posted
Collateral.
|
| (i) |
Eligibility
to Hold Posted Collateral; Custodians. Party
B (or its Custodian) will be entitled to hold Posted Collateral
pursuant
to Paragraph 6(b), provided that the following conditions applicable
to it
are satisfied:
|
|
(1)
|
it
is not a Defaulting Party.
|
|
(2)
|
Posted
Collateral consisting of Cash or certificated securities that
cannot be
paid or delivered by book-entry may be held only in any state
of the
United States which has adopted the Uniform Commercial
Code.
|
|
(3)
|
in
the case of any Custodian for Party B, such Custodian (or, to
the extent
applicable, its parent company or credit support provider) shall
then have
a short-term unsecured and unsubordinated debt rating from S&P of at
least “A-1”.
|
Initially,
the Custodian
for
Party B is: the Cap Trustee.
| (ii) |
Use
of Posted Collateral.
The provisions of Paragraph 6(c) will not apply to Party B, and
Party B
shall not have any right to use Posted Collateral or take any
action
specified in such Paragraph 6(c).
|
| (h) |
Distributions
and Interest Amount.
|
| (i) |
Interest
Rate.
The “Interest
Rate”
will be the actual interest rate earned on Posted Collateral
in the form
of Cash that is held by Party B or its
Custodian.
|
| (ii) |
Amendment
of Paragraph 6(d)(i) - Distributions. Clause (d)(i) of Paragraph
6 shall
be amended and restated to read in its entirety as follows:
|
“(i)
Distributions. If Party B receives Distributions on a Local Business Day,
it
will credit to Party A not later than the following Local Business Day
any
Distributions it receives, and such Distributions will constitute Posted
Collateral and will be subject to the security interest granted under Paragraph
2. For the avoidance of doubt, any Distributions will not be Transferred
to
Party A pursuant to Paragraph 6.”
| (iii) |
Amendment
of Paragraph 6(d)(ii) - Interest Amount. Clause
(d)(ii) of Paragraph 6 shall be amended and restated to read
in its
entirety as follows:
|
“(ii)
Interest Amount. The Interest Amount will not be Transferred to Party A
pursuant
to Paragraph 6, but instead will constitute Posted Collateral and will
be
subject to the security interest granted under Paragraph 2. For purposes
of
calculating the Interest Amount the amount of interest calculated for each
day
of the interest period shall be compounded monthly.” Party B shall not be
obliged to transfer any Interest Amount unless and until it has received
such
amount.
| (i) |
Additional
Representation(s).
There are no additional representations by either
party.
|
| (j) |
Other
Eligible Support and Other Posted Support.
|
| (i) |
“Value”
with respect to Other Eligible Support and Other Posted Support
means: not
applicable.
|
| (ii) |
“Transfer”
with respect to Other Eligible Support and Other Posted Support
means: not
applicable.
|
| (k) |
Demands
and Notices.All
demands, specifications and notices under this Annex will be
made pursuant
to the Notices Section of this Agreement, except that any demand,
specification or notice shall be given to or made at the following
addresses, or at such other address as the relevant party may
from time to
time designate by giving notice (in accordance with the terms
of this
paragraph) to the other party:
|
If
to
Party A, at the address specified pursuant to the Notices Section of this
Agreement.
If
to
Party B, at the address specified pursuant to the Notices Section of this
Agreement.
If
to
Party B’s Custodian: at the address designated in writing from time to
time.
| (l) |
Address
for Transfers.
Each Transfer hereunder shall be made to the address specified
below or to
an address specified in writing from time to time by the party
to which
such Transfer will be made.
|
[Party
A
account details]
[Party
B
account details]
[Party
B’s Custodian account details]
| (m) |
Other
Provisions.
|
| (i) |
Collateral
Account.
Party B shall open and maintain a segregated account, which shall
be an
[Eligible Account], and hold, record and identify all Posted
Collateral in
such segregated account.
|
| (ii) |
Agreement
as to Single Secured Party and Single Pledgor.
Party A and Party B hereby agree that, notwithstanding anything
to the
contrary in this Annex, (a) the term “Secured Party” as used in this Annex
means only Party B, (b) the term “Pledgor” as used in this Annex means
only Party A, (c) only Party A makes the pledge and grant in
Paragraph 2,
the acknowledgement in the final sentence of Paragraph 8(a) and
the
representations in Paragraph 9.
|
| (iii) |
Calculation
of Value.
Paragraph 4(c) is hereby amended by deleting the word “Value” and
inserting in lieu thereof “S&P Value, Xxxxx’x First Trigger Value,
Xxxxx’x Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
deleting the words “a Value” and inserting in lieu thereof “an S&P
Value, Xxxxx’x First Trigger Value, and Xxxxx’x Second Trigger Value” and
(B) deleting the words “the Value” and inserting in lieu thereof “S&P
Value, Xxxxx’x First Trigger Value, and Xxxxx’x Second Trigger Value”.
Paragraph 5 (flush language) is hereby amended by deleting the
word
“Value” and inserting in lieu thereof “S&P Value, Xxxxx’x First
Trigger Value, or Xxxxx’x Second Trigger Value”. Paragraph 5(i) (flush
language) is hereby amended by deleting the word “Value” and inserting in
lieu thereof “S&P Value, Xxxxx’x First Trigger Value, and Xxxxx’x
Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
word “the Value, if” and inserting in lieu thereof “any one or more of the
S&P Value, Xxxxx’x First Trigger Value, or Xxxxx’x Second Trigger
Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
first instance of the words “the Value” and inserting in lieu thereof “any
one or more of the S&P Value, Xxxxx’x First Trigger Value, or Xxxxx’x
Second Trigger Value” and (2) deleting the second instance of the words
“the Value” and inserting in lieu thereof “such disputed S&P Value,
Xxxxx’x First Trigger Value, or Xxxxx’x Second Trigger Value”. Each of
Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by
deleting
the word “Value” and inserting in lieu thereof “least of the S&P
Value, Xxxxx’x First Trigger Value, and Xxxxx’x Second Trigger Value”.
|
| (iv) |
Form
of Annex. Party
A and Party B hereby agree that the text of Paragraphs 1 through
12,
inclusive, of this Annex is intended to be the printed form of
ISDA Credit
Support Annex (Bilateral Form - ISDA Agreements Subject to New
York Law
Only version) as
published and copyrighted in 1994 by the International Swaps
and
Derivatives Association, Inc.
|
| (v) |
Events
of Default.
Clause (iii) of Paragraph 7 shall not apply to Party
B.
|
| (vi) |
Expenses.
Notwithstanding anything to the contrary in Paragraph 10, the
Pledgor will
be responsible for, and will reimburse the Secured Party for,
all transfer
and other taxes and other costs involved in any Transfer of Eligible
Collateral.
|
| (vii) |
Withholding.
Paragraph 6(d)(ii) is hereby amended by inserting immediately
after “the
Interest Amount” in the fourth line thereof the words “less any applicable
withholding taxes.”
|
(ix)
Additional
Definitions.
As used
in this Annex:
“Collateral
Event” means
that no Relevant Entity has credit ratings at least equal to the Approved
Ratings Threshold.
“DV01”
means,
with respect to a Transaction and any date of determination, the estimated
change in the Secured Party’s Transaction Exposure with respect to such
Transaction that would result from a one basis point change in the relevant
swap
curve on such date, as determined by the Valuation Agent in good faith
and in a
commercially reasonable manner. The Valuation Agent shall, upon request
of Party
B, provide to Party B a statement showing in reasonable detail such
calculation.
“Exposure”
has the meaning specified in Paragraph 12, except that after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f) of the
Schedule is deleted)” shall be inserted.
“Local
Business Day”
means,
for purposes of this Annex: any day on which (A) commercial banks are open
for
business (including dealings in foreign exchange and foreign currency deposits)
in New York and the location of Party A, Party B and any Custodian, and
(B) in
relation to a Transfer of Eligible Collateral, any day on which the clearance
system agreed between the parties for the delivery of Eligible Collateral
is
open for acceptance and execution of settlement instructions (or in the
case of
a Transfer of Cash or other Eligible Collateral for which delivery is
contemplated by other means a day on which commercial banks are open for
business (including dealings in foreign exchange and foreign deposits)
in New
York and the location of Party A, Party B and any Custodian.
“Xxxxx’x
First Trigger Credit Support Amount” means,
for any Valuation Date, the excess, if any, of
|
(I)
|
(A)
|
for
any Valuation Date on which (I) a Xxxxx’x First Trigger Ratings Event has
occurred and has been continuing (x) for at least 30 Local Business
Days
or (y) since this Annex was executed and (II) it is not the case
that a
Xxxxx’x Second Trigger Ratings Event has occurred and been continuing
for
at least 30 Local Business Days, an amount equal to the greater
of (a)
zero and (b) the sum of (i) the Secured Party’s Exposure for such
Valuation Date and (ii) the sum, for each Transaction to which
this Annex
relates, of the lesser of (x) the product of the Xxxxx’x First Trigger
DV01 Multiplier and DV01 for such Transaction and such Valuation
Date and
(y) the product of Xxxxx’x First Trigger Notional Amount Multiplier and
the Notional Amount for such Transaction for the Calculation
Period for
such Transaction (each as defined in the related Confirmation)
which
includes such Valuation Date, or
|
|
(B)
|
for
any other Valuation Date, zero,
over
|
(II) the
Threshold for Party A such Valuation Date.
“Xxxxx’x
First Trigger DV01 Multiplier”
means
15.
“Xxxxx’x
First Trigger Value”
means,
on any date and with respect to any Eligible Collateral other than Cash,
the bid
price obtained by the Valuation Agent multiplied by the Xxxxx’x First Trigger
Valuation Percentage for such Eligible Collateral set forth in Paragraph
13(b)(ii).
“Xxxxx’x
First Trigger Notional Amount Multiplier”
means
2%.
“Xxxxx’x
Second Trigger Credit Support Amount”
means,
for any Valuation Date, the excess, if any, of
|
(I)
|
(A)
|
for
any Valuation Date on which it is the case that a Xxxxx’x Second Trigger
Ratings Event has occurred and been continuing for at least 30
Local
Business Days, an amount equal to the greatest of (a) zero, (b)
the
aggregate amount of the next payment due to be paid by Party
A under each
Transaction to which this Annex relates, and (c) the sum of (x)
the
Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
Transaction to which this Annex relates,
of:
|
| (1) |
if
such Transaction is not a Transaction-Specific Hedge, the lesser
of (i)
the product of the Xxxxx’x Second Trigger DV01 Multiplier and DV01 for
such Transaction and such Valuation Date and (ii) the product
of the
Xxxxx’x Second Trigger Notional Amount Multiplier and the Notional
Amount
for such Transaction for the Calculation Period for such Transaction
(each
as defined in the related Confirmation) which includes such Valuation
Date;
or
|
| (2) |
if
such Transaction is a Transaction-Specific Hedge, the lesser
of (i) the
product of the Xxxxx’x Second Trigger Transaction-Specific Hedge DV01
Multiplier and DV01 for such Transaction and such Valuation Date
and (ii)
the product of the Xxxxx’x Second Trigger Transaction-Specific Hedge
Notional Amount Multiplier and the Notional Amount for such Transaction
for the Calculation Period for such Transaction (each as defined
in the
related Confirmation) which includes such Valuation Date;
or
|
|
(B)
|
for
any other Valuation Date, zero,
over
|
(II)
the
Threshold for Party A for such Valuation Date.
“Xxxxx’x
Second Trigger DV01 Multiplier”
means
50.
“Xxxxx’x
Second Trigger Notional Amount Multiplier”
means
8%.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge DV01
Multiplier”
means
65.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge Notional Amount
Multiplier”
means
10%.
“Xxxxx’x
Second Trigger Value”
means,
on any date and with respect to any Eligible Collateral other than Cash,
the bid
price obtained by the Valuation Agent multiplied by the Xxxxx’x Second Trigger
Valuation Percentage for such Eligible Collateral set forth in Paragraph
13(b)(ii).
“Remaining
Weighted Average Maturity” means,
with respect to a Transaction, the expected weighted average maturity for
such
Transaction as determined by the Valuation Agent.
“S&P
Credit Support Amount”
means,
for any Valuation Date, the excess, if any, of
|
(I)
|
(A)
|
for
any Valuation Date on which (i) an S&P Approved Ratings Downgrade
Event has occurred and been continuing for at least 30 days or
(ii) a
S&P Required Ratings Downgrade Event has occurred and is continuing,
an amount equal to the sum of (1) 100.0% of the Secured Party’s Exposure
for such Valuation Date and (2) the sum, for each Transaction
to which
this Annex relates, of the product of the Volatility Buffer for
such
Transaction and the Notional Amount of such Transaction for the
Calculation Period of such Transaction (each as defined in the
related
Confirmation) which includes such Valuation Date,
or
|
|
(B)
|
for
any other Valuation Date, zero,
over
|
(II)
the
Threshold for Party A for such Valuation Date.
“S&P
Value”
means,
on any date and with respect to any Eligible Collateral other than Cash,
the
product of (A) the bid price obtained by the Valuation Agent for such Eligible
Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
set forth in paragraph 13(b)(ii).
“Transaction
Exposure”
means,
for any Transaction, Exposure determined as if such Transaction were the
only
Transaction between the Secured Party and the Pledgor.
“Transaction-Specific
Hedge” means
any
Transaction that is (i) an interest rate swap in respect of which (x) the
notional amount of the interest rate swap is “balance guaranteed” or (y) the
notional amount of the interest rate swap for any Calculation Period (as
defined
in the related Confirmation) otherwise is not a specific dollar amount
that is
fixed at the inception of the Transaction, (ii) an interest rate cap, (iii)
an
interest rate floor or (iv) an interest rate swaption.
“Valuation
Percentage”
shall
mean, for purposes of determining the S&P Value, Xxxxx’x First Trigger
Value, or Xxxxx’x Second Trigger Value with respect to any Eligible Collateral
or Posted Collateral, the applicable S&P Valuation Percentage, Xxxxx’x First
Trigger Valuation Percentage, or Xxxxx’x Second Trigger Valuation Percentage for
such Eligible Collateral or Posted Collateral, respectively, in each case
as set
forth in Paragraph 13(b)(ii).
“Value”
shall
mean, in respect of any date, the related S&P Value, the related Xxxxx’x
First Trigger Value, and the related Xxxxx’x Second Trigger Value.
“Volatility
Buffer”
means,
for any Transaction, the related percentage set forth in the following
table.
|
The
higher of the S&P short-term credit rating of (i) Party A and (ii) the
Credit Support Provider of Party A, if applicable
|
Remaining
Weighted Average Maturity
up
to 3 years
|
Remaining
Weighted Average Maturity
up
to 5 years
|
Remaining
Weighted Average Maturity
up
to 10 years
|
Remaining
Weighted Average Maturity
up
to 30 years
|
|
“A-2”
or higher
|
2.75%
|
3.25%
|
4.00%
|
4.75%
|
|
“A-3”
|
3.25%
|
4.00%
|
5.00%
|
6.25%
|
|
“BB+”
or
lower
|
3.50%
|
4.50%
|
6.75%
|
7.50%
|
[Remainder
of this page intentionally left blank]
SCHEDULE
A
ELIGIBLE
COLLATERAL
|
ISDA
Collateral Asset Definition
(ICAD) Code
|
Remaining
Maturity in Years
|
S&P
Valuation
Percentage
|
Xxxxx’x
First
Trigger Valuation
Percentage
|
Xxxxx’x
Second
Trigger
Valuation
Percentage
|
|
(A)
US-CASH
|
N/A
|
100%
|
100%
|
100%
|
|
(B)
EU-CASH
|
N/A
|
92.5%
|
98%
|
94%
|
|
(C)
GB-CASH
|
N/A
|
94.1%
|
98%
|
95%
|
|
(D)
US-TBILL
US-TNOTE
US-TBOND
|
||||
|
1
or less
|
98.9%
|
100%
|
100%
|
|
|
More
than 1 but not more than 2
|
98.0%
|
100%
|
99%
|
|
|
More
than 2 but not more than 3
|
97.4%
|
100%
|
98%
|
|
|
More
than 3 but not more than 5
|
95.5%
|
100%
|
97%
|
|
|
More
than 5 but not more than 7
|
93.7%
|
100%
|
96%
|
|
|
More
than 7 but not more than 10
|
92.5%
|
100%
|
94%
|
|
|
More
than 10 but not more than 20
|
91.1%
|
100%
|
90%
|
|
|
More
than 20
|
88.6%
|
100%
|
88%
|
|
|
(E)
US-GNMA
US-FNMA
US-FHLMC
|
||||
|
1
or less
|
98.5%
|
100%
|
99%
|
|
|
More
than 1 but not more than 2
|
97.7%
|
100%
|
99%
|
|
|
More
than 2 but not more than 3
|
97.3%
|
100%
|
98%
|
|
|
More
than 3 but not more than 5
|
94.5%
|
100%
|
96%
|
|
|
More
than 5 but not more than 7
|
93.1%
|
100%
|
93%
|
|
|
More
than 7 but not more than 10
|
90.7%
|
100%
|
93%
|
|
|
More
than 10 but not more than 20
|
87.7%
|
100%
|
89%
|
|
|
More
than 20
|
84.4%
|
100%
|
87%
|
|
|
(F)
Fixed-Rate GA-EUROZONE-GOV
|
Rated
AAA or better by S&P
|
Rated
Aa3 or better by Xxxxx'x
|
Rated
Aa3 or better by Xxxxx'x
|
|
|
1
or less
|
98.8%
|
98%
|
94%
|
|
|
More
than 1 but not more than 2
|
97.9%
|
98%
|
93%
|
|
|
More
than 2 but not more than 3
|
97.1%
|
98%
|
92%
|
|
|
More
than 3 but not more than 5
|
91.2%
|
98%
|
90%
|
|
|
More
than 5 but not more than 7
|
87.5%
|
98%
|
89%
|
|
|
More
than 7 but not more than 10
|
83.8%
|
98%
|
88%
|
|
|
More
than 10 but not more than 20
|
75.5%
|
98%
|
84%
|
The
ISDA
Collateral Asset Definition (ICAD) Codes used in this Schedule A are taken
from
the Collateral Asset Definitions (First Edition - June 2003) as published
and
copyrighted in 2003 by the International Swaps and Derivatives Association,
Inc.
[Annex
B
Item
1115 Agreement]
SCHEDULE
1
MORTGAGE
LOAN SCHEDULE
AS
FILED
ON DECEMBER 4, 2006
