CITIGROUP MORTGAGE LOAN TRUST INC. Depositor AMERIQUEST MORTGAGE COMPANY Servicer WELLS FARGO BANK, N.A. Master Servicer and Trust Administrator and Trustee POOLING AND SERVICING AGREEMENT Dated as of June 1, 2007 Asset-Backed Pass-Through...
CITIGROUP
MORTGAGE LOAN TRUST INC.
Depositor
AMERIQUEST
MORTGAGE COMPANY
Servicer
XXXXX
FARGO BANK, N.A.
Master
Servicer and Trust Administrator
and
U.S.
BANK
NATIONAL ASSOCIATION
Trustee
_________________________________________
Dated
as
of June 1, 2007
_________________________________________
Asset-Backed
Pass-Through Certificates
Series
2007-AMC4
TABLE
OF CONTENTS
Section
|
ARTICLE
I
|
|
|
DEFINITIONS
|
|
|
SECTION
1.01
|
Defined
Terms.
|
|
SECTION
1.02
|
Allocation
of Certain Interest Shortfalls.
|
|
ARTICLE
II
|
|
|
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
|
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
|
SECTION
2.02
|
Acceptance
of the Trust Fund by the Trustee.
|
|
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by the Sponsor or the
Depositor.
|
|
SECTION
2.04
|
[Reserved].
|
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the Servicer and the Master
Servicer.
|
|
SECTION
2.06
|
Issuance
of the Certificates.
|
|
SECTION
2.07
|
Authorization
to Enter into Interest Rate Cap Agreement.
|
|
SECTION
2.08
|
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs
by the
Trustee.
|
|
ARTICLE
III
|
|
|
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3.01
|
Servicer
to Act as Servicer.
|
|
SECTION
3.02
|
Sub-Servicing
Agreements Between the Servicer and Sub-Servicer.
|
|
SECTION
3.03
|
Successor
Sub-Servicer.
|
|
SECTION
3.04
|
Liability
of the Servicer.
|
|
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicer and Trustee, Trust
Administrator or Certificateholders.
|
|
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by Master
Servicer.
|
|
SECTION
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
|
SECTION
3.08
|
Sub-Servicing
Accounts.
|
|
SECTION
3.09
|
Collection
of Taxes and Similar Items; Servicing Accounts.
|
|
SECTION
3.10
|
Collection
Account.
|
|
SECTION
3.11
|
Withdrawals
from the Collection Account.
|
|
SECTION
3.12
|
Investment
of Funds in the Collection Account.
|
|
SECTION
3.13
|
[Reserved].
|
|
SECTION
3.14
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
|
SECTION
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
|
SECTION
3.16
|
Realization
Upon Defaulted Mortgage Loans.
|
|
SECTION
3.17
|
Trustee
to Cooperate; Release of Mortgage Files.
|
|
SECTION
3.18
|
Servicing
Compensation.
|
|
SECTION
3.19
|
Reports;
Collection Account Statements.
|
|
SECTION
3.20
|
Statement
as to Compliance.
|
|
SECTION
3.21
|
Assessments
of Compliance and Attestation Reports.
|
|
SECTION
3.22
|
Access
to Certain Documentation.
|
|
SECTION
3.23
|
Title,
Management and Disposition of REO Property.
|
|
SECTION
3.24
|
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3.25
|
Obligations
of the Servicer in Respect of Monthly Payments.
|
|
SECTION
3.26
|
Advance
Facility.
|
|
SECTION
3.27
|
Late
Remittance.
|
|
ARTICLE
IIIA
|
|
|
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
|
SECTION
3A.01
|
Master
Servicer to Act as Master Servicer
|
|
SECTION
3A.02
|
[Reserved].
|
|
SECTION
3A.03
|
Monitoring
of the Servicer.
|
|
SECTION
3A.04
|
Fidelity
Bond.
|
|
SECTION
3A.05
|
Power
to Act; Procedures.
|
|
SECTION
3A.06
|
Due
on Sale Clauses; Assumption Agreements.
|
|
SECTION
3A.07
|
[Reserved].
|
|
SECTION
3A.08
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
|
|
SECTION
3A.09
|
Compensation
for the Master Servicer.
|
|
SECTION
3A.10
|
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
|
SECTION
3A.11
|
Distribution
Account.
|
|
SECTION
3A.12
|
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
|
ARTICLE
IV
|
|
|
PAYMENTS
TO CERTIFICATEHOLDERS
|
|
|
SECTION
4.01
|
Distributions.
|
|
SECTION
4.02
|
Statements
to Certificateholders.
|
|
SECTION
4.03
|
Remittance
Reports; P&I Advances.
|
|
SECTION
4.04
|
Allocation
of Realized Losses.
|
|
SECTION
4.05
|
Compliance
with Withholding Requirements.
|
|
SECTION
4.06
|
Net
WAC Rate Carryover Reserve Account.
|
|
SECTION
4.07
|
Exchange
Commission Filings; Additional Information.
|
|
SECTION
4.08
|
Cap
Account.
|
|
SECTION
4.09
|
Collateral
Account.
|
|
SECTION
4.10
|
Rights
and Obligations Under the Interest Rate Cap Agreement.
|
|
ARTICLE
V
|
|
|
THE
CERTIFICATES
|
|
|
SECTION
5.01
|
The
Certificates.
|
|
SECTION
5.02
|
Registration
of Transfer and Exchange of Certificates.
|
|
SECTION
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
|
SECTION
5.04
|
Persons
Deemed Owners.
|
|
SECTION
5.05
|
Certain
Available Information.
|
|
ARTICLE
VI
|
|
|
|
|
|
THE
DEPOSITOR, THE MASTER SERVICER AND THE SERVICERS
|
|
|
SECTION
6.01
|
Liability
of the Depositor, the Master Servicer and the Servicer.
|
|
SECTION
6.02
|
Merger
or Consolidation of the Depositor, the Master Servicer or the
Servicer.
|
|
SECTION
6.03
|
Limitation
on Liability of the Depositor, the Master Servicer, the Servicer
and
Others.
|
|
SECTION
6.04
|
Limitation
on Resignation of the Servicer; Assignment of Master
Servicing.
|
|
SECTION
6.05
|
Successor
Master Servicer.
|
|
SECTION
6.06
|
Rights
of the Depositor in Respect of the Servicer.
|
|
SECTION
6.07
|
Duties
of the Credit Risk Manager.
|
|
SECTION
6.08
|
Limitation
Upon Liability of the Credit Risk Manager.
|
|
SECTION
6.09
|
Removal
of the Credit Risk Manager.
|
|
ARTICLE
VII
|
|
|
DEFAULT
|
|
|
SECTION
7.01
|
Servicer
Events of Default and Master Servicer Events of
Termination.
|
|
SECTION
7.02
|
Master
Servicer or Trustee to Act; Appointment of Successor
Servicer.
|
|
SECTION
7.03
|
Trustee
to Act; Appointment of Successor Master Servicer.
|
|
SECTION
7.04
|
Notification
to Certificateholders.
|
|
SECTION
7.05
|
Waiver
of Servicer Events of Default and Master Servicer Events of
Termination.
|
|
ARTICLE
VIII
|
|
|
CONCERNING
THE TRUSTEE AND THE TRUST ADMINISTRATOR
|
|
|
SECTION
8.01
|
Duties
of Trustee and Trust Administrator.
|
|
SECTION
8.02
|
Certain
Matters Affecting the Trustee and the Trust
Administrator.
|
|
SECTION
8.03
|
Neither
the Trustee nor Trust Administrator Liable for Certificates or
Mortgage
Loans.
|
|
SECTION
8.04
|
Trustee
and Trust Administrator May Own Certificates.
|
|
SECTION
8.05
|
Trustee’s,
Trust Administrator’s and 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
|
[Reserved].
|
|
SECTION
8.12
|
Appointment
of Office or Agency.
|
|
SECTION
8.13
|
Representations
and Warranties.
|
|
SECTION
8.14
|
[Reserved].
|
|
SECTION
8.15
|
No
Trustee or Trust Administrator Liability for Actions or Inactions
of
Custodian.
|
|
ARTICLE
IX
|
|
|
TERMINATION
|
|
|
SECTION
9.01
|
Termination
Upon Repurchase or Liquidation of the Mortgage Loans.
|
|
SECTION
9.02
|
Additional
Termination Requirements.
|
|
ARTICLE
X
|
|
|
REMIC
PROVISIONS
|
|
|
SECTION
10.01
|
REMIC
Administration.
|
|
SECTION
10.02
|
Prohibited
Transactions and Activities.
|
|
SECTION
10.03
|
Servicer,
Master Servicer, Trustee and Trust Administrator
Indemnification.
|
|
ARTICLE
XI
|
|
|
MISCELLANEOUS
PROVISIONS
|
|
|
SECTION
11.01
|
Amendment.
|
|
SECTION
11.02
|
Recordation
of Agreement; Counterparts.
|
|
SECTION
11.03
|
Limitation
on Rights of Certificateholders.
|
|
SECTION
11.04
|
Governing
Law.
|
|
SECTION
11.05
|
Notices.
|
|
SECTION
11.06
|
Severability
of Provisions.
|
|
SECTION
11.07
|
Notice
to Rating Agencies.
|
|
SECTION
11.08
|
Article
and Section References.
|
|
SECTION
11.09
|
Grant
of Security Interest.
|
|
SECTION
11.10
|
Third
Party Rights.
|
|
SECTION
11.11
|
Intention
of the Parties and
Interpretation.
|
Exhibits
|
Exhibit
A-1
|
Form
of Class A-1 Certificate
|
|
Exhibit
A-2
|
Form
of Class A-2A Certificate
|
|
Exhibit
A-3
|
Form
of Class A-2B Certificate
|
|
Exhibit
A-4
|
Form
of Class A-2C Certificate
|
|
Exhibit
A-5
|
Form
of Class A-2D Certificate
|
|
Exhibit
A-6
|
Form
of Class M-1 Certificate
|
|
Exhibit
A-7
|
Form
of Class M-2 Certificate
|
|
Exhibit
A-8
|
Form
of Class M-3 Certificate
|
|
Exhibit
A-9
|
Form
of Class M-4 Certificate
|
|
Exhibit
A-10
|
Form
of Class M-5 Certificate
|
|
Exhibit
A-11
|
Form
of Class M-6 Certificate
|
|
Exhibit
A-12
|
Form
of Class M-7 Certificate
|
|
Exhibit
A-13
|
Form
of Class M-8 Certificate
|
|
Exhibit
A-14
|
Form
of Class M-9 Certificate
|
|
Exhibit
A-15
|
Form
of Class M-10 Certificate
|
|
Exhibit
A-16
|
Form
of Class M-11 Certificate
|
|
Exhibit
A-17
|
Form
of Class CE-1 Certificate and Class CE-2 Certificate
|
|
Exhibit
A-18
|
Form
of Class P Certificate
|
|
Exhibit
A-19
|
Form
of Class R Certificate
|
|
Exhibit
A-20
|
Form
of Class R-X Certificate
|
|
Exhibit
B
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
|
Exhibit
C
|
Servicing
Criteria to Be Addressed in Assessment of Compliance
|
|
Exhibit
D
|
Form
of Mortgage Loan Purchase Agreement
|
|
Exhibit
E
|
Request
for Release
|
|
Exhibit
F-1
|
Form
of Transferor Representation Letter and Form of Transferee Representation
Letter in Connection with Transfer of the Private Certificates
Pursuant to
Rule 144A Under the 1933 Act
|
|
Exhibit
F-2
|
Form
of Transfer Affidavit and Agreement and Form of Transferor Affidavit
in
Connection with Transfer of Residual Certificates
|
|
Exhibit
G
|
Form
of Certification with respect to ERISA and the Code
|
|
Exhibit
H-1
|
Form
of Certification to be provided by the Master Servicer with Form
10-K
|
|
Exhibit
H-2
|
Form
of Certification to be provided to the Master Servicer by the
Servicer
|
|
Exhibit
H-3
|
Form
of Certification to be provided to the Master Servicer by the Backup
Servicer (in its capacity as successor servicer)
|
|
Exhibit
I
|
Form
of Interest Rate Cap Agreement
|
|
Exhibit
J
|
Form
of Cap Administration Agreement
|
|
Exhibit
K
|
Additional
Disclosure Notification
|
|
Exhibit
L
|
Annual
Statement of Compliance
|
|
Exhibit
M-1
|
Form
of Delinquency Report
|
|
Exhibit
M-2
|
Monthly
Remittance Advance
|
|
Exhibit
M-3
|
Form
of Realized Loss Report
|
|
Exhibit
N
|
Addendum
Regulation AB
|
|
Exhibit
O
|
Form
of Interest Rate Swap Agreement
|
|
Exhibit
P-1
|
Form
of Backup Servicer Delinquency Report
|
|
Exhibit
P-2
|
Backup
Servicer Montly Remittance Advance
|
|
Exhibit
P-3
|
Form
of Backup Servicer Realized Loss Report
|
|
Schedule
1
|
Mortgage
Loan Schedule
|
|
Schedule
2
|
Prepayment
Charge Schedule
|
This
Pooling and Servicing Agreement, is dated and effective as of June 1, 2007,
among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, AMERIQUEST MORTGAGE
COMPANY, as Servicer, XXXXX FARGO BANK, N.A., as Master Servicer and as Trust
Administrator and U.S. BANK NATIONAL ASSOCIATION, as Trustee.
PRELIMINARY
STATEMENT:
The
Depositor intends to sell pass-through certificates to be issued hereunder
in
multiple classes, which in the aggregate will evidence the entire beneficial
ownership interest in each REMIC (as defined herein) created hereunder. The
Trust Fund will consist of a pool of assets comprised of the Mortgage Loans
and
certain other related assets subject to this Agreement.
REMIC
I
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Mortgage Loans and certain other related assets (other than
any Servicer Prepayment Charge Payment Amounts, the Net WAC Rate Carryover
Reserve Account, the Cap Account, the Cap Administration Agreement, the Interest
Rate Cap Agreement, the Swap Account, the Interest Rate Swap Agreement and
the
Supplemental Interest Trust) subject to this Agreement as a REMIC for federal
income tax purposes, and such pool of assets will be designated as “REMIC
I.” The Class R-I Interest will be the sole class of “residual
interests” in REMIC I for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation,
the REMIC I Remittance Rate, the initial Uncertificated Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC I Regular Interests (as
defined herein). None of the REMIC I Regular Interests will be
certificated.
|
Designation
|
REMIC
I
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
||||||
|
I
|
(2 | ) | $ |
236,597,131.51
|
May
25, 2037
|
||||
|
I-1-A
|
(2 | ) | $ |
7,895,989.56
|
May
25, 2037
|
||||
|
I-1-B
|
(2 | ) | $ |
7,895,989.56
|
May
25, 2037
|
||||
|
I-2-A
|
(2 | ) | $ |
7,627,465.68
|
May
25, 2037
|
||||
|
I-2-B
|
(2 | ) | $ |
7,627,465.68
|
May
25, 2037
|
||||
|
I-3-A
|
(2 | ) | $ |
7,389,315.41
|
May
25, 2037
|
||||
|
I-3-B
|
(2 | ) | $ |
7,389,315.41
|
May
25, 2037
|
||||
|
I-4-A
|
(2 | ) | $ |
7,155,630.44
|
May
25, 2037
|
||||
|
I-4-B
|
(2 | ) | $ |
7,155,630.44
|
May
25, 2037
|
||||
|
I-5-A
|
(2 | ) | $ |
7,074,264.50
|
May
25, 2037
|
||||
|
I-5-B
|
(2 | ) | $ |
7,074,264.50
|
May
25, 2037
|
||||
|
I-6-A
|
(2 | ) | $ |
7,466,790.80
|
May
25, 2037
|
||||
|
I-6-B
|
(2 | ) | $ |
7,466,790.80
|
May
25, 2037
|
||||
|
I-7-A
|
(2 | ) | $ |
8,937,313.48
|
May
25, 2037
|
||||
|
I-7-B
|
(2 | ) | $ |
8,937,313.48
|
May
25, 2037
|
||||
|
I-8-A
|
(2 | ) | $ |
10,485,744.68
|
May
25, 2037
|
||||
|
I-8-B
|
(2 | ) | $ |
10,485,744.68
|
May
25, 2037
|
||||
|
I-9-A
|
(2 | ) | $ |
10,178,561.48
|
May
25, 2037
|
||||
|
I-9-B
|
(2 | ) | $ |
10,178,561.48
|
May
25, 2037
|
||||
|
I-10-A
|
(2 | ) | $ |
9,272,411.12
|
May
25, 2037
|
||||
|
I-10-B
|
(2 | ) | $ |
9,272,411.12
|
May
25, 2037
|
||||
|
I-11-A
|
(2 | ) | $ |
8,205,852.63
|
May
25, 2037
|
||||
|
I-11-B
|
(2 | ) | $ |
8,205,852.63
|
May
25, 2037
|
||||
|
I-12-A
|
(2 | ) | $ |
6,658,220.31
|
May
25, 2037
|
||||
|
I-12-B
|
(2 | ) | $ |
6,658,220.31
|
May
25, 2037
|
||||
|
I-13-A
|
(2 | ) | $ |
5,136,929.42
|
May
25, 2037
|
||||
|
I-13-B
|
(2 | ) | $ |
5,136,929.42
|
May
25, 2037
|
||||
|
I-14-A
|
(2 | ) | $ |
4,639,014.67
|
May
25, 2037
|
||||
|
I-14-B
|
(2 | ) | $ |
4,639,014.67
|
May
25, 2037
|
||||
|
I-15-A
|
(2 | ) | $ |
4,470,043.08
|
May
25, 2037
|
||||
|
I-15-B
|
(2 | ) | $ |
4,470,043.08
|
May
25, 2037
|
||||
|
I-16-A
|
(2 | ) | $ |
4,315,549.48
|
May
25, 2037
|
||||
|
I-16-B
|
(2 | ) | $ |
4,315,549.48
|
May
25, 2037
|
||||
|
I-17-A
|
(2 | ) | $ |
4,248,893.92
|
May
25, 2037
|
||||
|
I-17-B
|
(2 | ) | $ |
4,248,893.92
|
May
25, 2037
|
||||
|
I-18-A
|
(2 | ) | $ |
4,312,237.81
|
May
25, 2037
|
||||
|
I-18-B
|
(2 | ) | $ |
4,312,237.81
|
May
25, 2037
|
||||
|
I-19-A
|
(2 | ) | $ |
4,581,124.00
|
May
25, 2037
|
||||
|
I-19-B
|
(2 | ) | $ |
4,581,124.00
|
May
25, 2037
|
||||
|
I-20-A
|
(2 | ) | $ |
5,143,959.08
|
May
25, 2037
|
||||
|
I-20-B
|
(2 | ) | $ |
5,143,959.08
|
May
25, 2037
|
||||
|
I-21-A
|
(2 | ) | $ |
5,014,269.68
|
May
25, 2037
|
||||
|
I-21-B
|
(2 | ) | $ |
5,014,269.68
|
May
25, 2037
|
||||
|
I-22-A
|
(2 | ) | $ |
838,605.17
|
May
25, 2037
|
||||
|
I-22-B
|
(2 | ) | $ |
838,605.17
|
May
25, 2037
|
||||
|
I-23-A
|
(2 | ) | $ |
2,315,530.51
|
May
25, 2037
|
||||
|
I-23-B
|
(2 | ) | $ |
2,315,530.51
|
May
25, 2037
|
||||
|
I-24-A
|
(2 | ) | $ |
2,225,570.18
|
May
25, 2037
|
||||
|
I-24-B
|
(2 | ) | $ |
2,225,570.18
|
May
25, 2037
|
||||
|
I-25-A
|
(2 | ) | $ |
2,139,171.08
|
May
25, 2037
|
||||
|
I-25-B
|
(2 | ) | $ |
2,139,171.08
|
May
25, 2037
|
||||
|
I-26-A
|
(2 | ) | $ |
2,056,380.65
|
May
25, 2037
|
||||
|
I-26-B
|
(2 | ) | $ |
2,056,380.65
|
May
25, 2037
|
||||
|
I-27-A
|
(2 | ) | $ |
1,976,964.46
|
May
25, 2037
|
||||
|
I-27-B
|
(2 | ) | $ |
1,976,964.46
|
May
25, 2037
|
||||
|
I-28-A
|
(2 | ) | $ |
1,900,748.56
|
May
25, 2037
|
||||
|
I-28-B
|
(2 | ) | $ |
1,900,748.56
|
May
25, 2037
|
||||
|
I-29-A
|
(2 | ) | $ |
1,827,596.15
|
May
25, 2037
|
||||
|
I-29-B
|
(2 | ) | $ |
1,827,596.15
|
May
25, 2037
|
||||
|
I-30-A
|
(2 | ) | $ |
1,757,372.47
|
May
25, 2037
|
||||
|
I-30-B
|
(2 | ) | $ |
1,757,372.47
|
May
25, 2037
|
||||
|
I-31-A
|
(2 | ) | $ |
1,689,953.79
|
May
25, 2037
|
||||
|
I-31-B
|
(2 | ) | $ |
1,689,953.79
|
May
25, 2037
|
||||
|
I-32-A
|
(2 | ) | $ |
1,625,267.21
|
May
25, 2037
|
||||
|
I-32-B
|
(2 | ) | $ |
1,625,267.21
|
May
25, 2037
|
||||
|
I-33-A
|
(2 | ) | $ |
1,563,177.31
|
May
25, 2037
|
||||
|
I-33-B
|
(2 | ) | $ |
1,563,177.31
|
May
25, 2037
|
||||
|
I-34-A
|
(2 | ) | $ |
1,503,567.90
|
May
25, 2037
|
||||
|
I-34-B
|
(2 | ) | $ |
1,503,567.90
|
May
25, 2037
|
||||
|
I-35-A
|
(2 | ) | $ |
1,446,333.10
|
May
25, 2037
|
||||
|
I-35-B
|
(2 | ) | $ |
1,446,333.10
|
May
25, 2037
|
||||
|
I-36-A
|
(2 | ) | $ |
1,391,372.55
|
May
25, 2037
|
||||
|
I-36-B
|
(2 | ) | $ |
1,391,372.55
|
May
25, 2037
|
||||
|
I-37-A
|
(2 | ) | $ |
1,338,594.10
|
May
25, 2037
|
||||
|
I-37-B
|
(2 | ) | $ |
1,338,594.10
|
May
25, 2037
|
||||
|
I-38-A
|
(2 | ) | $ |
1,287,925.59
|
May
25, 2037
|
||||
|
I-38-B
|
(2 | ) | $ |
1,287,925.59
|
May
25, 2037
|
||||
|
I-39-A
|
(2 | ) | $ |
1,239,274.88
|
May
25, 2037
|
||||
|
I-39-B
|
(2 | ) | $ |
1,239,274.88
|
May
25, 2037
|
||||
|
I-40-A
|
(2 | ) | $ |
1,192,570.47
|
May
25, 2037
|
||||
|
I-40-B
|
(2 | ) | $ |
1,192,570.47
|
May
25, 2037
|
||||
|
I-41-A
|
(2 | ) | $ |
1,147,898.30
|
May
25, 2037
|
||||
|
I-41-B
|
(2 | ) | $ |
1,147,898.30
|
May
25, 2037
|
||||
|
I-42-A
|
(2 | ) | $ |
1,105,881.25
|
May
25, 2037
|
||||
|
I-42-B
|
(2 | ) | $ |
1,105,881.25
|
May
25, 2037
|
||||
|
I-43-A
|
(2 | ) | $ |
1,066,292.43
|
May
25, 2037
|
||||
|
I-43-B
|
(2 | ) | $ |
1,066,292.43
|
May
25, 2037
|
||||
|
I-44-A
|
(2 | ) | $ |
1,026,559.24
|
May
25, 2037
|
||||
|
I-44-B
|
(2 | ) | $ |
1,026,559.24
|
May
25, 2037
|
||||
|
I-45-A
|
(2 | ) | $ |
988,130.92
|
May
25, 2037
|
||||
|
I-45-B
|
(2 | ) | $ |
988,130.92
|
May
25, 2037
|
||||
|
I-46-A
|
(2 | ) | $ |
26,878,176.65
|
May
25, 2037
|
||||
|
I-46-B
|
(2 | ) | $ |
26,878,176.65
|
May
25, 2037
|
||||
|
II
|
(2 | ) | $ |
193,581,466.49
|
May
25, 2037
|
||||
|
II-1-A
|
(2 | ) | $ |
6,460,421.69
|
May
25, 2037
|
||||
|
II-1-B
|
(2 | ) | $ |
6,460,421.69
|
May
25, 2037
|
||||
|
II-2-A
|
(2 | ) | $ |
6,240,718.07
|
May
25, 2037
|
||||
|
II-2-B
|
(2 | ) | $ |
6,240,718.07
|
May
25, 2037
|
||||
|
II-3-A
|
(2 | ) | $ |
6,045,865.84
|
May
25, 2037
|
||||
|
II-3-B
|
(2 | ) | $ |
6,045,865.84
|
May
25, 2037
|
||||
|
II-4-A
|
(2 | ) | $ |
5,854,667.06
|
May
25, 2037
|
||||
|
II-4-B
|
(2 | ) | $ |
5,854,667.06
|
May
25, 2037
|
||||
|
II-5-A
|
(2 | ) | $ |
5,788,094.25
|
May
25, 2037
|
||||
|
II-5-B
|
(2 | ) | $ |
5,788,094.25
|
May
25, 2037
|
||||
|
II-6-A
|
(2 | ) | $ |
6,109,255.45
|
May
25, 2037
|
||||
|
II-6-B
|
(2 | ) | $ |
6,109,255.45
|
May
25, 2037
|
||||
|
II-7-A
|
(2 | ) | $ |
7,312,422.77
|
May
25, 2037
|
||||
|
II-7-B
|
(2 | ) | $ |
7,312,422.77
|
May
25, 2037
|
||||
|
II-8-A
|
(2 | ) | $ |
8,579,334.07
|
May
25, 2037
|
||||
|
II-8-B
|
(2 | ) | $ |
8,579,334.07
|
May
25, 2037
|
||||
|
II-9-A
|
(2 | ) | $ |
8,327,999.77
|
May
25, 2037
|
||||
|
II-9-B
|
(2 | ) | $ |
8,327,999.77
|
May
25, 2037
|
||||
|
II-10-A
|
(2 | ) | $ |
7,586,596.38
|
May
25, 2037
|
||||
|
II-10-B
|
(2 | ) | $ |
7,586,596.38
|
May
25, 2037
|
||||
|
II-11-A
|
(2 | ) | $ |
6,713,948.62
|
May
25, 2037
|
||||
|
II-11-B
|
(2 | ) | $ |
6,713,948.62
|
May
25, 2037
|
||||
|
II-12-A
|
(2 | ) | $ |
5,447,690.94
|
May
25, 2037
|
||||
|
II-12-B
|
(2 | ) | $ |
5,447,690.94
|
May
25, 2037
|
||||
|
II-13-A
|
(2 | ) | $ |
4,202,985.58
|
May
25, 2037
|
||||
|
II-13-B
|
(2 | ) | $ |
4,202,985.58
|
May
25, 2037
|
||||
|
II-14-A
|
(2 | ) | $ |
3,795,596.58
|
May
25, 2037
|
||||
|
II-14-B
|
(2 | ) | $ |
3,795,596.58
|
May
25, 2037
|
||||
|
II-15-A
|
(2 | ) | $ |
3,657,345.67
|
May
25, 2037
|
||||
|
II-15-B
|
(2 | ) | $ |
3,657,345.67
|
May
25, 2037
|
||||
|
II-16-A
|
(2 | ) | $ |
3,530,940.52
|
May
25, 2037
|
||||
|
II-16-B
|
(2 | ) | $ |
3,530,940.52
|
May
25, 2037
|
||||
|
II-17-A
|
(2 | ) | $ |
3,476,403.58
|
May
25, 2037
|
||||
|
II-17-B
|
(2 | ) | $ |
3,476,403.58
|
May
25, 2037
|
||||
|
II-18-A
|
(2 | ) | $ |
3,528,230.94
|
May
25, 2037
|
||||
|
II-18-B
|
(2 | ) | $ |
3,528,230.94
|
May
25, 2037
|
||||
|
II-19-A
|
(2 | ) | $ |
3,748,231.00
|
May
25, 2037
|
||||
|
II-19-B
|
(2 | ) | $ |
3,748,231.00
|
May
25, 2037
|
||||
|
II-20-A
|
(2 | ) | $ |
4,208,737.17
|
May
25, 2037
|
||||
|
II-20-B
|
(2 | ) | $ |
4,208,737.17
|
May
25, 2037
|
||||
|
II-21-A
|
(2 | ) | $ |
4,102,626.57
|
May
25, 2037
|
||||
|
II-21-B
|
(2 | ) | $ |
4,102,626.57
|
May
25, 2037
|
||||
|
II-22-A
|
(2 | ) | $ |
686,138.58
|
May
25, 2037
|
||||
|
II-22-B
|
(2 | ) | $ |
686,138.58
|
May
25, 2037
|
||||
|
II-23-A
|
(2 | ) | $ |
1,894,544.49
|
May
25, 2037
|
||||
|
II-23-B
|
(2 | ) | $ |
1,894,544.49
|
May
25, 2037
|
||||
|
II-56-A
|
(2 | ) | $ |
1,820,939.82
|
May
25, 2037
|
||||
|
II-56-B
|
(2 | ) | $ |
1,820,939.82
|
May
25, 2037
|
||||
|
II-25-A
|
(2 | ) | $ |
1,750,248.92
|
May
25, 2037
|
||||
|
II-25-B
|
(2 | ) | $ |
1,750,248.92
|
May
25, 2037
|
||||
|
II-26-A
|
(2 | ) | $ |
1,682,510.60
|
May
25, 2037
|
||||
|
II-26-B
|
(2 | ) | $ |
1,682,510.60
|
May
25, 2037
|
||||
|
II-27-A
|
(2 | ) | $ |
1,617,533.04
|
May
25, 2037
|
||||
|
II-27-B
|
(2 | ) | $ |
1,617,533.04
|
May
25, 2037
|
||||
|
II-28-A
|
(2 | ) | $ |
1,555,173.94
|
May
25, 2037
|
||||
|
II-28-B
|
(2 | ) | $ |
1,555,173.94
|
May
25, 2037
|
||||
|
II-29-A
|
(2 | ) | $ |
1,495,321.35
|
May
25, 2037
|
||||
|
II-29-B
|
(2 | ) | $ |
1,495,321.35
|
May
25, 2037
|
||||
|
II-30-A
|
(2 | ) | $ |
1,437,865.03
|
May
25, 2037
|
||||
|
II-30-B
|
(2 | ) | $ |
1,437,865.03
|
May
25, 2037
|
||||
|
II-31-A
|
(2 | ) | $ |
1,382,703.71
|
May
25, 2037
|
||||
|
II-31-B
|
(2 | ) | $ |
1,382,703.71
|
May
25, 2037
|
||||
|
II-32-A
|
(2 | ) | $ |
1,329,777.79
|
May
25, 2037
|
||||
|
II-32-B
|
(2 | ) | $ |
1,329,777.79
|
May
25, 2037
|
||||
|
II-33-A
|
(2 | ) | $ |
1,278,976.44
|
May
25, 2037
|
||||
|
II-33-B
|
(2 | ) | $ |
1,278,976.44
|
May
25, 2037
|
||||
|
II-34-A
|
(2 | ) | $ |
1,230,204.60
|
May
25, 2037
|
||||
|
II-34-B
|
(2 | ) | $ |
1,230,204.60
|
May
25, 2037
|
||||
|
II-35-A
|
(2 | ) | $ |
1,183,375.65
|
May
25, 2037
|
||||
|
II-35-B
|
(2 | ) | $ |
1,183,375.65
|
May
25, 2037
|
||||
|
II-36-A
|
(2 | ) | $ |
1,138,407.45
|
May
25, 2037
|
||||
|
II-36-B
|
(2 | ) | $ |
1,138,407.45
|
May
25, 2037
|
||||
|
II-37-A
|
(2 | ) | $ |
1,095,224.65
|
May
25, 2037
|
||||
|
II-37-B
|
(2 | ) | $ |
1,095,224.65
|
May
25, 2037
|
||||
|
II-38-A
|
(2 | ) | $ |
1,053,768.16
|
May
25, 2037
|
||||
|
II-38-B
|
(2 | ) | $ |
1,053,768.16
|
May
25, 2037
|
||||
|
II-39-A
|
(2 | ) | $ |
1,013,962.62
|
May
25, 2037
|
||||
|
II-39-B
|
(2 | ) | $ |
1,013,962.62
|
May
25, 2037
|
||||
|
II-40-A
|
(2 | ) | $ |
975,749.53
|
May
25, 2037
|
||||
|
II-40-B
|
(2 | ) | $ |
975,749.53
|
May
25, 2037
|
||||
|
II-41-A
|
(2 | ) | $ |
939,199.20
|
May
25, 2037
|
||||
|
II-41-B
|
(2 | ) | $ |
939,199.20
|
May
25, 2037
|
||||
|
II-42-A
|
(2 | ) | $ |
904,821.25
|
May
25, 2037
|
||||
|
II-42-B
|
(2 | ) | $ |
904,821.25
|
May
25, 2037
|
||||
|
II-43-A
|
(2 | ) | $ |
872,430.07
|
May
25, 2037
|
||||
|
II-43-B
|
(2 | ) | $ |
872,430.07
|
May
25, 2037
|
||||
|
II-44-A
|
(2 | ) | $ |
839,920.76
|
May
25, 2037
|
||||
|
II-44-B
|
(2 | ) | $ |
839,920.76
|
May
25, 2037
|
||||
|
II-45-A
|
(2 | ) | $ |
808,479.08
|
May
25, 2037
|
||||
|
II-45-B
|
(2 | ) | $ |
808,479.08
|
May
25, 2037
|
||||
|
II-46-A
|
(2 | ) | $ |
21,991,462.10
|
May
25, 2037
|
||||
|
II-46-B
|
(2 | ) | $ |
21,991,462.10
|
May
25, 2037
|
||||
|
I-CE-2
|
(2 | ) | (3 | ) |
May
25, 2037
|
||||
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the definition of “REMIC I Remittance Rate”
herein.
|
|
(3)
|
REMIC
I Regular Interest I-CE-2
will not have an Uncertificated Balance, but will accrue interest
on its
Notional Amount described in accordance with the definition of “Notional
Amount” herein.
|
REMIC
II
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC I Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets will be designated as “REMIC
II.” The Class R-II Interest will evidence the sole class of
“residual interests” in REMIC II for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the REMIC II Remittance Rate, the initial Uncertificated Balance
and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii),
the “latest possible maturity date” for each of the REMIC II Regular Interests
(as defined herein). None of the REMIC II Regular Interests will be
certificated.
|
Designation
|
REMIC
II
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
||||||
|
LTAA
|
(2 | ) | $ |
573,814,104.57
|
May
25, 2037
|
||||
|
LTA1
|
(2 | ) | $ |
2,325,105.00
|
May
25, 2037
|
||||
|
LTA2A
|
(2 | ) | $ |
1,089,030.00
|
May
25, 2037
|
||||
|
LTA2B
|
(2 | ) | $ |
340,270.00
|
May
25, 2037
|
||||
|
LTA2C
|
(2 | ) | $ |
288,305.00
|
May
25, 2037
|
||||
|
LTA2D
|
(2 | ) | $ |
184,770.00
|
May
25, 2037
|
||||
|
LTM1
|
(2 | ) | $ |
269,345.00
|
May
25, 2037
|
||||
|
LTM2
|
(2 | ) | $ |
292,760.00
|
May
25, 2037
|
||||
|
LTM3
|
(2 | ) | $ |
87,830.00
|
May
25, 2037
|
||||
|
LTM4
|
(2 | ) | $ |
90,755.00
|
May
25, 2037
|
||||
|
LTM5
|
(2 | ) | $ |
84,900.00
|
May
25, 2037
|
||||
|
LTM6
|
(2 | ) | $ |
64,410.00
|
May
25, 2037
|
||||
|
LTM7
|
(2 | ) | $ |
84,900.00
|
May
25, 2037
|
||||
|
LTM8
|
(2 | ) | $ |
73,190.00
|
May
25, 2037
|
||||
|
LTM9
|
(2 | ) | $ |
114,180.00
|
May
25, 2037
|
||||
|
LTM10
|
(2 | ) | $ |
108,320.00
|
May
25, 2037
|
||||
|
LTM11
|
(2 | ) | $ |
46,845.00
|
May
25, 2037
|
||||
|
LTZZ
|
(2 | ) | $ |
6,165,576.93
|
May
25, 0000
|
||||
|
XXX
|
(2 | ) | $ |
100.00
|
May
25, 2037
|
||||
|
LTIO
|
(2 | ) | (4 | ) |
May
25, 2037
|
||||
|
LT1SUB
|
(2 | ) | $ |
17,905.30
|
May
25, 2037
|
||||
|
LT1GRP
|
(2 | ) | $ |
64,407.41
|
May
25, 2037
|
||||
|
LT2SUB
|
(2 | ) | $ |
14,650.02
|
May
25, 2037
|
||||
|
LT2GRP
|
(2 | ) | $ |
52,697.52
|
May
25, 2037
|
||||
|
LTXX
|
(2 | ) | $ |
585,374,936.25
|
May
25, 0000
|
||||
|
XXXX-0
|
(2 | ) | (3 | ) |
May
25, 2037
|
||||
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the definition of “REMIC II Remittance Rate”
herein.
|
|
(3)
|
REMIC
II Regular Interest LTCE-2 will not have an Uncertificated Balance,
but
will accrue interest in accordance with the definition of “Notional
Amount” herein.
|
|
(4)
|
REMIC
II Regular Interest LTIO will not have an Uncertificated Balance,
but will
accrue interest on its Uncertificated Notional
Amount.
|
REMIC
III
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the REMIC II Regular Interests as a REMIC for federal income
tax
purposes, and such segregated pool of assets will be designated as “REMIC
III.” The Class R-III Interest will evidence the sole class of
“residual interests” in REMIC III for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated
Classes of Certificates, the Class CE Interest, the Class IO Interest and the
Class P Interest, which are uncertificated.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
|
Class
A-1
|
Variable(2)
|
$ |
465,021,000.00
|
May
25, 2037
|
|||
|
Class
A-2A
|
Variable(2)
|
$ |
217,806,000.00
|
May
25, 2037
|
|||
|
Class
A-2B
|
Variable(2)
|
$ |
68,054,000.00
|
May
25, 2037
|
|||
|
Class
A-2C
|
Variable(2)
|
$ |
57,661,000.00
|
May
25, 2037
|
|||
|
Class
A-2D
|
Variable(2)
|
$ |
36,954,000.00
|
May
25, 2037
|
|||
|
Class
M-1
|
Variable(2)
|
$ |
53,869,000.00
|
May
25, 2037
|
|||
|
Class
M-2
|
Variable(2)
|
$ |
58,552,000.00
|
May
25, 2037
|
|||
|
Class
M-3
|
Variable(2)
|
$ |
17,566,000.00
|
May
25, 2037
|
|||
|
Class
M-4
|
Variable(2)
|
$ |
18,151,000.00
|
May
25, 2037
|
|||
|
Class
M-5
|
Variable(2)
|
$ |
16,980,000.00
|
May
25, 2037
|
|||
|
Class
M-6
|
Variable(2)
|
$ |
12,882,000.00
|
May
25, 2037
|
|||
|
Class
M-7
|
Variable(2)
|
$ |
16,980,000.00
|
May
25, 2037
|
|||
|
Class
M-8
|
Variable(2)
|
$ |
14,638,000.00
|
May
25, 2037
|
|||
|
Class
M-9
|
Variable(2)
|
$ |
22,836,000.00
|
May
25, 2037
|
|||
|
Class
M-10
|
Variable(2)
|
$ |
21,664,000.00
|
May
25, 2037
|
|||
|
Class
M-11
|
Variable(2)
|
$ |
9,369,000.00
|
May
25, 2037
|
|||
|
Class
CE-1 Interest
|
Variable(3)
|
$ |
62,066,193.00
|
May
25, 2037
|
|||
|
Class
CE-2 Interest
|
(4)
|
(5 | ) |
May
25, 2037
|
|||
|
Class
P Interest
|
N/A(6)
|
$ |
100.00
|
May
25, 2037
|
|||
|
Class
IO Interest
|
(7)
|
(7 | ) |
May
25, 2037
|
|||
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
Calculated
in accordance with the definition of “Pass-Through Rate”
herein.
|
|
(3)
|
The
Class CE-1 Interest will accrue interest at its variable Pass-Through
Rate
on the Notional Amount of the Class CE-1 Interest outstanding from
time to
time. The Class CE-1 Interest will not accrue interest on its
Certificate Principal Balance.
|
|
(4)
|
The
Class CE-2 Interest will not have a variable Pass-Through Rate, but
will
be entitled to 100% of the amounts distributed on REMIC II Regular
Interest LTCE-2.
|
|
(5)
|
For
federal income tax purposes, the Class CE-2 Interest will not have
an
Uncertificated Balance, but will have a Notional Amount equal to
the
Notional Amount of REMIC II Regular Interest
LTCE-2.
|
|
(6)
|
The
Class P Interest will not
accrue interest.
|
|
(7)
|
The
Class IO Interest will not have a Pass-Through Rate or a Certificate
Principal Balance, but will be entitled to 100% of the amounts distributed
on REMIC II Regular Interest LTIO.
|
REMIC
IV
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Class CE-1 Interest as a REMIC for federal income tax
purposes, and such pool of assets will be designated as “REMIC
IV.” The Class R-IV Interest will evidence the sole class of
“residual interests” in REMIC IV for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Class
of Certificates.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
|
Class
CE-1 Certificates
|
Variable(2)
|
$ |
62,066,193.00
|
May
25, 2037
|
|||
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class CE-1 Certificates will receive 100% of amounts received in
respect
of the Class CE-1 Interest.
|
REMIC
V
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Class CE-2 Interest as a REMIC for federal income tax
purposes, and such pool of assets will be designated as “REMIC
V.” The Class R-V Interest will evidence the sole class of “residual
interests” in REMIC V for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, the
Pass-Through Rate, the initial aggregate Certificate Principal Balance and,
for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for the indicated Class of
Certificates.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
|
Class
CE-2 Certificates
|
Variable(2)
|
(3)
|
May
25, 2037
|
||||
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class CE-2 Certificates will receive 100% of amounts received in
respect
of the Class CE-2 Interest.
|
|
(3)
|
The
Class CE-2 Certificates are an interest only class and for each
Distribution Date the Class CE-2 Certificates will be entitled to
receive
100% of the amounts distributed on the Class CE-2 Interest.
|
REMIC
VI
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Class P Interest as a REMIC for federal income tax purposes,
and such pool of assets will be designated as “REMIC VI.” The Class
R-VI Interest will evidence the sole class of “residual interests” in REMIC VI
for purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, the Pass-Through Rate, the initial
aggregate Certificate Principal Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
|
Class
P Certificates
|
Variable(2)
|
$ |
100.00
|
May
25, 2037
|
|||
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
The
Class P Certificates will
receive 100% of amounts received in respect of the Class P
Interest.
|
REMIC
VII
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Class IO Interest as a REMIC for federal income tax purposes,
and such segregated pool of assets will be designated as “REMIC
VII.” The Class R-VII Interest will evidence the sole class of
“residual interests” in REMIC VII for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated REMIC
VII Regular Interest, which will be uncertificated.
|
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||
|
SWAP
IO
|
Variable(2)
|
N/A
|
May
25, 2037
|
_______________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
|
|
(2)
|
REMIC
VII Regular Interest SWAP
IO will receive 100% of amounts received in respect of the Class
IO
Interest.
|
As
of the
Cut-off Date, the Group I Mortgage Loans had an aggregate Stated Principal
Balance equal to $644,074,123.80 and the Group II Mortgage Loans had an
aggregate Stated Principal Balance equal to $526,975,169.54.
In
consideration of the mutual agreements herein contained, the Depositor, the
Servicer, the Master Servicer, the Trust Administrator and the Trustee agree
as
follows:
ARTICLE
I
DEFINITIONS
|
SECTION
1.01
|
Defined
Terms.
|
Whenever
used in this Agreement, including, without limitation, in the Preliminary
Statement hereto, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article. Unless otherwise
specified, all calculations described herein shall be made on the basis of
a
360-day year consisting of twelve 30-day months.
“10-K
Filing Deadline”: The meaning set forth in Section
4.07(a)(iv).
“Acceptable
Bid Amount”: Either (i) a bid equal to or greater than the Minimum
Auction Amount or (ii) the highest bid submitted by a Qualified Bidder in an
auction if the Directing Holder agrees to pay the related Auction Supplement
Amount.
“Accepted
Master Servicing Practices”: With respect to any Mortgage Loan, as applicable,
either (x) those customary mortgage loan master servicing practices of prudent
mortgage servicing institutions that master service mortgage loans of the same
type and quality as such Mortgage Loan in the jurisdiction where the related
Mortgaged Property is located, to the extent applicable to the Master Servicer
(except in its capacity as successor to the Servicer), or (y) as provided in
Section 3A.01 hereof, but in no event below the standard set forth in
clause (x).
“Addendum
Regulation AB”: The addendum addressing the obligations of the Backup
Servicer (in its capacity as successor servicer) with respect to the Mortgage
Loans and Regulation AB, attached hereto at Exhibit N.
“Additional
Disclosure”: The meaning set forth in Section
4.07(a)(v).
“Additional
Form 10-D Disclosure”: The meaning set forth in Section
4.07(a)(i).
“Additional
Form 10-K Disclosure”: The meaning set forth in Section
4.07(a)(iv).
“Adjustable-Rate
Mortgage Loan”: Each of the Mortgage Loans identified on the Mortgage
Loan Schedule as having a Mortgage Rate that is subject to
adjustment.
“Adjustment
Date”: With respect to each Adjustable-Rate Mortgage Loan, the first day of the
month in which the Mortgage Rate of such Mortgage Loan changes pursuant to
the
related Mortgage Note. The first Adjustment Date following the
Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth in the
Mortgage Loan Schedule.
“Advance
Facility”: As defined in Section 3.26 hereof.
“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled
by or under common control with such specified Person. For the purposes of
this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract
or
otherwise and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.
“Agreement”:
This Pooling and Servicing Agreement and all amendments hereof and supplements
hereto.
“Allocated
Realized Loss Amount”: With respect to any Distribution Date and any Class of
Mezzanine Certificates, (x) the sum of (i) any Realized Losses allocated to
such
Class of Certificates on such Distribution Date and (ii) the amount of any
Allocated Realized Loss Amount for such Class of Certificates remaining unpaid
from the previous Distribution Date minus (y) the amount of the increase in
the
Certificate Principal Balance of such Class due to the receipt of Subsequent
Recoveries as provided in Section 4.01.
“Ameriquest
Servicing Fee Rate”: The Servicing Fee less an amount to be retained
by the Servicing Rights Owner as agreed to between the Servicing Rights Owner
and the Servicer.
“Assessment
of Compliance”: As defined in Section 3.21.
“Assignment”:
An assignment of Mortgage, notice of transfer or equivalent instrument, in
recordable form (excepting therefrom, if applicable, recording information
which
has not been returned by the applicable recording office), which is sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect the record of sale of the Mortgage.
“Attestation
Report”: As defined in Section 3.21.
“Available
Distribution Amount”: With respect to any Distribution Date, an amount equal to
the excess of (i) the sum of (a) the aggregate of the Monthly Payments due
during the Due Period relating to such Distribution Date and received by the
Servicer (or by a Sub-Servicer on its behalf) on or prior to the related
Determination Date, (b) Liquidation Proceeds, Insurance Proceeds, Principal
Prepayments, proceeds from repurchases of and substitutions for Mortgage Loans,
Subsequent Recoveries and other unscheduled payments of principal and interest
in respect of the Mortgage Loans or REO Properties received by the Servicer
during the related Prepayment Period (exclusive of any Prepayment Interest
Excess), (c) the aggregate of any amounts on deposit in the Distribution Account
representing Compensating Interest Payments paid by the Servicer or the Master
Servicer in respect of Prepayment Interest Shortfalls relating to Principal
Prepayments that occurred during the related Prepayment Period, (d) the
aggregate of any P&I Advances made by the Servicer or the Master Servicer
for such Distribution Date and (e) Prepayment Charges received and Servicer
Prepayment Charge Payment Amounts paid in respect of Mortgage Loans with respect
to which a Principal Prepayment occurred during the related Prepayment Period
and any amounts received from the Sponsor as contemplated in Section 2.03(b)
in
respect of any Principal Prepayment that occurred during or prior to the related
Prepayment Period over (ii) the sum of (a) amounts reimbursable or payable
to
the Servicer pursuant to Section 3.11(a) or to the Master Servicer pursuant
to
Sections 3A.03, 3A.09 and 3A.10, (b) amounts reimbursable or payable to the
Servicer, the Master Servicer, the Trustee, the Trust Administrator or the
Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in
respect of Extraordinary Trust Fund Expenses and amounts payable to the Swap
Provider (other than any Swap Termination Payment owed to the Swap Provider
resulting from a Swap Provider Trigger Event), (c) 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, (d) without duplication, any
amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted
hereunder to be retained by the Servicer or to be withdrawn by the Servicer
from
the Collection Account pursuant to Section 3.18 and retained by the Master
Servicer or to be withdrawn by the Master Servicer from the Distribution Account
pursuant to Section 3A.11. Notwithstanding any of the foregoing, with
respect to any items that are a part of the Available Distribution Amount as
defined above and that are required to be remitted by the Servicer to the Master
Servicer, the Available Distribution Amount shall not be deemed to include
any
portion of such items that are not actually remitted by the Servicer to the
Master Servicer.
“Back-Up
Certification”: The meaning set forth in Section
4.07(a)(iv).
“Backup
Servicer”: Countrywide Home Loans Servicing LP, or its successor in
interest.
“Backup
Servicer Fee”: With respect to any Distribution Date, an amount
equal to the greater of (x) the Backup Servicer Fee Rate accrued for one month
on the aggregate Stated Principal Balance of the Mortgage Loans as of the first
day of the related Due Period and (y) $5,000.
“Backup
Servicer Fee Rate”: 0.02% per annum.
“Backup
Servicing Agreement”: The Backup Servicing Agreement dated as of June 1, 2007,
by and among the Backup Servicer, the Master Servicer and the
Trustee.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy
Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its
nominee. Initially, the Book-Entry Certificates will be the Floating
Rate Certificates, the Class CE-1 Certificates and the Class P
Certificates.
“Book-Entry
Custodian”: The custodian appointed pursuant to Section 5.01.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of Minnesota, the State of New York,
the State of Texas, the State of Maryland, the State of California, or in the
city in which the Corporate Trust Office of the Trustee or the Corporate Trust
Office of the Trust Administrator is located, are authorized or obligated by
law
or executive order to be closed.
“Cap
Account”: The account or accounts created and maintained pursuant to Section
4.08. The Cap Account must be an Eligible Account.
“Cap
Administration Agreement”: The cap administration agreement, dated the Closing
Date, among the Cap Trustee, the Cap Administrator, the Trust Administrator
and
Citigroup Global Markets Realty Corp. as majority holder of the Class CE-1
Certificates, a form of which is attached hereto as Exhibit J.
“Cap
Administrator”: Xxxxx Fargo Bank, N.A.
“Cap
Trust”: A separate trust, the sole asset of which is the Interest Rate Cap
Agreement.
“Cap
Trustee”: Xxxxx Fargo Bank, N.A.
“Cash-out
Refinancing”: A Refinanced Mortgage Loan the proceeds of which were in excess of
the principal balance of any existing first mortgage on the related Mortgaged
Property and related closing costs, and were used to pay any such existing
first
mortgage, related closing costs and subordinate mortgages on the related
Mortgaged Property.
“Certificate”:
Any one of the Citigroup Mortgage Loan Trust 2007-AMC4, Asset-Backed
Pass-Through Certificates, Series 2007-AMC4, issued under this
Agreement.
“Certificate
Factor”: With respect to any Class of Certificates as of any Distribution Date,
a fraction, expressed as a decimal carried to six places, the numerator of
which
is the aggregate Certificate Principal Balance (or the Notional Amount, in
the
case of the Class CE-1 Certificates or Class CE-2 Certificates) of such Class
of
Certificates on such Distribution Date (after giving effect to any distributions
of principal and allocations of Realized Losses and Extraordinary Trust Fund
Expenses in reduction of the Certificate Principal Balance (or the Notional
Amount, in the case of the Class CE-1 Certificates or Class CE-2 Certificates)
of such Class of Certificates to be made on such Distribution Date), and the
denominator of which is the initial aggregate Certificate Principal Balance
(or
the Notional Amount, in the case of the Class CE-1 Certificates or Class CE-2
Certificates) of such Class of Certificates as of the Closing Date.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or a Non-United
States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor, the Servicer
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, the Servicer 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
Margin”: With respect to the Floating Rate Certificates and for purposes of the
Marker Rate and the Maximum LTZZ Uncertificated Interest Deferral Amount, the
specified REMIC II Regular Interest as follows:
|
Class
|
REMIC
II Regular Interest
|
Certificate
Margin
|
|
|
(%)
(1)
|
(%)
(2)
|
||
|
A-1
|
LTA1
|
0.175%
|
0.350%
|
|
A-2A
|
LTA2A
|
0.060%
|
0.120%
|
|
X-0X
|
XXX0X
|
0.140%
|
0.280%
|
|
A-2C
|
LTA2C
|
0.170%
|
0.340%
|
|
A-2D
|
LTA2D
|
0.270%
|
0.540%
|
|
M-1
|
LTM1
|
0.270%
|
0.405%
|
|
M-2
|
LTM1
|
0.300%
|
0.450%
|
|
M-3
|
LTM3
|
0.310%
|
0.465%
|
|
M-4
|
LTM4
|
0.380%
|
0.570%
|
|
M-5
|
LTM5
|
0.430%
|
0.645%
|
|
M-6
|
LTM6
|
0.680%
|
1.020%
|
|
M-7
|
LTM7
|
1.100%
|
1.650%
|
|
M-8
|
LTM8
|
1.650%
|
2.475%
|
|
M-9
|
LTM9
|
2.500%
|
3.750%
|
|
M-10
|
LTM10
|
2.500%
|
3.750%
|
|
M-11
|
LTM11
|
2.500%
|
3.750%
|
__________
(1) For
each Interest Accrual Period for each Distribution Date on or prior to the
Optional Termination Date.
(2) For
each other Interest Accrual Period.
“Certificate
Owner”: With respect to a Book-Entry Certificate, the Person who is the
beneficial owner of such Certificate as reflected on the books of the Depository
or on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as
agent.
“Certificate
Principal Balance”: With respect to each Floating Rate Certificate or Class P
Certificate as of any date of determination, the Certificate Principal Balance
of such Certificate on the Distribution Date immediately prior to such date
of
determination plus any Subsequent Recoveries added to the Certificate Principal
Balance of such Certificate pursuant to Section 4.01, minus all distributions
allocable to principal made thereon and, in the case of the Mezzanine
Certificates, Realized Losses allocated thereto on such immediately prior
Distribution Date (or, in the case of any date of determination up to and
including the first Distribution Date, the initial Certificate Principal Balance
of such Certificate, as stated on the face thereof). With respect to
the Class CE-1 Certificates as of any date of determination, an amount equal
to
the Percentage Interest evidenced by such Certificate times the excess, if
any,
of (A) the then aggregate Uncertificated Balance of the REMIC II Regular
Interests over (B) the then aggregate Certificate Principal Balance of the
Floating Rate Certificates and the Class P Certificates then
outstanding.
“Certificate
Register” and “Certificate Registrar”: The register maintained pursuant to
Section 5.02. Xxxxx Fargo Bank, N.A. will act as Certificate
Registrar, for so long as it is Trust Administrator under this
Agreement.
“Certification
Parties”: The meaning set forth in Section 4.07(a)(iv).
“Certifying
Person”: The meaning set forth in Section 4.07(a)(iv).
“Citibank”:
Citibank, N.A.
“Class”:
Collectively, all of the Certificates bearing the same class
designation.
“Class
A-1 Certificates”: Any one of the Class A-1 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-1 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
A-2A Certificates”: Any one of the Class A-2A Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-2 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
A-2B Certificates”: Any one of the Class A-2B Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-3 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
A-2C Certificates”: Any one of the Class A-2C Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-4 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
A-2D Certificates”: Any one of the Class A-2D Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-5 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
A
Certificates”: Collectively, the Class A-1 Certificates, the Class A-2A
Certificates, the Class A-2B Certificates, the Class A-2C Certificates and
the
Class A-2D Certificates.
“Class
CE-1 Certificate”: Any one of the Class CE-1 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-17 and evidencing (1) a Regular Interest in
REMIC IV and (2) beneficial ownership of the Supplemental Interest
Trust.
“Class
CE-1 Interest”: An uncertificated interest in the Trust Fund held by
the Trustee on behalf of the Holders of the Class CE-1 Certificates, evidencing
a Regular Interest in REMIC III for purposes of the REMIC
Provisions.
“Class
CE-2 Certificate”: Any one of the Class CE-2 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-17 and evidencing a Regular Interest in REMIC
V
for purposes of the REMIC Provisions.
“Class
CE-2 Interest”: An uncertificated interest in the Trust Fund held by
the Trustee on behalf of the Holders of the Class CE-2 Certificates, evidencing
a Regular Interest in REMIC III for purposes of the REMIC
Provisions.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-6 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-1 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date) and (ii) the Certificate Principal Balance of the Class
M-1 Certificates immediately prior to such Distribution Date over (y) the lesser
of (A) the product of (i) 53.60% and (ii) the aggregate Stated Principal Balance
of the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-7 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-2 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date) and (iii) the Certificate Principal Balance of the Class
M-2
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 63.60% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-3 Certificate”: Any one of the Class M-3 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-8 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-3 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date) and (iv) the Certificate Principal Balance of the Class
M-3
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 66.60% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-9 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-4 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date) and (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 69.70% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-5 Certificate”: Any one of the Class M-5 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-10 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-5 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date) and (vi) the Certificate Principal Balance of the Class
M-5
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 72.60% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-6 Certificate”: Any one of the Class M-6 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-11 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-6 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distributions of the Senior Principal Distribution Amount
on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date) and (vii) the Certificate Principal Balance of the Class
M-6
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 74.80% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-7 Certificate”: Any one of the Class M-7 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-12 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-7 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date) and (viii) the Certificate Principal Balance of the Class
M-7
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 77.70% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-8 Certificate”: Any one of the Class M-8 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-13 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-8 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on
such
Distribution Date) and (viii) the Certificate Principal Balance of the Class
M-8
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 80.20% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-9 Certificate”: Any one of the Class M-9 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-14 and evidencing (1) a Regular Interest in REMIC III for
purposes of the REMIC Provisions, (2) the right to receive the related Net
WAC
Rate Carryover Amount and (3) the obligation to pay any Class IO Distribution
Amount.
“Class
M-9 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on
such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on
such
Distribution Date) and (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 84.10% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-10 Certificate”: Any one of the Class M-10 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-15 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
M-10 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on
such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on
such
Distribution Date), (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-9 Principal Distribution Amount on
such
Distribution Date) and (xi) the Certificate Principal Balance of the Class
M-10
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 87.80% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-11 Certificate”: Any one of the Class M-11 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-16 and evidencing (1) a Regular Interest in
REMIC III for purposes of the REMIC Provisions, (2) the right to receive the
related Net WAC Rate Carryover Amount and (3) the obligation to pay any Class
IO
Distribution Amount.
“Class
M-11 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on
such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on
such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on
such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on
such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on
such
Distribution Date), (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-9 Principal Distribution Amount on
such
Distribution Date), (xi) the Certificate Principal Balance of the Class M-10
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-10 Principal Distribution Amount on
such
Distribution Date) and (xii) the Certificate Principal Balance of the Class
M-11
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 89.40% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.50% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
P
Certificate”: Any one of the Class P Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-18 and evidencing a Regular Interest in REMIC VI for purposes
of
the REMIC Provisions.
“Class
P
Interest”: An uncertificated interest in the Trust Fund held by the
Trustee on behalf of the Holders of the Class P Certificates, evidencing a
Regular Interest in REMIC III for purposes of the REMIC Provisions.
“Class
R
Certificate”: Any one of the Class R Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-19 and evidencing the ownership of the Class R-I Interest, the
Class R-II Interest and the Class R-III Interest.
“Class
R-I Interest”: The uncertificated Residual Interest in REMIC I.
“Class
R-II Interest”: The uncertificated Residual Interest in REMIC II.
“Class
R-III Interest”: The uncertificated Residual Interest in REMIC III.
“Class
R-IV Interest”: The uncertificated Residual Interest in REMIC IV.
“Class
R-V Interest”: The uncertificated Residual Interest in REMIC V.
“Class
R-VI Interest”: The uncertificated Residual Interest in REMIC VI.
“Class
R-VII Interest”: The uncertificated Residual Interest in REMIC VII.
“Class
R-X Certificate”: Any one of the Class R-X Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-20 and evidencing the ownership of the Class R-IV Interest,
the Class R-V Interest, the Class R-VI Interest and the Class R-VII
Interest.
“Closing
Date”: June 29, 2007.
“Code”: The
Internal Revenue Code of 1986, as amended, and the regulations
thereto.
“Collection
Account”: The account or accounts created and maintained, or caused
to be created and maintained, by the Servicer pursuant to Section 3.10(a),
which
shall be titled (i) “Ameriquest Mortgage Company, as the Servicer for U.S. Bank
National Association, as Trustee, in trust for the registered holders of
Citigroup Mortgage Loan Trust 2007-AMC4, Asset-Backed Pass-Through Certificates,
Series 2007-AMC4, Mortgage Pass-Through Certificates.” The
Collection Account must be an Eligible Account.
“Commission”:
The Securities and Exchange Commission.
“Compensating
Interest Payment”: With respect to any Distribution Date and the
Mortgage Loans for which a Principal Prepayment in full or in part was received
during the related Prepayment Period, an amount equal to the lesser of (A)
the
aggregate of the Prepayment Interest Shortfalls for the related Distribution
Date and (B) the aggregate Servicing Fee actually paid to the Servicer for
such
month in which Prepayment Interest Shortfalls were incurred.
“Corresponding
Certificate”: With respect to each REMIC II Regular Interest, the Class of
Regular Certificates listed below:
|
REMIC
II Regular Interest
|
Class
|
|
LTA1
|
Class
A-1
|
|
LTA2A
|
Class
A-2A
|
|
LTA2B
|
Class
A-2B
|
|
LTA2C
|
Class
A-2C
|
|
LTA2D
|
Class
A-2D
|
|
LTM1
|
Class
M-1
|
|
LTM2
|
Class
M-2
|
|
LTM3
|
Class
M-3
|
|
LTM4
|
Class
M-4
|
|
LTM5
|
Class
M-5
|
|
LTM6
|
Class
M-6
|
|
LTM7
|
Class
M-7
|
|
LTM8
|
Class
M-8
|
|
LTM9
|
Class
M-9
|
|
LTM10
|
Class
M-10
|
|
LTM11
|
Class
M-11
|
|
LTP
|
Class
P
|
|
LTCE-2
|
Class
CE-2
|
“Corporate
Trust Office”: The principal corporate trust office of the Trustee or
the Trust Administrator at which at any particular time its corporate trust
business in connection with this Agreement shall be administered, which office,
with respect to the Trust Administrator, (A) for Certificate transfer
and surrender purposes, Well Fargo Bank, N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services—CMLTI
2007-AMC4 and (B) for all other purposes, Xxxxx Fargo Bank, N.A. 0000 Xxx
Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 Attention: Client Manager—CMLTI
2007-AMC4, or such other address as the Trust Administrator may designate from
time to time by notice to the Certificateholders, the Depositor, the Servicer
and the Trustee and, with respect to the Trustee, at the date of the execution
of this instrument is located at Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000, Attention: Structured Finance/CMLTI 2007-AMC4, or such other address
as
the Trustee may designate from time to time by notice to the Certificateholders,
the Depositor, the Servicer and the Trust Administrator.
“Credit
Risk Manager”: Xxxxxxx Fixed Income Services Inc., a Colorado
corporation, and its successors and assigns.
“Credit
Risk Management Agreement”: Each respective agreement between the
Credit Risk Manager and the Servicer and/or the Credit Risk Manager and the
Master Servicer regarding the loss mitigation and advisory services to be
provided by the Credit Risk Manager.
“Credit
Risk Manager Fee”: With respect to any Distribution Date, an amount
equal to the Credit Risk Manager Fee Rate accrued for one month on the aggregate
Stated Principal Balance of the Mortgage Loans as of the first day of the
related Due Period.
“Credit
Risk Manager Fee Rate”: 0.0135% per annum.
“Custodian”: A
document custodian appointed by the Trustee to perform (or in the case of the
related initial Custodian otherwise engaged to perform) custodial duties with
respect to the Mortgage Files. The initial Custodian is Citibank,
N.A. The Custodian may be the Trustee, any Affiliate of the Trustee
or an independent entity.
“Custodial
Agreement”: An agreement pursuant to which the Custodian performs
custodial duties with respect to the Mortgage Files. With respect to
the related initial Custodian, the applicable agreement pursuant to which the
related initial Custodian performs its custodial duties with respect to the
Mortgage Files.
“Cut-off
Date”: With respect to each Original Mortgage Loan, June 1, 2007. With respect
to all Qualified Substitute Mortgage Loans, their respective dates of
substitution. References herein to the “Cut-off Date,” when used with respect to
more than one Mortgage Loan, shall be to the respective Cut-off Dates for such
Mortgage Loans.
“Debt
Service Reduction”: With respect to any Mortgage Loan, a reduction in the
scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
“Deficient
Valuation”: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less than
the then outstanding Stated Principal Balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy
Code.
“Definitive
Certificates”: As defined in Section 5.01(b).
“Deleted
Mortgage Loan”: A Mortgage Loan replaced or to be replaced by a Qualified
Substitute Mortgage Loan.
“Delinquency
Percentage”: As of the last day of the related Due Period, the percentage
equivalent of a fraction, the numerator of which is the aggregate Stated
Principal Balance of the Mortgage Loans that, as of the last day of the previous
calendar month, are 60 or more days delinquent, are in foreclosure, have been
converted to REO Properties or in bankruptcy (and delinquent 60 days or more),
and the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans and REO Properties as of the last day of the previous calendar
month.
“Depositor”:
Citigroup Mortgage Loan Trust Inc., a Delaware corporation, or its successor
in
interest.
“Depository”:
The Depository Trust Company, or any successor Depository hereafter named.
The
nominee of the initial Depository, for purposes of registering those
Certificates that are to be Book-Entry Certificates, is CEDE & Co. The
Depository shall at all times be a “clearing corporation” as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Exchange
Act.
“Depository
Institution”: Any depository institution or trust company, including the Trustee
and the Trust Administrator, that (a) is incorporated under the laws of the
United States of America or any State thereof, (b) is subject to supervision
and
examination by federal or state banking authorities and (c) has, or is a
subsidiary of a holding company that has, an outstanding unsecured commercial
paper or other short-term unsecured debt obligations that are rated in the
highest rating category (P-1 by Xxxxx’x and A-1 by S&P) by the Rating
Agencies (or a comparable rating if S&P and Xxxxx’x are not the Rating
Agencies).
“Depository
Participant”: A broker, dealer, bank or other financial institution or other
Person for whom from time to time a Depository effects book-entry transfers
and
pledges of securities deposited with the Depository.
“Determination
Date”: With respect to each Distribution Date, the Business Day immediately
preceding the Servicer Remittance Date.
“Directing
Holder”: The Holder of the largest Percentage Interest of the Class
CE-1 Certificates.
“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of
services to the tenants thereof, the management or operation of such REO
Property, the holding of such REO Property primarily for sale to customers,
the
performance of any construction work thereon or any use of such REO Property
in
a trade or business conducted by REMIC I, other than through an Independent
Contractor; provided, however, that the Trustee (or the Servicer 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 Servicer 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 or Trust
Administrator based upon an Opinion of Counsel that the holding of an Ownership
Interest in a Residual Certificate by such Person may cause any REMIC or any
Person having an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under the Code
that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Residual Certificate to such Person. The terms “United States,”
“State” and “international organization” shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
“Distribution
Account”: The trust account or accounts created and maintained by the Trust
Administrator pursuant to Section 3A.11 which shall be entitled “Xxxxx Fargo
Bank, N.A., as Trust Administrator for U.S. Bank National Association as
Trustee, in trust for the registered holders of Citigroup Mortgage Loan Trust
2007-AMC4, Asset-Backed Pass-Through Certificates, Series 2007-AMC4.” The
Distribution Account must be an Eligible Account.
“Distribution
Date”: The 25th
day of any month, or if such 25th day is
not a
Business Day, the Business Day immediately following such 25th day, commencing
in
July 2007.
“DOL”:
The United States Department of Labor or any successor in interest.
“DOL
Regulations”: The regulations promulgated by the DOL at 29
C.F.R.ss.2510.3-101.
“Due
Date”: With respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is the day of the month
on
which the Monthly Payment is due on a Mortgage Loan, exclusive of any days
of
grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the calendar month preceding the calendar month in which such
Distribution Date occurs and ending on the related Due Date.
“Eligible
Account”: Any of (i) an account or accounts maintained with a Depository
Institution; provided, that following a downgrade, withdrawal, or suspension
of
any such Depository Institution’s rating below A-2 by S&P, such account
shall promptly (and in any case within not more than 30 calendar days) be moved
to one or more segregated trust accounts in the trust department of such
institution, or to an account at another institution that complies with the
above requirements, (ii) a trust account or accounts maintained with the
corporate trust department of a federal or state chartered depository
institution or trust company acting in its fiduciary capacity or (iii) an
account otherwise acceptable to each Rating Agency without reduction or
withdrawal of their then current ratings of the Certificates as evidenced by
a
letter from each Rating Agency to the Trustee and Trust
Administrator. Eligible Accounts may bear
interest. Notwithstanding Section 11.01, this Agreement may be
amended to reduce the rating requirements in clause (i) above, without the
consent of any of the Certificateholders, provided that the Person requesting
such amendment obtains a letter from each Rating Agency stating that such
amendment would not result in the downgrading or withdrawal of the respective
ratings then assigned to the Certificates.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Estate
in Real Property”: A fee simple estate in a parcel of land.
“Estimated
Swap Termination Payment”: As defined in the Interest Rate Swap
Agreement.
“Excess
Overcollateralized Amount”: With respect to the Floating Rate
Certificates and any Distribution Date, the excess, if any, of (i) the
Overcollateralized Amount for such Distribution Date (calculated for this
purpose only after assuming that 100% of the Principal Remittance Amount on
such
Distribution Date has been distributed) over (ii) the Overcollateralization
Target Amount for such Distribution Date.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended.
“Expense
Adjusted Maximum Mortgage Rate”: With respect to any Mortgage Loan
(or the related REO Property) as of any date of determination, a per annum
rate
of interest equal to the then applicable Maximum Mortgage Rate (or Mortgage
Rate, in the case of any fixed-rate Mortgage Loan) for such Mortgage Loan minus
the sum of the (i) the Servicing Fee Rate, (ii) the Backup Servicer Fee Rate
and
(iii) the Credit Risk Manager Fee Rate.
“Expense
Adjusted Mortgage Rate”: With respect to any Mortgage Loan (or the
related REO Property) as of any date of determination, a per annum rate of
interest equal to the then applicable Mortgage Rate for such Mortgage Loan
minus
the sum of the (i) the Servicing Fee Rate, (ii) the Backup Servicer Fee Rate
and
(iii) the Credit Risk Manager Fee Rate.
“Extraordinary
Trust Fund Expenses”: Any amounts reimbursable to the Servicer or the Depositor
pursuant to Section 6.03, any amounts reimbursable to the Master Servicer
pursuant to Section 3A.03 or Section 6.03, to the Trustee pursuant to Section
3.06 or Section 7.02, any amounts payable from the Distribution Account in
respect of taxes pursuant to Section 10.01(g)(iii), any amounts reimbursable
to
the Trustee, the Trust Administrator or the Custodian from the Trust Fund
pursuant to Section 2.01, Section 8.05 or 10.01(c) and any other costs,
expenses, liabilities and losses borne by the Trust Fund for which the Trust
Fund has not and, in the reasonable good faith judgment of the Trust
Administrator, shall not, obtain reimbursement or indemnification from any
other
Person.
“Xxxxxx
Xxx”: Xxxxxx Xxx, formerly known as the Federal National Mortgage Association,
or any successor thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the Sponsor,
the Depositor or the Servicer pursuant to or as contemplated by Section 2.03
or
Section 9.01), a determination made by the Servicer that all Liquidation
Proceeds have been recovered. The Servicer shall maintain records of each Final
Recovery Determination made thereby.
“Fixed
Swap Payment”: With respect to any Distribution Date, a fixed amount equal to
the related amount set forth in the Interest Rate Swap Agreement.
“Floating
Rate Certificates”: The Class A Certificates and the Mezzanine
Certificates.
“Floating
Swap Payment”: With respect to any Distribution Date, a floating amount equal to
the product of (i) Swap LIBOR, (ii) the related Swap Notional Amount (as defined
in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the
numerator of which is the actual number of days elapsed from and including
the
previous Floating Rate Payer Payment Date (as defined in the Interest Rate
Swap
Agreement) to but excluding the current Floating Rate Payer Payment (or, for
the
first Floating Rate Payer Payment Date, the actual number of days elapsed from
the Closing Date to but excluding the first Floating Rate Payer Payment Date),
and the denominator of which is 360.
“Form
8-K
Disclosure Information”: The meaning set forth in Section
4.07(a)(iii).
“Formula
Rate”: With respect to any Distribution Date and each Class of Floating Rate
Certificates, the lesser of (i) One-Month LIBOR plus the related Certificate
Margin and (ii) the related Maximum Cap Rate.
“Xxxxxxx
Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“Gross
Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index
on
each Adjustment Date in accordance with the terms of the related Mortgage Note
used to determine the Mortgage Rate for such Adjustable-Rate Mortgage
Loan.
“Group
I
Allocation Percentage”: With respect to the Group I Certificates and any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Group I Principal Remittance Amount for such Distribution
Date
and the denominator of which is (y) the Principal Remittance Amount for such
Distribution Date.
“Group
I
Certificates”: The Class A-1 Certificates.
“Group
I
Interest Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount for the related Distribution Date that represents
interest received or advanced on the Group I Mortgage Loans and Compensating
Interest Payments on the Group I Mortgage Loans (net of Servicing Fees, Backup
Servicer Fees and Credit Risk Manager Fees).
“Group
I
Mortgage Loan”: A Mortgage Loan assigned to Loan Group
I. All Group I Mortgage Loans have a principal balance at origination
that conforms to Xxxxxx Xxx and Xxxxxxx Mac loan limits.
“Group
I
Principal Distribution Amount”: With respect to any Distribution Date, that
portion of the Available Distribution Amount equal to the sum of (i) the
principal portion of each Monthly Payment due on the Group I Mortgage Loans
during the related Due Period, whether or not received on or prior to the
related Determination Date; (ii) the Stated Principal Balance of any Group
I
Mortgage Loan that was purchased during the related Prepayment Period pursuant
to or as contemplated by Section 2.03 or Section 9.01 and the amount of any
shortfall deposited in the Collection Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the
related Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
Amortization) received on the Group I Mortgage Loans during the related
Prepayment Period, net of any portion thereof that represents a recovery of
principal for which an Advance was made by the Servicer pursuant to Section
4.03
in respect of a preceding Distribution Date and (iv) the Group I Allocation
Percentage of any Overcollateralization Increase Amount for such Distribution
Date minus (v) the Group I Allocation Percentage of any Overcollateralization
Reduction Amount for such Distribution Date. In no event will the
Principal Distribution Amount with respect to any Distribution Date be (x)
less
than zero or (y) greater than the then outstanding aggregate Certificate
Principal Balance of the Floating Rate Certificates.
“Group
I
Principal Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount equal to the sum of the amounts set forth in
(i)
through (iii) of the definition of Group I Principal Distribution
Amount.
“Group
I
Senior Principal Distribution Amount”: With respect to any
Distribution Date, the excess of (x) the aggregate Certificate Principal Balance
of the Group I Certificates immediately prior to such Distribution Date over
(y)
the lesser of (A) the product of (i) 44.40% and (ii) the aggregate Stated
Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess, if any, of the aggregate Stated Principal Balance
of
the Group I Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) over 0.50% of the
aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
Cut-off Date.
“Group
II
Allocation Percentage”: With respect to the Group II Certificates and any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Group II Principal Remittance Amount for such Distribution
Date
and the denominator of which is (y) the Principal Remittance Amount for such
Distribution Date.
“Group
II
Certificates”: The Class A-2A Certificates, the Class A-2B Certificates, the
Class A-2C Certificates and the Class A-2D Certificates.
“Group
II
Interest Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount for the related Distribution Date that represents
interest received or advanced on the Group II Mortgage Loans and Compensating
Interest Payments on the Group II Mortgage Loans (net of Servicing Fees, Backup
Servicer Fees and Credit Risk Manager Fees).
“Group
II
Mortgage Loan”: A Mortgage Loan assigned to Loan Group
II. The Group II Mortgage Loans have a principal balance at
origination that may or may not conform to Xxxxxx Mae and Xxxxxxx Mac loan
limits.
“Group
II
Principal Distribution Amount”: With respect to any Distribution Date, that
portion of the Available Distribution Amount equal to the sum of (i) the
principal portion of each Monthly Payment due on the Group II Mortgage Loans
during the related Due Period, whether or not received on or prior to the
related Determination Date; (ii) the Stated Principal Balance of any Group
II
Mortgage Loan that was purchased during the related Prepayment Period pursuant
to or as contemplated by Section 2.03 or Section 9.01 and the amount of any
shortfall deposited in the Collection Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the
related Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
Amortization) received on the Group II Mortgage Loans during the related
Prepayment Period, net of any portion thereof that represents a recovery of
principal for which an Advance was made by the Servicer pursuant to Section
4.03
in respect of a preceding Distribution Date and (iv) the Group II Allocation
Percentage of any Overcollateralization Increase Amount for such Distribution
Date minus (v) the Group II Allocation Percentage of any Overcollateralization
Reduction Amount for such Distribution Date. In no event will the
Principal Distribution Amount with respect to any Distribution Date be (x)
less
than zero or (y) greater than the then outstanding aggregate Certificate
Principal Balance of the Floating Rate Certificates.
“Group
II
Principal Remittance Amount”: For any Distribution Date, that portion of the
Available Distribution Amount equal to the sum of the amounts set forth in
(i)
through (iii) of the definition of Group II Principal Distribution
Amount.
“Group
II
Senior Principal Distribution Amount”: With respect to any
Distribution Date, the excess of (x) the aggregate Certificate Principal Balance
of the Group II Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (i) 44.40% and (ii) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal
due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the excess, if any, of the aggregate Stated Principal Balance
of
the Group II Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) over 0.50% of the
aggregate Stated Principal Balance of the Group II Mortgage Loans as of the
Cut-off Date.
“Highest
Priority”: As of any date of determination, the Class of Mezzanine
Certificates then outstanding with a Certificate Principal Balance greater
than
zero, with the highest priority for payments pursuant to Section 4.01, in the
following order: Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class CE-1
Certificates, the Class P Certificates and/or the Residual Certificates (or
any
portion thereof).
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Servicer, the Backup Servicer, the Master
Servicer, the Trustee and the Trust Administrator and their respective
Affiliates, (b) does not have any direct financial interest in or any material
indirect financial interest in the Depositor, the Servicer, the Backup Servicer,
the Master Servicer, the Trustee, the Trust Administrator or any Affiliate
thereof, and (c) is not connected with the Depositor, the Servicer, the Master
Servicer, the Trustee, the Trust Administrator or any Affiliate thereof as
an
officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions; provided, however, that a Person shall not fail
to
be Independent of the Depositor, the Servicer, the Backup Servicer, the Master
Servicer, the Trustee, the Trust Administrator or any Affiliate thereof merely
because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor or the Servicer or any Affiliate thereof,
as
the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer or 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 Servicer or 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 each Adjustable-Rate Mortgage Loan and each related Adjustment Date,
the index specified in the related Mortgage Note.
“Insurance
Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy
covering a Mortgage Loan, to the extent such proceeds are not to be applied
to
the restoration of the related Mortgaged Property or released to the Mortgagor
in accordance with the procedures that the Servicer would follow in servicing
mortgage loans held for its own account, subject to the terms and conditions
of
the related Mortgage Note and Mortgage.
“Interest
Accrual Period”: With respect to any Distribution Date and the Floating Rate
Certificates, the period commencing on the Distribution Date of the month
immediately preceding the month in which such Distribution Date occurs (or,
in
the case of the first Distribution Date, commencing on the Closing Date) and
ending on the day immediately preceding such Distribution Date. With
respect to any Distribution Date and the Class CE-1 Certificates, the Class
CE-2
Certificates and the REMIC Regular Interests, the one-month period ending on
the
last day of the calendar month preceding the month in which such Distribution
Date occurs.
“Interest
Carry Forward Amount”: With respect to any Distribution Date and the Floating
Rate Certificates, the sum of (i) the amount, if any, by which (a) the Interest
Distribution Amount for such Class of Certificates as of the immediately
preceding Distribution Date exceeded (b) the actual amount distributed on such
Class of Certificates in respect of interest on such immediately preceding
Distribution Date, (ii) the amount of any Interest Carry Forward Amount for
such
Class of Certificates remaining unpaid from the previous Distribution Date
and
(iii) accrued interest on the sum of (i) and (ii) above calculated at the
related Pass-Through Rate for the most recently ended Interest Accrual
Period.
“Interest
Determination Date”: With respect to the Floating Rate Certificates and for
purposes of the definition of Marker Rate and Maximum LTZZ Uncertificated
Interest Deferral Amount, REMIC II Regular Interest LTA1, REMIC II Regular
Interest LTA2A, REMIC II Regular Interest LTA2B, REMIC II Regular Interest
LTA2C, REMIC II Regular Interest LTA2D, REMIC II Regular Interest LTM1, REMIC
II
Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest
LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC
II
Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest
LTM9, REMIC II Regular Interest LTM10 and REMIC II Regular Interest LTM11,
and
any Interest Accrual Period therefor, the second London Business Day preceding
the commencement of such Interest Accrual Period.
“Interest
Distribution Amount”: With respect to any Floating Rate Certificate and the
Class CE-1 Certificates and the Class CE-2 Certificates and each Distribution
Date, interest accrued during the related Interest Accrual Period at the
Pass-Through Rate for such Certificate for such Distribution Date on the
Certificate Principal Balance (in the case of the Floating Rate Certificates)
or
on the Notional Amount (in the case of the Class CE-1 Certificates and the
Class
CE-2 Certificates) of such Certificate immediately prior to such Distribution
Date. The Class P Certificates are not entitled to distributions in
respect of interest and, accordingly, shall not accrue interest. All
distributions of interest on the Floating Rate Certificates shall be calculated
on the basis of a 360-day year and the actual number of days in the applicable
Interest Accrual Period. All distributions of interest on the Class
CE-1 Certificates and the Class CE-2 Certificates shall be based on a 360-day
year consisting of twelve 30-day months. The Interest Distribution
Amount with respect to each Distribution Date, as to any Floating Rate
Certificate or the Class CE-1 Certificates, shall be reduced by an amount equal
to the portion allocable to such Certificate pursuant to Section 1.02 hereof
of
the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date to the extent not covered by payments pursuant to Section
3.24
and (b) the aggregate amount of any Relief Act Interest Shortfall, if any,
for
such Distribution Date.
“Interest
Rate Cap Agreement”: The interest rate cap agreement, dated the Closing Date,
between the Cap Trustee and the Interest Rate Cap Provider, including any
schedule, confirmations, credit support annex or other credit support document
relating thereto, and attached hereto as Exhibit I.
“Interest
Rate Cap Credit Support Annex”: The credit support annex, dated the
Closing Date, between the Cap Trustee and the Interest Rate Cap Provider, which
is annexed to and forms part of the Interest Rate Cap Agreement.
“Interest
Rate Cap Provider”: The cap provider under the Interest Rate Cap
Agreement. Initially, the Interest Rate Cap Provider shall be Swiss
Re Financial Products Corporation.
“Interest
Rate Swap Agreement”: The interest rate swap agreement, dated the
Closing Date, between the Supplemental Interest Trust Trustee and the Swap
Provider, including any schedule, confirmations, credit support annex or other
credit support document relating thereto, and attached hereto as Exhibit
I.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received subsequent
to the Determination Date immediately following any Due Period, whether as
late
payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds,
Subsequent Recoveries or otherwise, which represent late payments or collections
of principal and/or interest due (without regard to any acceleration of payments
under the related Mortgage and Mortgage Note) but delinquent for such Due Period
and not previously recovered.
“Liquidation
Event”: With respect to any Mortgage Loan, any of the following events: (i) such
Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
as to
such Mortgage Loan; or (iii) such Mortgage Loan is removed from any REMIC by
reason of its being purchased, sold or replaced pursuant to or as contemplated
by Section 2.03 or Section 9.01. With respect to any REO Property, either of
the
following events: (i) a Final Recovery Determination is made as to such REO
Property; or (ii) such REO Property is removed from REMIC I by reason of its
being purchased pursuant to Section 9.01.
“Liquidation
Proceeds”: The amount (including any Insurance Proceeds or amounts received in
respect of the rental of any REO Property prior to REO Disposition) received
by
the Servicer in connection with (i) the taking of all or a part of a Mortgaged
Property by exercise of the power of eminent domain or condemnation, (ii) the
liquidation of a defaulted Mortgage Loan through a trustee’s sale, foreclosure
sale or otherwise, or (iii) the repurchase, substitution or sale of a Mortgage
Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section
3.23 or Section 9.01.
“Loan-to-Value
Ratio”: As of any date of determination, the fraction, expressed as a
percentage, the numerator of which is the principal balance of the related
Mortgage Loan at such date and the denominator of which is the Value of the
related Mortgaged Property.
“Loan
Group”: Loan Group I or Loan Group II, as the context requires.
“Loan
Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group I.
“Loan
Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group II.
“London
Business Day”: Any day on which banks in the City of London and New York are
open and conducting transactions in United States dollars.
“Marker
Rate”: With respect to the Class CE-1 Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the REMIC II
Remittance Rate for REMIC II Regular Interest LTA1, REMIC II Regular Interest
LTA2A, REMIC II Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC
II Regular Interest LTA2D, REMIC II Regular Interest LTM1, REMIC II Regular
Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4,
REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular
Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9,
REMIC II Regular Interest LTM10, REMIC II Regular Interest LTM11 and REMIC
II
Regular Interest LTZZ, with the rate on each such REMIC II Regular Interest
(other than REMIC II Regular Interest LTZZ) subject to a cap equal to the lesser
of (i) One-Month LIBOR plus the related Certificate Margin for the related
Corresponding Certificate and (ii) the related Net WAC Pass-Through Rate for
the
related Corresponding Certificate for the purpose of this calculation for such
Distribution Date and with the rate on REMIC II Regular Interest LTZZ subject
to
a cap of zero for the purpose of this calculation; provided, however, each
such
cap shall be multiplied by a fraction, the numerator of which is the actual
number of days elapsed in the related Interest Accrual Period and the
denominator of which is 30.
“Master
Servicer”: As of the Closing Date, Xxxxx Fargo Bank, N.A. and
thereafter, its respective successors in interest who meet the qualifications
of
the Master Servicer under this Agreement or any successor appointed
hereunder. The Master Servicer and the Trust Administrator shall at
all times be the same Person.
“Master
Servicer Event of Default”: One or more of the events described in
Section 7.01(b).
“Master
Servicing Compensation”: The meaning specified in
Section 3A.09.
“Master
Servicing Transfer Costs”: Shall mean all reasonable out-of-pocket
costs and expenses incurred by the Trustee in connection with the transfer
of
master servicing from a predecessor master servicer, including, without
limitation, any reasonable costs or expenses associated with the complete
transfer of all servicing data and master servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee to master service the Mortgage Loans properly
and effectively.
“Maximum
Cap Rate”: For any Distribution Date with respect to the Group I
Certificates, a per annum rate equal to the product of (1) the excess, if any,
of (a) the weighted average of the Expense Adjusted Maximum Mortgage Rates
of
the Group I Mortgage Loans, weighted on the basis of the outstanding Stated
Principal Balances of the Group I Mortgage Loans as of the first day of the
related Due Period (adjusted to reflect unscheduled principal payments made
thereafter during the Prepayment Period that includes such first day) over
(b)
the Swap Expense Fee Rate for such Distribution Date and (2) a fraction, the
numerator of which is 30 and the denominator of which is the actual number
of
days elapsed in the related Interest Accrual Period.
For
any
Distribution Date with respect to the Group II Certificates, a per annum rate
equal to the product of (1) a per annum rate equal to the excess, if any, of
(a)
the weighted average of the Expense Adjusted Maximum Mortgage Rates of the
Group
II Mortgage Loans, weighted on the basis of the outstanding Stated Principal
Balances of the Group II Mortgage Loans as of the first day of the related
Due
Period (adjusted to reflect unscheduled principal payments made thereafter
during the Prepayment Period that includes such first day) over (b) the Swap
Expense Fee Rate for such Distribution Date and (2) a fraction, the numerator
of
which is 30 and the denominator of which is the actual number of days elapsed
in
the related Interest Accrual Period.
For
any
Distribution Date with respect to the Mezzanine Certificates, a per annum rate
equal to the weighted average (weighted on the basis of the results of
subtracting from the aggregate Stated Principal Balance of the applicable Loan
Group as of the first day of the related Due Period (adjusted to reflect
unscheduled principal payments made thereafter during the Prepayment Period
that
includes such first day), the current aggregate Certificate Principal Balance
of
the related Class A Certificates) of the Maximum Cap Rate for the Group I
Certificates and the Maximum Cap Rate for the Group II
Certificates.
“Maximum
LTZZ Uncertificated Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) accrued interest at the REMIC II Remittance
Rate applicable to REMIC II Regular Interest LTZZ for such Distribution Date
on
a balance equal to the Uncertificated Balance of REMIC II Regular Interest
LTZZ
minus the REMIC II Overcollateralized Amount, in each case for such Distribution
Date, over (ii) Uncertificated Interest on REMIC II Regular Interest LTA1,
REMIC
II Regular Interest LTA2A, REMIC II Regular Interest LTA2B, REMIC II Regular
Interest LTA2C, REMIC II Regular Interest LTA2D, REMIC II Regular Interest
LTM1,
REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular
Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6,
REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular
Interest LTM9, REMIC II Regular Interest LTM10 and REMIC II Regular Interest
LTM11 for such Distribution Date, with the rate on each such REMIC II Regular
Interest subject to a cap equal to the lesser of (i) One-Month LIBOR plus the
related Certificate Margin for the related Corresponding Certificate and (ii)
the related Net WAC Pass-Through Rate for the related Corresponding Certificate;
provided, however, each cap shall be multiplied by a fraction, the numerator
of
which is the actual number of days elapsed in the related Interest Accrual
Period and the denominator of which is 30.
“Maximum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage Rate
thereunder.
“MERS”: Mortgage
Electronic Registration Systems, Inc., a corporation organized and existing
under the laws of the State of Delaware, or any successor thereto.
“MERS
System”: The system of recording transfers of Mortgages
electronically maintained by MERS.
“Mezzanine
Certificates”: Collectively, the Class M-1 Certificates, the Class M-2
Certificates, the Class M-3 Certificates, the Class M-4 Certificates, the Class
M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the
Class M-8 Certificates, the Class M-9 Certificates, the Class M-10 Certificates
and the Class M-11 Certificates.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS System.
“Minimum
Auction Amount”: With respect to any auction of the Mortgage Loans
and any REO Properties pursuant to Section 9.03, the sum of (i) the Termination
Price if the Optional Termination were exercised in the following calendar
month
pursuant to Section 9.01 and (ii) all reasonable fees and expenses incurred
by
the Trust Administrator in connection with any auction conducted pursuant to
Section 9.03.
“Minimum
Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage Rate
thereunder.
“MOM
Loan”: With respect to any Mortgage Loans registered with MERS on the MERS®
System, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee
for the originator of such Mortgage Loan and its successors and assigns, at
the
origination thereof.
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and/or interest on such Mortgage Loan which is payable by the related
Mortgagor from time to time under the related Mortgage Note, determined: (a)
after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
with respect to such Mortgage Loan and (ii) any reduction in the amount of
interest collectible from the related Mortgagor pursuant to the Relief Act;
(b)
without giving effect to any extension granted or agreed to by the Servicer
pursuant to Section 3.07; and (c) on the assumption that all other amounts,
if
any, due under such Mortgage Loan are paid when due.
“Monthly
Statement”: The statement prepared by the Trust Administrator
pursuant to Section 4.02.
“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(d) of this Agreement, as from time to time held
as
a part of REMIC I, the Mortgage Loans so held being identified in the Mortgage
Loan Schedule.
“Mortgage
Loan Purchase Agreement”: The agreement between the Sponsor and the
Depositor regarding the transfer of the Mortgage Loans by the Sponsor to or
at
the direction of the Depositor, substantially in the form of Exhibit D annexed
hereto.
“Mortgage
Loan Remittance Rate”: With respect to any Mortgage Loan or REO Property, as of
any date of determination, the then applicable Mortgage Rate in respect thereof
net of the Servicing Fee Rate.
“Mortgage
Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I
on such date, separately identifying the Group I Mortgage Loans and the Group
II
Mortgage Loans, attached hereto as Schedule 1. The Mortgage Loan
Schedule shall set forth the following information with respect to each Mortgage
Loan:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating whether the Mortgaged Property is owner-occupied;
(iii) the
state
and zip code of the Mortgaged Property
(iv) the
type
of Residential Dwelling constituting the Mortgaged Property;
(v) the
original months to maturity;
(vi) the
stated remaining months to maturity from the Cut-off Date based on the original
amortization schedule of the mortgage;
(vii) the
Loan-to-Value Ratio at origination;
(viii) the
Mortgage Rate in effect immediately following the Cut-off Date;
(ix) the
date
on which the first Monthly Payment was due on the Mortgage Loan;
(x) the
stated maturity date;
(xi) the
amount of the Monthly Payment at origination;
(xii) the
amount of the Monthly Payment as of the Cut-off Date;
(xiii) the
last
Due Date on which a Monthly Payment was actually applied to the unpaid Stated
Principal Balance;
(xiv) the
original principal amount of the Mortgage Loan;
(xv) the
Scheduled Principal Balance of the Mortgage Loan as of the close of business
on
the Cut-off Date;
(xvi) a
code
indicating the purpose of the Mortgage Loan (i.e., purchase financing, Rate/Term
Refinancing, Cash-Out Refinancing);
(xvii) a
code
indicating the documentation style (i.e., full, alternative or
reduced);
(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
credit score (“FICO”) of such Mortgage Loan;
(xxii) the
total
amount of points and fees charged such Mortgage Loan;
(xxiii) the
term
of the Prepayment Charge, if any;
(xxiv) the
percentage of the principal balance covered by lender paid mortgage insurance,
if any; and
(xxv) with
respect to each Adjustable-Rate Mortgage Loan, the Adjustment Dates, the Gross
Margin, the Maximum Mortgage Rate, the Minimum Mortgage Rate, the Periodic
Rate
Cap, the maximum first Adjustment Date Mortgage Rate adjustment, the first
Adjustment Date immediately following the origination date and the rounding
code
(i.e., nearest 0.125%, next highest 0.125%).
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans by Loan Group and in the aggregate as of the Cut-off Date:
(1) the number of Mortgage Loans; (2) the current principal balance of the
Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans;
(4) the weighted average maturity of the Mortgage Loans; (5) the Scheduled
Principal Balance of the Mortgage Loans as of the close of business on the
Cut-off Date (not taking into account any Principal Prepayments received on
the
Cut-off Date); and (6) the amount of the Monthly Payment as of the Cut-off
Date.
The Mortgage Loan Schedule shall be amended from time to time by the Depositor
in accordance with the provisions of this Agreement. With respect to any
Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the related
Cut-off Date for such Mortgage Loan, determined in accordance with the
definition of Cut-off Date herein.
“Mortgage
Note”: The original executed note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan.
“Mortgage
Pool”: The pool of Mortgage Loans, identified on Schedule 1 from time to time,
and any REO Properties acquired in respect thereof.
“Mortgage
Rate”: With respect to each Mortgage Loan, the annual rate at which interest
accrues on such Mortgage Loan from time to time in accordance with the
provisions of the related Mortgage Note, without regard to any reduction thereof
as a result of a Debt Service Reduction or operation of the Relief Act, which
rate (i) with respect to each fixed-rate Mortgage Loan shall remain constant
at
the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in effect
immediately following the Cut-off Date and (ii) with respect to the
Adjustable-Rate Mortgage Loans, (A) as of any date of determination until the
first Adjustment Date following the Cut-off Date shall be the rate set forth
in
the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following
the Cut-off Date and (B) as of any date of determination thereafter shall be
the
rate as adjusted on the most recent Adjustment Date equal to the sum, rounded
as
provided in the Mortgage Note, of the Index, as published as of a date prior
to
the Adjustment Date as set forth in the related Mortgage Note, plus the related
Gross Margin; provided that the Mortgage Rate on such Adjustable-Rate Mortgage
Loan on any Adjustment Date shall never be more than the lesser of (i) the
sum
of the Mortgage Rate in effect immediately prior to the Adjustment Date plus
the
related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage Rate,
and shall never be less than the greater of (i) the Mortgage Rate in effect
immediately prior to the Adjustment Date less the Periodic Rate Cap, if any,
and
(ii) the related Minimum Mortgage Rate. With respect to each Mortgage
Loan that becomes an REO Property, as of any date of determination, the annual
rate determined in accordance with the immediately preceding sentence as of
the
date such Mortgage Loan became an REO Property.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a Residential
Dwelling.
“Mortgagor”: The
obligor on a Mortgage Note.
“Net
Monthly Excess Cashflow”: With respect to any Distribution Date, the sum of (i)
any Overcollateralization Reduction Amount and (ii) the excess of (x) the
Available Distribution Amount for such Distribution Date over (y) the sum for
such Distribution Date of (A) the Senior Interest Distribution Amounts
distributable to the Holders of the Class A Certificates and the Interest
Distribution Amounts distributable to the Holders of the Mezzanine Certificates
and (B) the Principal Remittance Amount.
“Net
Swap
Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
the Fixed Swap Payment over (y) the Floating Swap Payment and in the case of
payments made by the Swap Provider, the excess, if any, of (x) the Floating
Swap
Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment
shall not be less than zero.
“Net
WAC
Pass-Through Rate”: For any Distribution Date with respect to the
Group I Certificates, a per annum rate equal to the product of (x) the excess,
if any, of (i) the weighted average of the Expense Adjusted Mortgage Rates
of
the Group I Mortgage Loans, weighted on the basis of the outstanding Stated
Principal Balances of the Group I Mortgage Loans as of the first day of the
related Due Period (adjusted to reflect unscheduled principal payments made
thereafter during the Prepayment Period that includes such first day) over
(ii)
the Swap Expense Fee Rate for such Distribution Date and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number
of
days elapsed in the related Interest Accrual Period. For federal
income tax purposes, the economic equivalent of such rate shall be expressed
as
a per annum rate equal to the product of (x) the weighted average of the REMIC
II Remittance Rate on REMIC II Regular Interest LT1GRP, weighted on the basis
of
the Uncertificated Balance of such REMIC II Regular Interest and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Interest Accrual Period.
For
any
Distribution Date with respect to the Group II Certificates, a per annum rate
equal to the product of (x) the excess, if any, of (i) the weighted average
of
the Expense Adjusted Mortgage Rates of the Group II Mortgage Loans, weighted
on
the basis of the outstanding Stated Principal Balances of the Group II Mortgage
Loans as of the first day of the related Due Period (adjusted to reflect
unscheduled principal payments made thereafter during the Prepayment Period
that
includes such first day) over (ii) the Swap Expense Fee Rate for such
Distribution Date and (y) a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days elapsed in the related
Interest Accrual Period. For federal income tax purposes, the
economic equivalent of such rate shall be expressed as a per annum rate equal
to
the product of (x) the weighted average of the REMIC II Remittance Rate on
REMIC
II Regular Interest LT2GRP, weighted on the basis of the Uncertificated Balance
of such REMIC II Regular Interest and (y) a fraction, the numerator of which
is
30 and the denominator of which is the actual number of days elapsed in the
related Interest Accrual Period.
For
any
Distribution Date with respect to the Mezzanine Certificates, a per annum rate
equal to the weighted average (weighted on the basis of the results of
subtracting from the aggregate Stated Principal Balance of the applicable Loan
Group as of the first day of the related Due Period (adjusted to reflect
unscheduled principal payments made thereafter during the Prepayment Period
that
includes such first day), the current aggregate Certificate Principal Balance
of
the related Class A Certificates) of (i) the Net WAC Pass-Through Rate for
the
Group I Certificates and (ii) the Net WAC Pass-Through Rate for the Group II
Certificates. For federal income tax purposes, the economic
equivalent of such rate shall be expressed as a per annum rate equal to the
product of (x) the weighted average of the REMIC II Remittance Rates on (a)
REMIC II Regular Interest LT1SUB, subject to a cap and a floor equal to the
REMIC II Remittance Rate on REMIC II Regular Interest LT1GRP and (b) REMIC
II
Regular Interest LT2SUB, subject to a cap and a floor equal to the REMIC II
Remittance Rate on REMIC II Regular Interest I-LT2GRP, weighted on the basis
of
the Uncertificated Balance of each such REMIC II Regular Interest and (y) a
fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Interest Accrual
Period.
“Net
WAC
Rate Carryover Reserve Account”: The Net WAC Rate Carryover Reserve
Account established and maintained pursuant to Section 4.06.
“Net
WAC
Rate Carryover Amount”: With respect to any Distribution Date and any
Class of Floating Rate Certificates, the sum of (A) the positive excess, if
any,
of (i) the amount of interest that would have accrued on such Class of
Certificates for such Distribution Date if the Pass-Through Rate for such Class
of Certificates for such Distribution Date were calculated at the related
Formula Rate over (ii) the amount of interest accrued on such Class of
Certificates at the related Net WAC Pass-Through Rate for such Distribution
Date
and (B) the related Net WAC Rate Carryover Amount for the previous Distribution
Date not previously distributed together with interest accrued on such unpaid
amount for the most recently ended Interest Accrual Period at the Formula Rate
for such Class of Certificates and such Distribution Date.
“New
Lease”: Any lease of REO Property entered into on behalf of REMIC I, including
any lease renewed or extended on behalf of REMIC I, if REMIC I has the right
to
renegotiate the terms of such lease.
“Nonrecoverable
Advance”: Any P&I Advance or Servicing Advance previously made or proposed
to be made in respect of a Mortgage Loan or REO Property that, in the good
faith
business judgment of the Servicer or the Master Servicer, as applicable, will
not or, in the case of a proposed P&I Advance or Servicing Advance, would
not be ultimately recoverable from related late payments, Insurance Proceeds
or
Liquidation Proceeds on such Mortgage Loan or REO Property as provided
herein.
“Non-United
States Person”: Any Person other than a United States
Person.
“Notional
Amount”: With respect to the Class CE-1 Interest and any Distribution
Date, the aggregate Uncertificated Balance of the REMIC II Regular Interests
(other than REMIC II Regular Interest LTP) for such Distribution
Date. With respect to the Class CE-2 Certificates and any
Distribution Date, the Notional Amount of the Class CE-2 Interest for such
Distribution Date. With respect to the Class CE-2 Interest and any
Distribution Date, the Notional Amount of the REMIC II Regular Interest
LTCE-2. With respect to REMIC II Regular Interest LTCE-2 and any
Distribution Date, the Notional Amount of the REMIC I Regular Interest
I-CE-2. With respect to REMIC I Regular Interest I-CE-2 and any
Distribution Date, the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date.
“Officer’s
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
and by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Servicer, the Master Servicer, the Sponsor or
the
Depositor, as applicable.
“One-Month
LIBOR”: For purposes of the Marker Rate and Maximum LTZZ
Uncertificated Interest Deferral Amount, REMIC II Regular Interest LTA1, REMIC
II Regular Interest LTA2A, REMIC II Regular Interest LTA2B, REMIC II Regular
Interest LTA2C, REMIC II Regular Interest LTA2D, REMIC II Regular Interest
LTM1,
REMIC II Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular
Interest LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6,
REMIC II Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular
Interest LTM9, REMIC II Regular Interest LTM10 and REMIC II Regular Interest
LTM11, and any Interest Accrual Period therefor, the rate determined by the
Trust Administrator on the related Interest Determination Date on the basis
of
the offered rate for one-month U.S. dollar deposits, as such rate appears on
Reuters Screen LIBOR01 Page, Bloomberg Page BBAM or another page of these or
any
other financial reporting service in general use in the financial services
industry, as of 11:00 a.m. (London time) on such Interest Determination Date;
provided that if such rate does not appear on Reuters Screen LIBOR01 Page,
the
rate for such date will be determined on the basis of the offered rates of
the
Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London
time) on such Interest Determination Date. In such event, the Trust
Administrator will request the principal London office of each of the Reference
Banks to provide a quotation of its rate. If on such Interest
Determination Date, two or more Reference Banks provide such offered quotations,
One-Month LIBOR for the related Interest Accrual Period shall be the arithmetic
mean of such offered quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16%). If on such Interest Determination Date,
fewer than two Reference Banks provide such offered quotations, One-Month LIBOR
for the related Interest Accrual Period shall be the higher of (i) LIBOR as
determined on the previous Interest Determination Date and (ii) the Reserve
Interest Rate. Notwithstanding the foregoing, if, under the
priorities described above, LIBOR for an Interest Determination Date would
be
based on LIBOR for the previous Interest Determination Date for the third
consecutive Interest Determination Date, the Trust Administrator, after
consultation with the Depositor, shall select an alternative comparable index
(over which the Trust Administrator has no control), used for determining
one-month Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent party.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be
salaried counsel for the Depositor, the Servicer, the Backup Servicer, 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.
“Optional
Termination Date”: The Distribution Date following the Distribution Date on
which the aggregate Stated Principal Balance of the Mortgage Loans and each
REO
Property remaining in the Trust Fund is less than 10% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
“Original
Mortgage Loan”: Any Mortgage Loans included in the Trust Fund as of the Closing
Date.
“Originator”: Each
of Argent Mortgage Company, L.L.C. and Ameriquest Mortgage Company.
“Overcollateralization
Deficiency Amount”: With respect to any Distribution Date, the
excess, if any, of (a) the Overcollateralization Target Amount applicable to
such Distribution Date over (b) the Overcollateralized Amount applicable to
such
Distribution Date (calculated for this purpose only after assuming that 100%
of
the Principal Remittance Amount on such Distribution Date has been
distributed).
“Overcollateralization
Increase Amount”: With respect to any Distribution Date, the lesser
of (a) the sum of (i) the Net Monthly Excess Cashflow for such Distribution
Date
and (ii) any amounts received under the Interest Rate Cap Agreement or the
Interest Rate Swap Agreement for this purpose and (b) the Overcollateralization
Deficiency Amount for such Distribution Date (calculated for this purpose only
after assuming that 100% of the Principal Remittance Amount on such Distribution
Date has been distributed).
“Overcollateralization
Reduction Amount”: With respect to any Distribution Date, an amount equal to the
lesser of (a) the Principal Remittance Amount for such Distribution Date and
(b)
the Excess Overcollateralized Amount.
“Overcollateralization
Target Amount”: With respect to any Distribution Date, (i) prior to the Stepdown
Date, an amount equal to 5.30% of the aggregate outstanding Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the
Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
10.60% of the then current aggregate outstanding Stated Principal Balance of
the
Mortgage Loans as of the last day of the related Due Period and (y) 0.50% of
the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date,
or (iii) on or after the Stepdown Date and if a Trigger Event is in effect,
the
Overcollateralization Target Amount for the immediately preceding Distribution
Date. Notwithstanding the foregoing, on and after any Distribution Date
following the reduction of the aggregate Certificate Principal Balance of the
Floating Rate Certificates to zero, the Overcollateralization Target Amount
shall be zero.
“Overcollateralized
Amount”: With respect to any Distribution Date, the excess, if any,
of (a) the aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties as of the last day of the related Due Period (after giving effect
to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) over (b) the sum of the aggregate Certificate
Principal Balance of the Floating Rate Certificates and the Class P Certificates
after giving effect to distributions to be made on such Distribution
Date.
“Ownership
Interest”: As to any Certificate, any ownership or security interest in such
Certificate, including any interest in such Certificate as the Holder thereof
and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
“Pass-Through
Rate”: With respect to the Floating Rate Certificates and any Distribution Date,
the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the related Net WAC Pass-Through Rate for such Distribution Date.
With
respect to the Class CE-1 Interest and any Distribution Date, a per annum rate
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of (i) 100% of the interest on REMIC II Regular Interest LTP and (ii)
interest on the Uncertificated Principal Balance of each REMIC II Regular
Interest listed in clause (y) below at a rate equal to the related REMIC II
Remittance Rate minus the Marker Rate and the denominator of which is (y) the
aggregate Uncertificated Balance of REMIC II Regular Interest LTAA, REMIC II
Regular Interest LTA1, REMIC II Regular Interest LTA2A, REMIC II Regular
Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II Regular Interest
LTA2D, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC
II
Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest
LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC
II
Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest
LTM10, REMIC II Regular Interest LTM11 and REMIC II Regular Interest
LTZZ.
With
respect to the Class CE-1 Certificates, 100% of the interest distributable
to
the Class CE-1 Interest, expressed as a per annum rate. With respect to the
Class CE-2 Certificates and any Distribution Date, an amount equal to 100%
of
the amounts distributed on the Class CE-2 Interest.
The
Class
IO Interest shall not have a Pass-Through Rate, but interest for such Regular
Interest and any Distribution Date shall be an amount equal to 100% of the
amounts distributable to REMIC II Regular Interest LTIO.
The
REMIC
VI Regular Interest SWAP IO Interest shall not have a Pass-Through Rate, but
interest for such Regular Interest and each Distribution Date shall be an amount
equal to 100% of the amounts distributable to the Class IO Interest for such
Distribution Date.
“Percentage
Interest”: With respect to any Class of Certificates (other than the Residual
Certificates), the portion of the respective Class evidenced by such
Certificate, expressed as a percentage, the numerator of which is the initial
Certificate Principal Balance or Notional Amount represented by such
Certificate, and the denominator of which is the initial aggregate Certificate
Principal Balance or Notional Amount of all of the Certificates of such Class.
The Floating Rate Certificates are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $25,000
and
integral multiples of $1.00 in excess thereof. The Class P Certificates are
issuable only in Percentage Interests corresponding to initial Certificate
Principal Balances of $20 and integral multiples thereof. The Class CE-1
Certificates and the Class CE-2 Certificates are issuable only in minimum
Percentage Interests corresponding to minimum initial Certificate Principal
Balances of $100,000 and integral multiples of $1.00 in excess thereof;
provided, however, that a single Certificate of each such Class of Certificates
may be issued having a Percentage Interest corresponding to the remainder of
the
aggregate initial Certificate Principal Balance or Notional Amount of such
Class
or to an otherwise authorized denomination for such Class plus such remainder.
With respect to any Residual Certificate, the undivided percentage ownership
in
such Class evidenced by such Certificate, as set forth on the face of such
Certificate. The Residual Certificates are issuable in Percentage Interests
of
20% and multiples thereof.
“Periodic
Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment
Date therefor, the fixed percentage set forth in the related Mortgage Note,
which is the maximum amount by which the Mortgage Rate for such Mortgage Loan
may increase or decrease (without regard to the Maximum Mortgage Rate or the
Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect
immediately prior to such Adjustment Date.
“Permitted
Investments”: Any one or more of the following obligations or securities
acquired at a purchase price of not greater than par, regardless of whether
issued or managed by the Depositor, the Servicer, the Master Servicer, the
Trustee, the Trust Administrator or any of their respective
Affiliates:
(i) direct
obligations of, or obligations fully guaranteed as to timely payment of
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit
of
the United States;
(ii) demand
and time deposits in, certificates of deposit of, or bankers’ acceptances (which
shall each have an original maturity of not more than 90 days and, in the case
of bankers’ acceptances, shall in no event have an original maturity of more
than 365 days or a remaining maturity of more than 30 days) denominated in
United States dollars and issued by, any Depository Institution;
(iii) repurchase
obligations with respect to any security described in clause (i) above entered
into with a Depository Institution (acting as principal);
(iv) securities
bearing interest or sold at a discount that are issued by any corporation
incorporated under the laws of the United States of America or any state thereof
and that are rated by the Rating Agencies in its highest long-term unsecured
rating category at the time of such investment or contractual commitment
providing for such investment;
(v) commercial
paper (including both non-interest-bearing discount obligations and
interest-bearing obligations payable on demand or on a specified date not more
than 30 days after the date of acquisition thereof) that is rated by the Rating
Agencies that rate such securities in its highest short-term unsecured debt
rating available at the time of such investment;
(vi) units
of
money market funds, including money market funds affiliated with the Trustee,
the Trust Administrator or an Affiliate of either of them, that have been rated
“AAA” by S&P and “Aaa” by Moody’s; and
(vii) if
previously confirmed in writing to the Servicer, the Trustee and the Trust
Administrator, any other demand, money market or time deposit, or any other
obligation, security or investment, as may be acceptable to the Rating Agencies
as a permitted investment of funds backing securities having ratings equivalent
to its highest initial rating of the Class A Certificates;
provided,
however, that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect
to such instrument provide a yield to maturity at par greater than 120% of
the
yield to maturity at par of the underlying obligations.
“Permitted
Transferee”: Any Transferee of a Residual Certificate other than a Disqualified
Organization or Non-United States Person.
“Person”:
Any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization
or
government or any agency or political subdivision thereof.
“P&I
Advance”: As to any Mortgage Loan or REO Property, any advance made by the
Servicer in respect of any Distribution Date pursuant to Section 4.03 or by
the
Backup Servicer (in its capacity as successor servicer) or any other successor
servicer pursuant to Section 4.03.
“Plan”:
Any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to
ERISA or Section 4975 of the Code.
“Prepayment
Assumption”: As defined in the Prospectus Supplement.
“Prepayment
Charge”: With respect to any Prepayment Period, any prepayment premium, fee or
charge payable by a Mortgagor in connection with any voluntary Principal
Prepayment in full on a Mortgage Loan pursuant to the terms of the related
Mortgage Note (other than any Servicer Prepayment Charge Payment
Amount).
“Prepayment
Charge Schedule”: As of any date, the list of Prepayment Charges
included in the Trust Fund on such date (provided by the Depositor), attached
hereto as Schedule 2 (including the prepayment charge summary attached
thereto). The Prepayment Charge Schedule shall set forth the
following information with respect to each Prepayment Charge:
(i) the
Mortgage Loan identifying number;
(ii) a
code
indicating the type of Prepayment Charge;
(iii) the
date
on which the first Monthly Payment was due on the related Mortgage
Loan;
(iv) the
term
of the related Prepayment Charge;
(v) the
original Stated Principal Balance of the related Mortgage Loan; and
(vi) the
Stated Principal Balance of the related Mortgage Loan as of the Cut-off
Date.
“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan
that was the subject of a Principal Prepayment in full during the portion of
the
related Prepayment Period commencing on the first day of the calendar month
in
which the Distribution Date occurs and ending at the end of the related
Prepayment Period, an amount equal to interest (to the extent received) at
the
applicable Mortgage Rate on the amount of such Principal Prepayment for the
number of days commencing on the first day of the calendar month in which such
Distribution Date occurs and ending on the last date through which interest
is
collected from the related Mortgagor. The Servicer may withdraw such
Prepayment Interest Excess from the Collection Account.
“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
Loan that was during the related Prepayment Period the subject of a voluntary
Principal Prepayment occurring between the first day of the related Prepayment
Period and the last day of the calendar month preceding the calendar month
in
which such Distribution Date occurs, an amount equal to interest at the
applicable Mortgage Loan Remittance Rate on the amount of such Principal
Prepayment for the number of days commencing on the date on which the prepayment
is applied and ending on the last day of the calendar month preceding the
calendar month in which such Distribution Date occurs. The obligations of the
Servicer in respect of any Prepayment Interest Shortfall are set forth in
Section 3.24.
“Prepayment
Period”: With respect to any Distribution Date, the period commencing
on the 16th day
of the month preceding the month in which such Distribution Date occurs (or
in
the case of the first Distribution Date, commencing on June 1, 2007) and ending
on the 15th day
of the calendar month in which such Distribution Date occurs.
“Prime
Rate”: The lesser of (i) the per annum rate of interest, publicly announced from
time to time by Chase Manhattan Bank at its principal office in the City of
New
York, as its prime or base lending rate (any change in such rate of interest
to
be effective on the date such change is announced by Chase Manhattan Bank)
and
(ii) the maximum rate permissible under applicable usury or similar laws
limiting interest rates.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month
of
prepayment.
“Principal
Remittance Amount”: With respect to any Distribution Date, the sum of (i) the
Group I Principal Remittance Amount and (ii) the Group II Principal Remittance
Amount.
“Private
Certificates”: Any of the Class A-1, Class CE-1, Class CE-2, Class P
or Residual Certificates.
“Prospectus
Supplement”: The Prospectus Supplement, dated June [___], 2007, relating to the
public offering of the Floating Rate Certificates (other than the Class A-1
Certificates).
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased
pursuant to or as contemplated by Section 2.03 or Section 9.01, and as confirmed
by an Officers’ Certificate from the party purchasing the Mortgage Loan to the
Trustee and the Trust Administrator, an amount equal to the sum of: (i) 100%
of
the Stated Principal Balance thereof as of the date of purchase (or such other
price as provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan,
accrued interest on such Stated Principal Balance at the applicable Mortgage
Loan Remittance Rate in effect from time to time from the Due Date as to which
interest was last covered by a payment by the Mortgagor or an advance by the
Servicer, which payment or advance had as of the date of purchase been
distributed pursuant to Section 4.01, through the end of the calendar month
in
which the purchase is to be effected, and (y) an REO Property, the sum of (1)
accrued interest on such Stated Principal Balance at the applicable Mortgage
Loan Remittance Rate in effect from time to time from the Due Date as to which
interest was last covered by a payment by the Mortgagor or an advance by the
Servicer through the end of the calendar month immediately preceding the
calendar month in which such REO Property was acquired, plus (2) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such purchase is to be effected, minus the total of
all
net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances
that as of the date of purchase had been distributed as or to cover REO Imputed
Interest pursuant to Section 4.01; (iii) any unreimbursed Servicing Advances
and
P&I Advances and any unpaid Servicing Fees allocable to such Mortgage Loan
or REO Property; (iv) any amounts previously withdrawn from the Collection
Account in respect of such Mortgage Loan or REO Property pursuant to Sections
3.11(a)(ix) and Section 3.16(b); and (v) in the case of a Mortgage Loan required
to be purchased pursuant to Section 2.03, expenses incurred or to be incurred
by
the Trust Fund in respect of the breach or defect giving rise to the purchase
obligation including any costs and damages incurred by the Trust Fund in
connection with any violation of any predatory or abusive lending law with
respect to the related Mortgage Loan.
“Qualified
Bidder”: With respect to any auction pursuant to Section 9.03, any
institution that is a regular purchaser and/or seller in the secondary market
of
residential mortgage loans as determined by the Trust Administrator (or any
advisor on its behalf), in its sole discretion, or any holder of an interest
in
the Class CE-1 Certificates.
“Qualified
Insurer”: Any insurer which meets the requirements of Xxxxxx Xxx and Xxxxxxx
Mac.
“Qualified
Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
Loan pursuant to the terms of this Agreement which must, on the date of such
substitution, (i) have an outstanding principal balance, after application
of
all scheduled payments of principal and interest due during or prior to the
month of substitution, not in excess of the Scheduled Principal Balance of
the
Deleted Mortgage Loan as of the Due Date in the calendar month during which
the
substitution occurs, (ii) have a Mortgage Rate not less than (and not more
than
one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
Loan, (iii) [reserved], (iv) have a remaining term to maturity not greater
than
(and not more than one year less than) that of the Deleted Mortgage Loan, (v)
have the same Due Date as the Due Date on the Deleted Mortgage Loan, (vi) have
a
Loan-to-Value Ratio as of the date of substitution equal to or lower than the
Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, and (vii)
conform to each representation and warranty set forth in the Mortgage Loan
Purchase Agreement applicable to the Deleted Mortgage Loan. In the event that
one or more mortgage loans are substituted for one or more Deleted Mortgage
Loans, the amounts described in clause (i) hereof shall be determined on the
basis of aggregate principal balances, the Mortgage Rates described in clause
(ii) hereof shall be determined on the basis of weighted average Mortgage Rates,
the terms described in clause (iv) shall be determined on the basis of weighted
average remaining terms to maturity, the Loan-to-Value Ratios described in
clause (vi) hereof shall be satisfied as to each such mortgage loan and, except
to the extent otherwise provided in this sentence, the representations and
warranties described in clause (vii) hereof must be satisfied as to each
Qualified Substitute Mortgage Loan or in the aggregate, as the case may
be.
“Rate/Term
Refinancing”: A Refinanced Mortgage Loan, the proceeds of which are not in
excess of the existing first mortgage loan on the related Mortgaged Property
and
related closing costs, and were used exclusively to satisfy the then existing
first mortgage loan of the Mortgagor on the related Mortgaged Property and
to
pay related closing costs.
“Rating
Agencies”: S&P and Xxxxx’x or their successors. If such agencies
or their successors are no longer in existence, the “Rating Agencies” shall be
such nationally recognized statistical rating agencies, or other comparable
Persons, designated by the Depositor, written notice of which designation shall
be given to the Trustee, the Trust Administrator, the Master Servicer and the
Servicer.
“Realized
Loss”: With respect to each Mortgage Loan as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid principal balance of such Mortgage Loan as of the commencement of the
calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest
was
then accruing on such Mortgage Loan and (B) on a principal amount equal to
the
Stated Principal Balance of such Mortgage Loan as of the close of business
on
the Distribution Date during such calendar month, plus (iii) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (iv) the
proceeds, if any, received in respect of such Mortgage Loan prior to the date
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Servicer with respect to such Mortgage Loan pursuant to Section
3.11(a)(iii).
With
respect to any REO Property as to which a Final Recovery Determination has
been
made an amount (not less than zero) equal to (i) the unpaid principal balance
of
the related Mortgage Loan as of the date of acquisition of such REO Property
on
behalf of any REMIC, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor in respect of the related Mortgage
Loan
through the end of the calendar month immediately preceding the calendar month
in which such REO Property was acquired, calculated in the case of each calendar
month during such period (A) at an annual rate equal to the annual rate at
which
interest was then accruing on the related Mortgage Loan and (B) on a principal
amount equal to the Stated Principal Balance of the related Mortgage Loan as
of
the close of business on the Distribution Date during such calendar month,
plus
(iii) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired
and
ending with the calendar month that occurs during the Prepayment Period in
which
such Final Recovery Determination was made, plus (iv) any amounts previously
withdrawn from the Collection Account in respect of the related Mortgage Loan
pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (v) the aggregate
of
all Servicing Advances made by the Servicer in respect of such REO Property
or
the related Mortgage Loan (without duplication of amounts netted out of the
rental income, Insurance Proceeds and Liquidation Proceeds described in clause
(vi) below) and any unpaid Servicing Fees for which the Servicer has been or,
in
connection with such Final Recovery Determination, will be reimbursed pursuant
to Section 3.11(a)(iii) or Section 3.23 out of rental income, Insurance Proceeds
and Liquidation Proceeds received in respect of such REO Property, minus (vi)
the total of all net rental income, Insurance Proceeds and Liquidation Proceeds
received in respect of such REO Property that has been, or in connection with
such Final Recovery Determination, will be transferred to the Distribution
Account pursuant to Section 3.23.
With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation.
With
respect to each Mortgage Loan which has become the subject of a Debt Service
Reduction, the portion, if any, of the reduction in each affected Monthly
Payment attributable to a reduction in the Mortgage Rate imposed by a court
of
competent jurisdiction. Each such Realized Loss shall be deemed to have been
incurred on the Due Date for each affected Monthly Payment.
“Record
Date”: With respect to each Distribution Date and any Floating Rate Certificate
so long as such Floating Rate Certificate is a Book-Entry Certificate, the
Business Day immediately preceding such Distribution Date. With respect to
each
Distribution Date and any other Certificates, including any Definitive
Certificates, the last Business Day of the month immediately preceding the
month
in which such Distribution Date occurs.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any Floating Rate Certificate, Class CE-1 Certificate, Class CE-2
Certificate or Class P Certificate.
“Regular
Interest”: A “regular interest” in a REMIC within the meaning of Section
860G(a)(1) of the Code.
“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100 - 229.1123, as such may be amended from time to time, and
subject to such clarification and interpretation as have been provided by the
Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518, 70 Fed. Reg. 1,506 - 1,631 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from
time to time.
“Relevant
Servicing Criteria”: The Servicing Criteria applicable to the various
parties, as set forth on Exhibit C attached hereto. For clarification
purposes, multiple parties can have responsibility for the same Relevant
Servicing Criteria. To the extent that the Backup Servicer becomes
the successor servicer, Relevant Servicing Criteria shall have the meaning
set
forth under “servicing criteria” in the Addendum Regulation AB.
“Relief
Act”: The Servicemembers Civil Relief Act, or any state law providing for
similar relief.
“Relief
Act Interest Shortfall”: With respect to any Distribution Date and any Mortgage
Loan, any reduction in the amount of interest collectible on such Mortgage
Loan
for the most recently ended calendar month as a result of the application of
the
Relief Act.
“REMIC”:
A “real estate mortgage investment conduit” within the meaning of Section 860D
of the Code.
“REMIC
I”: The segregated pool of assets subject hereto, constituting the primary trust
created hereby and to be administered hereunder, with respect to which a REMIC
election is to be made, consisting of: (i) such Mortgage Loans and Prepayment
Charges related thereto as from time to time are subject to this Agreement,
together with the Mortgage Files relating thereto, and together with all
collections thereon and proceeds thereof; (ii) any REO Property, together with
all collections thereon and proceeds thereof; (iii) the Trustee’s rights with
respect to the Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof; (iv) the
Depositor’s rights under the Mortgage Loan Purchase Agreement (including any
security interest created thereby); and (v) the Collection Account (other than
any amounts representing the Servicer Prepayment Charge Payment Amount), the
Distribution Account (other than any amounts representing the Servicer
Prepayment Charge Payment Amount) and any REO Account, and such assets that
are
deposited therein from time to time and any investments thereof, together with
any and all income, proceeds and payments with respect thereto. Notwithstanding
the foregoing, however, REMIC I specifically excludes all payments and other
collections of principal and interest due on the Mortgage Loans on or before
the
Cut-off Date, all Prepayment Charges payable in connection with Principal
Prepayments on the Mortgage Loans made before the Cut-off Date, the Net WAC
Rate
Carryover Reserve Account, the Interest Rate Cap Agreement, the Cap
Administration Agreement, the Cap Account, the Interest Rate Swap Agreement,
the
Swap Account, the Supplemental Interest Trust and Servicer Prepayment Charge
Payment Amounts.
“REMIC
I
Group I Regular Interests”: REMIC I Regular Interest I and REMIC I Regular
Interest I-1-A through REMIC I Regular Interest I-46-B as designated in the
Preliminary Statement hereto.
“REMIC
I
Group II Regular Interests”: REMIC I Regular Interest II and REMIC I
Regular Interest II-1-A through REMIC II Regular Interest II-46-B as designated
in the Preliminary Statement hereto.
“REMIC
I
Regular Interest”: Any of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a “regular
interest” in REMIC I. Each REMIC I Regular Interest shall accrue interest at the
related REMIC I Remittance Rate in effect from time to time, and shall be
entitled to distributions of principal, subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Balance
as
set forth in the Preliminary Statement hereto.
“REMIC
I
Remittance Rate”: With respect to REMIC I Regular Interest I, a per annum rate
equal to the weighted average of the Expense Adjusted Mortgage Rate of the
Group
I Mortgage Loans. With respect to each REMIC I Group I Regular Interest ending
with the designation “A”, a per annum rate equal to the weighted average of the
Expense Adjusted Mortgage Rate of the Group I Mortgage Loans multiplied by
2,
subject to a maximum rate of 10.654%. With respect to each REMIC I Group I
Regular Interest ending with the designation “B”, the greater of (x) a per annum
rate equal to the excess, if any, of (i) 2 multiplied by the weighted average
of
the Expense Adjusted Mortgage Rate of the Group I Mortgage Loans over (ii)
10.654% and (y) 0.00%.
With
respect to REMIC I Regular Interest II, a per annum rate equal to the weighted
average of the Expense Adjusted Mortgage Rate of the Group II Mortgage Loans.
With respect to each REMIC I Group II Regular Interest ending with the
designation “A”, a per annum rate equal to the weighted average of the Expense
Adjusted Mortgage Rate of the Group II Mortgage Loans multiplied by 2, subject
to a maximum rate of 10.654%. With respect to each REMIC I Group II Regular
Interest ending with the designation “B”, the greater of (x) a per annum rate
equal to the excess, if any, of (i) 2 multiplied by the weighted average of
the
Expense Adjusted Mortgage Rate of the Group II Mortgage Loans over (ii) 10.654%
and (y) 0.00%.
“REMIC
II”: The segregated pool of assets consisting of all of the REMIC I Regular
Interests conveyed in trust to the Trustee, for the benefit of the REMIC II
Regular Interests pursuant to Section 2.07, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
II
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of
the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC II
Remittance Rate for REMIC II Regular Interest LTAA minus the Marker Rate,
divided by (b) 12.
“REMIC
II
Marker Allocation Percentage”: 50% of any amount payable or loss attributable
from the Mortgage Loans, which shall be allocated to REMIC II Regular Interest
LTAA, REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2A, REMIC
II
Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II Regular
Interest LTA2D, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7,
REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular
Interest LTM10, REMIC II Regular Interest LTM11, REMIC II Regular Interest
LTZZ
and REMIC II Regular Interest LTP.
“REMIC
II
Overcollateralized Amount”: With respect to any date of determination, (i) 0.50%
of the aggregate Uncertificated Balance of the REMIC II Regular Interests (other
than REMIC II Regular Interest LTP) minus (ii) the aggregate Uncertificated
Balance of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2A,
REMIC II Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II
Regular Interest LTA2D, REMIC II Regular Interest LTM1, REMIC II Regular
Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4,
REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular
Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9,
REMIC II Regular Interest LTM10 and REMIC II Regular Interest LTM11, in each
case as of such date of determination.
“REMIC
II
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) 50% of the aggregate Stated Principal Balance
of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus
a
fraction, the numerator of which is two times the aggregate Uncertificated
Balance of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2A,
REMIC II Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II
Regular Interest LTA2D, REMIC II Regular Interest LTM1, REMIC II Regular
Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4,
REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular
Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9,
REMIC II Regular Interest LTM10 and REMIC II Regular Interest LTM11,
and the denominator of which is the aggregate
Uncertificated Balance of REMIC II Regular Interest LTA1, REMIC II Regular
Interest LTA2A, REMIC II Regular Interest LTA2B, REMIC II Regular Interest
LTA2C, REMIC II Regular Interest LTA2D, REMIC II Regular Interest LTM1, REMIC
II
Regular Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest
LTM4, REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC
II
Regular Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest
LTM9, REMIC II Regular Interest LTM10, REMIC II Regular Interest LTM11 and
REMIC
II Regular Interest LTZZ.
“REMIC
II Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC II issued hereunder and designated as a “regular interest” in
REMIC II. Each REMIC II Regular Interest shall accrue interest at the
related REMIC II Remittance Rate in effect from time to time or shall otherwise
be entitled to interest as set forth herein, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in
an
aggregate amount equal to its initial Uncertificated Balance as set forth in
the
Preliminary Statement hereto. The REMIC II Regular Interests are set forth
in
the Preliminary Statement hereto.
“REMIC
II
Remittance Rate”: With respect to REMIC II Regular Interest
LTAA, REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2A, REMIC
II
Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II Regular
Interest LTA2D, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7,
REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular
Interest LTM10, REMIC II Regular Interest LTM11, REMIC II Regular Interest
LTZZ,
REMIC II Regular Interest LTP, REMIC II Regular Interest LT1SUB, REMIC II
Regular Interest LT2SUB and REMIC II Regular Interest LTXX, a per annum rate
(but not less than zero) equal to the weighted average of: (w) with respect
to
REMIC I Regular Interest I and REMIC I Regular Interest II, the REMIC I
Remittance Rate for each such REMIC I Regular Interest for each such
Distribution Date, (x) with respect to each REMIC I Regular Interest ending
with
the designation “B”, the weighted average of the REMIC I Remittance Rates for
such REMIC I Regular Interests, weighted on the basis of the Uncertificated
Balances of such REMIC I Regular Interests for each such Distribution Date
and
(y) with respect to REMIC I Regular Interests ending with the designation “A”,
for each Distribution Date listed below, the weighted average of the rates
listed below for each such REMIC I Regular Interest listed below, weighted
on
the basis of the Uncertificated Balances of each such REMIC I Regular Interest
for each such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1st
through
12th
|
I-1-A
through I-46-A
|
REMIC
I Remittance Rate
|
|
II-1-A
through II-46-A
|
REMIC
I Remittance Rate
|
|
|
13
|
I-1-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
14
|
I-2-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-2-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate REMIC I Remittance
Rate
|
|
|
I-1-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
|
REMIC
I Remittance Rate
|
|
|
15
|
I-3-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-3-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
and I-2-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
and II-2-A
|
REMIC
I Remittance Rate
|
|
|
16
|
I-4-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-4-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-3-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-3-A
|
REMIC
I Remittance Rate
|
|
|
17
|
I-5-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-5-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-4-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-4-A
|
REMIC
I Remittance Rate
|
|
|
18
|
I-6-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-6-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-5-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-5-A
|
REMIC
I Remittance Rate
|
|
|
19
|
I-7-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-7-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-6-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-6-A
|
REMIC
I Remittance Rate
|
|
|
20
|
I-8-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-8-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-7-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-7-A
|
REMIC
I Remittance Rate
|
|
|
21
|
I-9-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-9-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-8-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-8-A
|
REMIC
I Remittance Rate
|
|
|
22
|
I-10-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-10-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-9-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-9-A
|
REMIC
I Remittance Rate
|
|
|
23
|
I-11-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-11-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-10-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-10-A
|
REMIC
I Remittance Rate
|
|
|
24
|
I-12-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-12-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-11-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-11-A
|
REMIC
I Remittance Rate
|
|
|
25
|
I-13-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-13-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-12-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-12-A
|
REMIC
I Remittance Rate
|
|
|
26
|
I-14-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-14-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-13-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-13-A
|
REMIC
I Remittance Rate
|
|
|
27
|
I-15-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-15-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-14-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-14-A
|
REMIC
I Remittance Rate
|
|
|
28
|
I-16-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-16-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-15-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-15-A
|
REMIC
I Remittance Rate
|
|
|
29
|
I-17-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-17-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-16-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-16-A
|
REMIC
I Remittance Rate
|
|
|
30
|
I-18-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-18-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-17-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-17-A
|
REMIC
I Remittance Rate
|
|
|
31
|
I-19-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-19-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-18-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-18-A
|
REMIC
I Remittance Rate
|
|
|
32
|
I-20-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-20-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-19-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-19-A
|
REMIC
I Remittance Rate
|
|
|
33rd
through
36th
|
I-21-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-21-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-20-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-20-A
|
REMIC
I Remittance Rate
|
|
|
37
|
I-22-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-22-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-21-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-21-A
|
REMIC
I Remittance Rate
|
|
|
38
|
I-23-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-23-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-22-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-22-A
|
REMIC
I Remittance Rate
|
|
|
39
|
I-24-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-24-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-23-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-23-A
|
REMIC
I Remittance Rate
|
|
|
40
|
I-25-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-25-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-24-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-24-A
|
REMIC
I Remittance Rate
|
|
|
41
|
I-26-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-26-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-25-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-25-A
|
REMIC
I Remittance Rate
|
|
|
42
|
I-27-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-27-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-26-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-26-A
|
REMIC
I Remittance Rate
|
|
|
43
|
I-28-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-28-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-27-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-27-A
|
REMIC
I Remittance Rate
|
|
|
44
|
I-29-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-29-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-28-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-28-A
|
REMIC
I Remittance Rate
|
|
|
45
|
I-30-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-30-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-29-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-29-A
|
REMIC
I Remittance Rate
|
|
|
46
|
I-31-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-31-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-30-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-30-A
|
REMIC
I Remittance Rate
|
|
|
47
|
I-32-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-32-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-31-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-31-A
|
REMIC
I Remittance Rate
|
|
|
48
|
I-33-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-33-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-32-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-32-A
|
REMIC
I Remittance Rate
|
|
|
49
|
I-34-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-34-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-33-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-33-A
|
REMIC
I Remittance Rate
|
|
|
50
|
I-35-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-35-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-34-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-34-A
|
REMIC
I Remittance Rate
|
|
|
51
|
I-36-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-36-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-35-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-35-A
|
REMIC
I Remittance Rate
|
|
|
52
|
I-37-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-37-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-36-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-36-A
|
REMIC
I Remittance Rate
|
|
|
51
|
I-38-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-38-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-37-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-37-A
|
REMIC
I Remittance Rate
|
|
|
51
|
I-39-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-39-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-38-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-38-A
|
REMIC
I Remittance Rate
|
|
|
55
|
I-40-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-40-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-39-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-39-A
|
REMIC
I Remittance Rate
|
|
|
56
|
I-41-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-41-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-40-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-40-A
|
REMIC
I Remittance Rate
|
|
|
57
|
I-42-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-42-A
through II-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-41-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-21-A
|
REMIC
I Remittance Rate
|
|
|
58
|
I-43-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-43-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-42-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-42-A
|
REMIC
I Remittance Rate
|
|
|
59
|
I-44-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-44-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-43-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-43-A
|
REMIC
I Remittance Rate
|
|
|
60
|
I-45-A
and I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-45-A
and II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-44-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-44-A
|
REMIC
I Remittance Rate
|
|
|
61
|
I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
|
I-1-A
through I-45-A
|
REMIC
I Remittance Rate
|
|
|
II-1-A
through II-45-A
|
REMIC
I Remittance Rate
|
|
|
thereafter
|
I-1-A
through I-46-A
|
REMIC
I Remittance Rate
|
|
II-1-A
through II-46-A
|
REMIC
I Remittance Rate
|
With
respect to REMIC II Regular Interest LT1GRP, a per annum rate (but not less
than
zero) equal to the weighted average of: (w) with respect to REMIC I Regular
Interest I, the REMIC I Remittance Rate for such REMIC I Regular Interest for
each such Distribution Date, (x) with respect to REMIC I Group I Regular
Interests ending with the designation “B”, the weighted average of the REMIC I
Remittance Rates for such REMIC I Regular Interests, weighted on the basis
of
the Uncertificated Balances of each such REMIC I Regular Interest for each
such
Distribution Date and (y) with respect to REMIC I Group I Regular Interests
ending with the designation “A”, for each Distribution Date listed below, the
weighted average of the rates listed below for such REMIC I Regular Interests
listed below, weighted on the basis of the Uncertificated Balances of each
such
REMIC I Regular Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1st
through
12th
|
I-1-A
through I-46-A
|
REMIC
I Remittance Rate
|
|
13
|
I-1-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
14
|
I-2-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
|
REMIC
I Remittance Rate
|
|
|
15
|
I-3-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
and I-2-A
|
REMIC
I Remittance Rate
|
|
|
16
|
I-4-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-3-A
|
REMIC
I Remittance Rate
|
|
|
17
|
I-5-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-4-A
|
REMIC
I Remittance Rate
|
|
|
18
|
I-6-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-5-A
|
REMIC
I Remittance Rate
|
|
|
19
|
I-7-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-6-A
|
REMIC
I Remittance Rate
|
|
|
20
|
I-8-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-7-A
|
REMIC
I Remittance Rate
|
|
|
21
|
I-9-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-8-A
|
REMIC
I Remittance Rate
|
|
|
22
|
I-10-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-9-A
|
REMIC
I Remittance Rate
|
|
|
23
|
I-11-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-10-A
|
REMIC
I Remittance Rate
|
|
|
24
|
I-12-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-11-A
|
REMIC
I Remittance Rate
|
|
|
25
|
I-13-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-12-A
|
REMIC
I Remittance Rate
|
|
|
26
|
I-14-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-13-A
|
REMIC
I Remittance Rate
|
|
|
27
|
I-15-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-14-A
|
REMIC
I Remittance Rate
|
|
|
28
|
I-16-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-15-A
|
REMIC
I Remittance Rate
|
|
|
29
|
I-17-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-16-A
|
REMIC
I Remittance Rate
|
|
|
30
|
I-18-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-17-A
|
REMIC
I Remittance Rate
|
|
|
31
|
I-19-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-18-A
|
REMIC
I Remittance Rate
|
|
|
32
|
I-20-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-19-A
|
REMIC
I Remittance Rate
|
|
|
33rdthrough
36th
|
I-21-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-20-A
|
REMIC
I Remittance Rate
|
|
|
37
|
I-22-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-21-A
|
REMIC
I Remittance Rate
|
|
|
38
|
I-23-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-22-A
|
REMIC
I Remittance Rate
|
|
|
39
|
I-24-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-23-A
|
REMIC
I Remittance Rate
|
|
|
40
|
I-25-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-24-A
|
REMIC
I Remittance Rate
|
|
|
41
|
I-26-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-25-A
|
REMIC
I Remittance Rate
|
|
|
42
|
I-27-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-26-A
|
REMIC
I Remittance Rate
|
|
|
43
|
I-28-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-27-A
|
REMIC
I Remittance Rate
|
|
|
44
|
I-29-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-28-A
|
REMIC
I Remittance Rate
|
|
|
45
|
I-30-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-29-A
|
REMIC
I Remittance Rate
|
|
|
46
|
I-31-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-30-A
|
REMIC
I Remittance Rate
|
|
|
47
|
I-32-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-31-A
|
REMIC
I Remittance Rate
|
|
|
48
|
I-33-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-32-A
|
REMIC
I Remittance Rate
|
|
|
59
|
I-34-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-33-A
|
REMIC
I Remittance Rate
|
|
|
50
|
I-35-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-34-A
|
REMIC
I Remittance Rate
|
|
|
51
|
I-36-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-35-A
|
REMIC
I Remittance Rate
|
|
|
52
|
I-37-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-36-A
|
REMIC
I Remittance Rate
|
|
|
51
|
I-38-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-37-A
|
REMIC
I Remittance Rate
|
|
|
51
|
I-39-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-38-A
|
REMIC
I Remittance Rate
|
|
|
55
|
I-40-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-39-A
|
REMIC
I Remittance Rate
|
|
|
56
|
I-41-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-40-A
|
REMIC
I Remittance Rate
|
|
|
57
|
I-42-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-41-A
|
REMIC
I Remittance Rate
|
|
|
58
|
I-43-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-42-A
|
REMIC
I Remittance Rate
|
|
|
59
|
I-44-A
through I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-43-A
|
REMIC
I Remittance Rate
|
|
|
60
|
I-45-A
and I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-44-A
|
REMIC
I Remittance Rate
|
|
|
61
|
I-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
I-1-A
through I-45-A
|
REMIC
I Remittance Rate
|
|
|
thereafter
|
I-1-A
through I-46-A
|
REMIC
I Remittance Rate
|
With
respect to REMIC II Regular Interest LT2GRP, a per annum rate (but not less
than
zero) equal to the weighted average of: (w) with respect to REMIC I Regular
Interest II, the REMIC I Remittance Rate for such REMIC I Regular Interest
for
each such Distribution Date, (x) with respect to REMIC I Group II Regular
Interests ending with the designation “B”, the weighted average of the REMIC I
Remittance Rates for such REMIC I Regular Interests, weighted on the basis
of
the Uncertificated Balances of each such REMIC I Regular Interest for each
such
Distribution Date and (y) with respect to REMIC I Group II Regular Interests
ending with the designation “A”, for each Distribution Date listed below, the
weighted average of the rates listed below for such REMIC I Regular Interests
listed below, weighted on the basis of the Uncertificated Balances of each
such
REMIC I Regular Interest for each such Distribution Date:
|
Distribution
Date
|
REMIC
I Regular Interest
|
Rate
|
|
1st
through
12th
|
II-1-A
through II-46-A
|
REMIC
I Remittance Rate
|
|
13
|
II-1-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
14
|
II-2-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
|
REMIC
I Remittance Rate
|
|
|
15
|
II-3-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
and II-2-A
|
REMIC
I Remittance Rate
|
|
|
16
|
II-4-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-3-A
|
REMIC
I Remittance Rate
|
|
|
17
|
II-5-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-4-A
|
REMIC
I Remittance Rate
|
|
|
18
|
II-6-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-5-A
|
REMIC
I Remittance Rate
|
|
|
19
|
II-7-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-6-A
|
REMIC
I Remittance Rate
|
|
|
20
|
II-8-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-7-A
|
REMIC
I Remittance Rate
|
|
|
21
|
II-9-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-8-A
|
REMIC
I Remittance Rate
|
|
|
22
|
II-10-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-9-A
|
REMIC
I Remittance Rate
|
|
|
23
|
II-11-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-10-A
|
REMIC
I Remittance Rate
|
|
|
24
|
II-12-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-11-A
|
REMIC
I Remittance Rate
|
|
|
25
|
II-13-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-12-A
|
REMIC
I Remittance Rate
|
|
|
26
|
II-14-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-13-A
|
REMIC
I Remittance Rate
|
|
|
27
|
II-15-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-14-A
|
REMIC
I Remittance Rate
|
|
|
28
|
II-16-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-15-A
|
REMIC
I Remittance Rate
|
|
|
29
|
II-17-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-16-A
|
REMIC
I Remittance Rate
|
|
|
30
|
II-18-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-17-A
|
REMIC
I Remittance Rate
|
|
|
31
|
II-19-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-18-A
|
REMIC
I Remittance Rate
|
|
|
32
|
II-20-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-19-A
|
REMIC
I Remittance Rate
|
|
|
33rdthrough
36th
|
II-21-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-20-A
|
REMIC
I Remittance Rate
|
|
|
37
|
II-22-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-21-A
|
REMIC
I Remittance Rate
|
|
|
38
|
II-23-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-22-A
|
REMIC
I Remittance Rate
|
|
|
39
|
II-24-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-23-A
|
REMIC
I Remittance Rate
|
|
|
40
|
II-25-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-24-A
|
REMIC
I Remittance Rate
|
|
|
41
|
II-26-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-25-A
|
REMIC
I Remittance Rate
|
|
|
42
|
II-27-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-26-A
|
REMIC
I Remittance Rate
|
|
|
43
|
II-28-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-27-A
|
REMIC
I Remittance Rate
|
|
|
44
|
II-29-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-28-A
|
REMIC
I Remittance Rate
|
|
|
45
|
II-30-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-29-A
|
REMIC
I Remittance Rate
|
|
|
46
|
II-31-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-30-A
|
REMIC
I Remittance Rate
|
|
|
47
|
II-32-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-31-A
|
REMIC
I Remittance Rate
|
|
|
48
|
II-33-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-32-A
|
REMIC
I Remittance Rate
|
|
|
49
|
II-34-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-33-A
|
REMIC
I Remittance Rate
|
|
|
50
|
II-35-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-34-A
|
REMIC
I Remittance Rate
|
|
|
51
|
II-36-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-35-A
|
REMIC
I Remittance Rate
|
|
|
52
|
II-37-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-36-A
|
REMIC
I Remittance Rate
|
|
|
53
|
II-38-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-37-A
|
REMIC
I Remittance Rate
|
|
|
54
|
II-39-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-38-A
|
REMIC
I Remittance Rate
|
|
|
55
|
II-40-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-39-A
|
REMIC
I Remittance Rate
|
|
|
56
|
II-41-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-40-A
|
REMIC
I Remittance Rate
|
|
|
57
|
II-42-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-41-A
|
REMIC
I Remittance Rate
|
|
|
58
|
II-43-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-42-A
|
REMIC
I Remittance Rate
|
|
|
59
|
II-44-A
through II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-43-A
|
REMIC
I Remittance Rate
|
|
|
60
|
II-45-A
and II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-44-A
|
REMIC
I Remittance Rate
|
|
|
61
|
II-46-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
Rate
|
|
II-1-A
through II-45-A
|
REMIC
I Remittance Rate
|
|
|
thereafter
|
II-1-A
through II-46-A
|
REMIC
I Remittance Rate
|
With
respect to REMIC II Regular Interest IO, and (i) the 1st Distribution Date
through the 12th Distribution Date, the excess of (x) the weighted average
of
the REMIC I Remittance Rates for REMIC I Regular Interests including the
designation “A”, over (y) the weighted average of the REMIC I Remittance Rates
for REMIC I Regular Interests including the designation “A”, (ii) the 13th
Distribution Date through the 61st Distribution
Date,
the excess of (x) the weighted average of the REMIC I Remittance Rates for
REMIC
I Regular Interests including the designation “A”, over (y) 2 multiplied by Swap
LIBOR and (iii) thereafter, 0.00%. With respect to REMIC II Regular
Interest CE-2, an amount equal to 100% of the amount distributed on REMIC I
Regular Interest I-CE-2.
“REMIC
II Required Overcollateralized Amount”: 0.50% of the Overcollateralization
Target Amount.
“REMIC
II
Sub WAC Allocation Percentage”: 50% of any amount payable from or loss
attributable to the Mortgage Loans, which shall be allocated to REMIC II Regular
Interest LT1SUB, REMIC II Regular Interest LT1GRP, REMIC II Regular Interest
LT2SUB, REMIC II Regular Interest LT2GRP and REMIC II Regular Interest
LTXX.
“REMIC
II
Subordinated Balance Ratio”: The ratio between the Uncertificated Balances of
each REMIC II Regular Interest ending with the designation “SUB,” equal to the
ratio between, with respect to each such REMIC II Regular Interest, the excess
of (x) the aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan Group over (y) the current aggregate Certificate Principal Balance
of Class A Certificates in the related Loan Group.
“REMIC
III”: The segregated pool of assets consisting of all of the REMIC I Regular
Interests conveyed in trust to the Trustee, for the benefit of the Floating
Rate
Certificates, the Class CE-1 Interest, the Class CE-2 Interest, the Class P
Interest, the Class IO Interest and the Class R-III Interest and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.
“REMIC
IV”: The segregated pool of assets consisting of all of the Class CE-1 Interest
conveyed in trust to the Trustee, for the benefit of the Class CE-1
Certificates, and the Class R-IV Interest and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.
“REMIC
V”: The segregated pool of assets consisting of all of the Class CE-2 Interest
conveyed in trust to the Trustee, for the benefit of the Class CE-2
Certificates, and the Class R-V Interest and all amounts deposited therein,
with
respect to which a separate REMIC election is to be made.
“REMIC
VI”: The segregated pool of assets consisting of all of the Class P Interest
conveyed in trust to the Trustee, for the benefit of the Class P Certificates,
and the Class R-VI Interest and all amounts deposited therein, with respect
to
which a separate REMIC election is to be made.
“REMIC
VII”: The segregated pool of assets consisting of all of the Class IO Interest
conveyed in trust to the Trustee, for the benefit of REMIC VII Regular Interest
SWAP IO, and the Class R-VII Interest and all amounts deposited therein, with
respect to which a separate REMIC election is to be made.
“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at Section 860A through 860G of
the
Code, and related provisions, and proposed, temporary and final regulations
and
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
“REMIC
Regular Interests”: The REMIC I Regular Interests, the REMIC II Regular
Interests, the Class CE-1 Interest, the Class CE-2 Interest, the Class P
Interest and the Class IO Interest.
“Remittance
Report”: A report in form and substance acceptable to the Trust Administrator
and the Servicer in an electronic data file or tape prepared by the Servicer
pursuant to Section 4.03 with such additions, deletions and modifications as
agreed to by the Trust Administrator and the Servicer.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code as being included in the
term
“rents from real property.”
“REO
Account”: The account or accounts maintained by the Servicer in respect of an
REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of any
Trust REMIC.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of REMIC I, one month’s interest at the
applicable Mortgage Loan Remittance Rate on the Stated Principal Balance of
such
REO Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the close of business on the Distribution
Date in such calendar month.
“REO
Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section
3.23.
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Residential
Dwelling”: Any one of the following: (i) an attached or detached one- family
dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a Xxxxxx Xxx eligible condominium project, or (iv) a detached
one-family dwelling in a planned unit development, none of which is a
co-operative, mobile or manufactured home (as defined in 00 Xxxxxx Xxxxxx Code,
Section 5402(6)).
“Residual
Certificates”: The Class R Certificates and the Class R-X
Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trust Administrator, the President, any
vice president, any assistant vice president, the Secretary, any assistant
secretary, the Treasurer, any assistant treasurer, any trust officer or
assistant trust officer, the Controller and any assistant controller or any
other officer thereof customarily performing functions similar to those
performed by any of the above designated officers and, with respect to a
particular matter relating to this Agreement, to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject. When used with respect to the Trustee, any officer of the
Trustee with direct responsibility for the administration of this Agreement
and,
with respect to a particular matter relating to this Agreement, to whom such
matter is referred because of such officer’s knowledge of and familiarity with
the particular subject.
“Reportable
Event”: The meaning set forth in Section 4.07(a)(iii).
“Reuters
Screen LIBOR01 Page”: The display page currently so designated on the
Reuters Monitor Money Rates Service (or such other page as may replace that
page
on that service for the purpose of displaying comparable rates or
prices).
“Xxxxxxxx-Xxxxx
Act”: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of
the Commission promulgated thereunder (including any interpretations thereof
by
the Commission’s staff).
“Xxxxxxxx-Xxxxx
Certification”: The meaning set forth in Section
4.07(a)(iv).
“Securities
Act”: The Securities Act of 1933, as amended, and the rules and
regulations thereunder.
“S&P” Standard
& Poor’s Ratings Services, a division of the XxXxxx-Xxxx Companies, Inc., or
its successors in interest.
“Scheduled
Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off
Date, the outstanding principal balance of such Mortgage Loan as of such date,
net of the principal portion of all unpaid Monthly Payments, if any, due on
or
before such date; (b) as of any Due Date subsequent to the Cut-off Date up
to
and including the Due Date in the calendar month in which a Liquidation Event
occurs with respect to such Mortgage Loan, the Scheduled Principal Balance
of
such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal
portion of each Monthly Payment due on or before such Due Date but subsequent
to
the Cut-off Date, whether or not received, (ii) all Principal Prepayments
received before such Due Date but after the Cut-off Date, (iii) the principal
portion of all Liquidation Proceeds and Insurance Proceeds received before
such
Due Date but after the Cut-off Date, net of any portion thereof that represents
principal due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) on a Due Date occurring on or before the date on
which such proceeds were received and (iv) any Realized Loss incurred with
respect thereto as a result of a Deficient Valuation occurring before such
Due
Date, but only to the extent such Realized Loss represents a reduction in the
portion of principal of such Mortgage Loan not yet due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) as of
the
date of such Deficient Valuation; and (c) as of any Due Date subsequent to
the
occurrence of a Liquidation Event with respect to such Mortgage Loan, zero.
With
respect to any REO Property: (a) as of any Due Date subsequent to the date
of
its acquisition on behalf of the Trust Fund up to and including the Due Date
in
the calendar month in which a Liquidation Event occurs with respect to such
REO
Property, an amount (not less than zero) equal to the Scheduled Principal
Balance of the related Mortgage Loan as of the Due Date in the calendar month
in
which such REO Property was acquired minus the principal portion of each Monthly
Payment that would have become due on such related Mortgage Loan after such
REO
Property was acquired if such Mortgage Loan had not been converted to an REO
Property; and (b) as of any Due Date subsequent to the occurrence of a
Liquidation Event with respect to such REO Property, zero.
“Senior
Enhancement Percentage”: With respect to any Distribution Date, the
percentage obtained by dividing (x) the aggregate Certificate Principal Balance
of the Mezzanine Certificates and the Class CE-1 Certificates, calculated after
taking into account distribution of the Group I Principal Distribution Amount
and Group II Principal Distribution Amount to Holders of the Certificates then
entitled to distributions thereof on the related Distribution Date by (y) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period).
“Senior
Interest Distribution Amount”: With respect to any Distribution Date and each
Class of Class A Certificates, an amount equal to the sum of the Interest
Distribution Amount for such Class for such Distribution Date and the Interest
Carry Forward Amount, if any, for such Class for such Distribution
Date.
“Senior
Principal Distribution Amount”: With respect to any Distribution
Date, an amount equal to the sum of (i) the Group I Senior Principal
Distribution Amount and (ii) the Group II Senior Principal Distribution
Amount.
“Servicer”: Ameriquest
Mortgage Company, or any successor appointed as herein provided, in its capacity
as the Servicer hereunder.
“Servicer
Event of Default”: One or more of the events described in Section
7.01(a).
“Servicer
Prepayment Charge Payment Amount”: The amounts payable by the Servicer in
respect of any waived Prepayment Charges pursuant to Section 3.01.
“Servicer
Remittance Date”: With
respect to any Distribution Date, the 20th day of
the
calendar month in which such Distribution Date occurs or, if such 20th day is
not a
Business Day, the immediately succeeding Business Day.
“Servicing
Account”: The account or accounts created and maintained pursuant to Section
3.09.
“Servicing
Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the
Servicer in connection with a default, delinquency or other unanticipated event
by the Servicer in the performance of its servicing obligations, including,
but
not limited to, the cost of (i) the preservation, restoration, inspection and
protection of a Mortgaged Property, (ii) any enforcement, administration or
judicial proceedings, including foreclosures, in respect of a particular
Mortgage Loan, including any expenses incurred in relation to any such
proceedings that result from the Mortgage Loan being registered on the MERS
System, (iii) the management (including reasonable fees in connection therewith)
and liquidation of any REO Property, (iv) taxes, assessments, water rates,
sewer
rents and other charges which are or may become a lien upon the Mortgage
Property and (v) the performance of its obligations under Section 3.01, Section
3.09, Section 3.13, Section 3.14, Section 3.16 and Section
3.23. Servicing Advances shall also include any reasonable
“out-of-pocket” costs and expenses (including legal fees) incurred by the
Servicer in connection with executing and recording instruments of satisfaction,
deeds of reconveyance or Assignments of Mortgage in connection with any
foreclosure in respect of any Mortgage Loan to the extent not recovered from
the
related Mortgagor or otherwise payable under this Agreement. The
Servicer shall not be required to make any Servicing Advance in respect of
a
Mortgage Loan or REO Property that, in the good faith business judgment of
the
Servicer would not be ultimately recoverable from related Insurance Proceeds
or
Liquidation Proceeds on such Mortgage Loan or REO Property as provided
herein. The Servicer shall not be required to make any Servicing
Advance that would be a Nonrecoverable Advance.
“Servicing
Criteria” means the criteria set forth in paragraph (d) of Item 1122 of
Regulation AB, as such may be amended from time to time.
“Servicing
Fee”: With respect to each Mortgage Loan, the amount of the annual fee paid to
the Servicer, which shall, for a period of one full month (or in the event
of
any payment of interest which accompanies a Principal Prepayment in full made
by
the Mortgagor during such calendar month, interest for the number of days
covered by such payment of interest), be equal to one-twelfth of the product
of
(a) the Servicing Fee Rate (without regard to the words “per annum”) and (b) the
outstanding principal balance of such Mortgage Loan less an amount to be
retained by the Servicing Rights Owner as agreed to between the Servicing Rights
Owner and the Servicer; provided, that if the Backup Servicer becomes the
successor servicer, the Servicing Fee shall be as provided in the Backup
Servicing Agreement. Such fee shall be payable monthly, computed on
the basis of the same principal amount and period respecting which any related
interest payment on a Mortgage Loan is received. The obligation for
payment of the Servicing Fee is limited to, and the Servicing Fee is payable
solely from, the interest portion (including recoveries with respect to interest
from Liquidation Proceeds) of such Monthly Payment collected by the Servicer,
or
as otherwise provided under Section 3.11.
“Servicing
Fee Rate”: With respect to each Mortgage Loan, the rate of 0.500% per
annum.
“Servicing
Function Participant”: Any Sub-Servicer or Subcontractor,
participating in the servicing function within the meaning of Item 1122 of
Regulation AB, of the Servicer, the Master Servicer, the Custodian or the Trust
Administrator, respectively. For the avoidance of doubt, the
Custodian shall be considered a Servicing Function Participant without regard
to
the threshold percentage set forth in instruction 2 of Item 1122 of Regulation
AB, provided, however, the parties hereto agree that duties and obligations
of
Citibank, in its capacity as a Servicing Function Participant, shall be solely
governed pursuant to the terms of the Custodial Agreement.
“Servicing
Officer”: Any employee of the Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans, whose name appears on a
list
of Servicing Officers furnished by the Servicer to the Master Servicer, the
Trust Administrator, the Trustee and the Depositor, upon request, as such list
may from time to time be amended. With respect to the Master
Servicer, any officer of the Master Servicer involved in or responsible for,
the
administration and master servicing of the Mortgage Loans whose name appears
on
a list of master Servicing Officers furnished by the Master Servicer to the
Trustee, the Trust Administrator and the Depositor upon request, as such list
may from time to time be amended.
“Servicing
Rights”: With respect to any Mortgage Loan, any and all of the following: (a)
the right to terminate the Servicer as servicer of such Mortgage Loan, with
or
without cause (for clarification purposes, the Master Servicer will also have
the right to terminate the Servicer as Servicer of the Mortgage Loans for
cause); (b) the right to transfer the Servicing Rights and/or all servicing
obligations with respect to such Mortgage Loan; (c) the right to receive the
Servicing Fee, less an amount to be retained by the Servicer as its servicing
compensation as agreed to by the Servicing Rights Owner and the Servicer and
(d)
all powers and privileges incident to any of the foregoing.
“Servicing
Rights Owner”: The Sponsor or any successor or assign of the
Sponsor.
“Servicing
Transfer Costs”: Shall mean all reasonable out-of-pocket costs and expenses
incurred by the Trustee, the Master Servicer or the Backup Servicer in
connection with the transfer of servicing from a predecessor servicer,
including, without limitation, any reasonable costs or expenses associated
with
the complete transfer of all servicing data and the completion, correction
or
manipulation of such servicing data as may be required by the Trustee, the
Master Servicer or the Backup Servicer to correct any errors or insufficiencies
in the servicing data or otherwise to enable the Trustee, the Master Servicer
or
the Backup Servicer to service the Mortgage Loans properly and
effectively.
“Significance
Percentage”: With respect to the Interest Rate Cap Agreement or the
Interest Rate Swap Agreement, the percentage equivalent of a fraction, the
numerator of which is (I) the present value (such calculation of present value
using the two-year swaps rate made available at Bloomberg Financial Markets,
L.P.) of the aggregate amount payable under the Interest Rate Cap Agreement
or
the Interest Rate Swap Agreement, as applicable, (assuming that one-month LIBOR
for each remaining Calculation Period (as defined in the Interest Rate Cap
Agreement or the Interest Rate Swap Agreement, as applicable) beginning with
the
Calculation Period immediately following the related Distribution Date is equal
to the sum of (a) the one-month LIBOR rate for each remaining Calculation Period
made available at Bloomberg Financial Markets, L.P. by taking the following
steps: (1) typing in the following keystrokes: fwcv , us , 3 ; (2) the Forwards
shall be set to “1-Mo”; (3) the Intervals shall be set to “1-Mo”; and (4) the
Points shall be set to equal the remaining term of the Interest Rate Cap
Agreement or the Interest Rate Swap Agreement, as applicable, in months and
the
Trust Administrator shall click (provided that the Depositor shall notify the
Trust Administrator in writing of any changes to such keystrokes), (b) the
percentage equivalent of a fraction, the numerator of which is 2.00% and the
denominator of which is the initial number of Distribution Dates on which the
Trust Administrator is entitled to receive payments under the Interest Rate
Cap
Agreement or the Interest Rate Swap Agreement, as applicable (the “Add-On
Amount”) and (c) the Add-On Amount for each previous period) and the denominator
of which is (II) the aggregate Certificate Principal Balance of the Floating
Rate Certificates on such Distribution Date (after giving effect to all
distributions on such Distribution Date).
“Single
Certificate”: With respect to any Class of Certificates (other than the Residual
Certificates), a hypothetical Certificate of such Class evidencing a Percentage
Interest for such Class corresponding to an initial Certificate Principal
Balance or Notional Amount of $1,000. With respect to the Class P and the
Residual Certificates, a hypothetical Certificate of such Class evidencing
a 20%
Percentage Interest in such Class.
“Sponsor”:
Citigroup Global Markets Realty Corp. or its successor in interest.
“Startup
Day”: With respect to any Trust REMIC, the day designated as such pursuant to
Section 10.01(b) hereof.
“Stated
Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, the Scheduled Principal Balance of such Mortgage Loan
as
of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum
of
(i) the principal portion of each Monthly Payment due on a Due Date subsequent
to the Cut-off Date, to the extent received from the Mortgagor or advanced
by
the Servicer and distributed pursuant to Section 4.01 on or before such date
of
determination, (ii) all Principal Prepayments received after the Cut-off Date,
to the extent distributed pursuant to Section 4.01 on or before such date of
determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied
by
the Servicer as recoveries of principal in accordance with the provisions of
Section 3.16, to the extent distributed pursuant to Section 4.01 on or before
such date of determination, and (iv) any Realized Loss incurred with respect
thereto as a result of a Deficient Valuation made during or prior to the
Prepayment Period for the most recent Distribution Date coinciding with or
preceding such date of determination; and (b) as of any date of determination
coinciding with or subsequent to the Distribution Date on which the proceeds,
if
any, of a Liquidation Event with respect to such Mortgage Loan would be
distributed, zero. With respect to any REO Property: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property
would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of the Trust Fund, minus, the principal portion of
Monthly Payments that would have become due on such related Mortgage Loan after
such REO Property was acquired if such Mortgage Loan had not been converted
to
an REO Property, to the extent advanced by the Servicer and distributed pursuant
to Section 4.01 on or before such date of determination; and (b) as of any
date
of determination coinciding with or subsequent to the Distribution Date on
which
the proceeds, if any, of a Liquidation Event with respect to such REO Property
would be distributed, zero.
“Stayed
Funds”: If the Servicer is the subject of a proceeding under the federal
Bankruptcy Code and the making of any payment required to be made under the
terms of the Certificates and this Agreement is prohibited by Section 362 of
the
federal Bankruptcy Code, funds which are in the custody of the Servicer, a
trustee in bankruptcy or a federal bankruptcy court and should have been the
subject of such Remittance absent such prohibition.
“Stepdown
Date”: The earlier to occur of (i) the Distribution Date immediately following
the Distribution Date on which the aggregate Certificate Principal Balance
of
the Class A Certificates has been reduced to zero and (ii) the later to occur
of
(a) the Distribution Date occurring in July 2010 and (b) the first Distribution
Date on which the Senior Enhancement Percentage (calculated for this purpose
only after taking into account distributions of principal on the Mortgage Loans
but prior to any distribution of the Group I Principal Distribution Amount
and
the Group II Principal Distribution Amount to the Certificates then entitled
to
distributions of principal on such Distribution Date) is equal to or greater
than 55.60%.
“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the
overall servicing of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
under
the direction or authority of the Servicer (or a Sub-Servicer), the Master
Servicer, the Custodian or the Trust Administrator. To the extent the
Backup Servicer becomes the successor servicer, “Subcontractor” shall have the
meaning set forth in the Addendum Regulation AB.
“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Servicer, and is
responsible for the performance (whether directly or through Sub-Servicers
or
Subcontractors) of servicing functions required to be performed under this
Agreement, any related Servicing Agreement or any sub-servicing agreement that
are identified in Item 1122(d) of Regulation AB. To the extent the
Backup Servicer becomes the successor servicer, “Sub-Servicer” shall have the
meaning set forth in the Addendum Regulation AB; provided, however, that any
Sub-Servicer must meet the qualifications of a Sub-Servicer pursuant to Section
3.02.
“Sub-Servicing
Account”: An account established by a Sub-Servicer which meets the requirements
set forth in Section 3.08 and is otherwise acceptable to the
Servicer.
“Sub-Servicing
Agreement”: The written contract between the Servicer and a Sub-Servicer
relating to servicing and administration of certain Mortgage Loans as provided
in Section 3.02.
“Subsequent
Recoveries”: As of any Distribution Date, amounts received by the Trust Fund
(net of any related expenses permitted to be reimbursed to the related
Sub-Servicer, the Servicer or the Master Servicer from such amounts under the
related Sub-Servicing Agreement or hereunder) specifically related to a Mortgage
Loan that was the subject of a liquidation or an REO Disposition prior to the
related Prepayment Period that resulted in a Realized Loss.
“Substitution
Shortfall Amount”: As defined in Section 2.03(d) hereof.
“Successful
Auction”: An auction held pursuant to Section 9.03 at which at least
three Qualified Bidders submitted bids and at least one of those bids was an
Acceptable Bid Amount.
“Successor
Servicer”: Upon the removal of the Servicer, the entity appointed to
be the successor servicer hereunder which shall be (a) the Backup Servicer
for
so long as the Backup Servicer is a party hereto, (b) the Master Servicer (or
such other successor servicer appointed by the Master Servicer hereunder) for
so
long as the Backup Servicer is not a party hereto or is otherwise ineligible
to
act as successor servicer hereunder or (c) the Trustee (or such other successor
servicer appointed by the Trustee hereunder) if the removed Servicer was the
Master Servicer.
“Supplemental
Interest Trust”: As defined in Section 4.09.
“Supplemental
Interest Trust Trustee”: Xxxxx Fargo Bank, N.A., not in its
individual capacity but solely in its capacity as Supplemental Interest Trust
Trustee, and any successor thereto.
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.09. The Swap Account must be an Eligible Account.
“Swap
Credit Support Annex”: The credit support annex, dated the Closing
Date, between the Supplemental Interest Trust Trustee and the Swap Provider,
which is annexed to and forms part of the Swap Agreement.
“Swap
Expense Fee Rate”: With respect to each Distribution Date, an amount,
expressed as a per annum rate, equal to the product of 12 and a fraction, the
numerator of which is the sum of any Net Swap Payment and any Swap Termination
Payment (other than any Swap Termination Payment resulting from a Swap Provider
Trigger Event) owed to the Swap Provider for such Distribution Date and the
denominator of which is the outstanding Stated Principal Balances of the
Mortgage Loans as of the first day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period)
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Pass-Through
Rate
due to a discrepancy between the Uncertificated Notional Amount of REMIC VII
Regular Interest SWAP IO and the scheduled notional amount.
“Swap
LIBOR”: A per annum
rate equal to the floating rate payable by the Swap Provider under the
Interest Rate
Swap
Agreement.
“Swap
Provider”: The swap provider under the Swap
Agreement. Initially, the Swap Provider shall be Citibank,
N.A.
“Swap
Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
an Event of Default under the Interest Rate Swap Agreement with respect to
which
the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap
Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
with
respect to which the Swap Provider is the sole Affected Party (as defined in
the
Interest Rate Swap Agreement) or (iii) an Additional Termination Event under
the
Interest Rate Swap Agreement with respect to which the Swap Provider is the
sole
Affected Party.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on
behalf of any Trust REMIC due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information reports or returns
that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
“Termination
Price”: As defined in Section 9.01.
“Terminator”:
As defined in Section 9.01.
“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form
of
assignment of any Ownership Interest in a Certificate.
“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a
Certificate.
“Transferor”:
Any Person who is disposing by Transfer of any Ownership Interest in a
Certificate.
“Trigger
Event”: A Trigger Event is in effect on any Distribution Date on or after the
Stepdown Date if:
(a) the
Delinquency Percentage exceeds 28.70% of the Senior Enhancement Percentage
for
the prior Distribution Date; or
(b) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (reduced by the aggregate amount of
Subsequent Recoveries received since the Cut-off Date through the last day
of
the related Due Period) divided by aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date exceeds the applicable percentages set
forth below with respect to such Distribution Date (the “Realized Loss
Percentage”):
|
Distribution
Date Occurring In
|
Percentage
|
|
July
2009 through June 2010
|
1.60%for
the first month plus an additional 1/12th of 1.95% for each month
thereafter
|
|
July
2010 through June 2011
|
3.55%for
the first month plus an additional 1/12th of 2.10% for each month
thereafter
|
|
July
2011 through June 2012
|
5.65%for
the first month plus an additional 1/12th of 1.65%% for each month
thereafter
|
|
July
2012 through June 2013
|
7.30%for
the first month plus an additional 1/12th of 0.95% for each month
thereafter
|
|
July
2013 and thereafter
|
8.25%
|
“Trust”: Citigroup
Mortgage Loan Trust 2007-AMC4.
“Trust
Administrator”: Xxxxx Fargo Bank, N.A., or its successor in interest, or any
successor trust administrator appointed as herein provided.
“Trust
Fund”: Collectively, all of the assets of each Trust REMIC, the Net WAC Rate
Carryover Reserve Account, the Interest Rate Cap Agreement, distributions made
to the Trust Administrator by the Cap Administrator under the Cap Administration
Agreement and the Cap Account, the Interest Rate Swap Agreement, the Swap
Account, the Supplemental Interest Trust, Servicer Prepayment Charge Payment
Amounts and the other assets conveyed by the Depositor to the Trustee pursuant
to Section 2.01. Notwithstanding the foregoing, however, the Trust
Fund specifically excludes all Servicing Rights with respect to the Mortgage
Loans.
“Trust
REMIC”: Any of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V, REMIC VI or
REMIC VII.
“Trustee”:
U.S. Bank National Association, or its successor in interest, or any successor
trustee appointed as herein provided.
“Uncertificated
Balance”: The amount of any REMIC Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Balance of
each REMIC Regular Interest shall equal the amount set forth in the Preliminary
Statement hereto as its initial Uncertificated Balance. On each Distribution
Date, the Uncertificated Balance of each REMIC Regular Interest shall be reduced
by all distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 4.01 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.04. The Uncertificated Balance of REMIC II
Regular Interest LTZZ shall be increased by interest deferrals as provided
in
Section 4.01. With respect to the Class CE Interest as of any date of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC II Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Floating Rate Certificates
and the Class P Certificates then outstanding. The Uncertificated Principal
Balance of each REMIC Regular Interest that has an Uncertificated Principal
Balance shall never be less than zero.
“Uncertificated
Interest”: With respect to any REMIC Regular Interest for any Distribution Date,
one month’s interest at the related REMIC Remittance Rate applicable to such
REMIC Regular Interest for such Distribution Date, accrued on the Uncertificated
Balance thereof immediately prior to such Distribution Date. Uncertificated
Interest in respect of any REMIC Regular Interest shall accrue on the basis
of a
360-day year consisting of twelve 30-day months. Uncertificated Interest with
respect to each Distribution Date, as to any REMIC Regular Interest, shall
be
reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest
Shortfall, if any, for such Distribution Date to the extent not covered by
payments pursuant to Section 3.24 and (b) the aggregate amount of any Relief
Act
Interest Shortfall, if any allocated, in each case, to such REMIC Regular
Interest pursuant to Section 1.02. In addition, Uncertificated
Interest with respect to each Distribution Date, as to any REMIC Regular
Interest shall be reduced by Realized Losses, if any, allocated to such REMIC
Regular Interest pursuant to Section 1.02 and Section 4.04.
“Uncertificated
Notional Amount”: With respect to REMIC II Regular Interest LTIO and
each Distribution Date listed below, the aggregate Uncertificated Balance of
the
REMIC I Regular Interests ending with the designation “A” listed
below:
|
Distribution
Date
|
REMIC
I Regular Interests
|
|
1st
through
13th
|
I-1-A
through I-46-A and II-1-A through II-46-A
|
|
14
|
I-2-A
through I-46-A and II-2-A through II-46-A
|
|
15
|
I-3-A
through I-46-A and II-3-A through II-46-A
|
|
16
|
I-4-A
through I-46-A and II-4-A through II-46-A
|
|
17
|
I-5-A
through I-46-A and II-5-A through II-46-A
|
|
18
|
I-6-A
through I-46-A and II-6-A through II-46-A
|
|
19
|
I-7-A
through I-46-A and II-7-A through II-46-A
|
|
20
|
I-8-A
through I-46-A and II-8-A through II-46-A
|
|
21
|
I-9-A
through I-46-A and II-9-A through II-46-A
|
|
22
|
I-10-A
through I-46-A and II-10-A through II-46-A
|
|
23
|
I-11-A
through I-46-A and II-11-A through II-46-A
|
|
24
|
I-12-A
through I-46-A and II-12-A through II-46-A
|
|
25
|
I-13-A
through I-46-A and II-13-A through II-46-A
|
|
26
|
I-14-A
through I-46-A and II-14-A through II-46-A
|
|
27
|
I-15-A
through I-46-A and II-15-A through II-46-A
|
|
28
|
I-16-A
through I-46-A and II-16-A through II-46-A
|
|
29
|
I-17-A
through I-46-A and II-17-A through II-46-A
|
|
30
|
I-18-A
through I-46-A and II-18-A through II-46-A
|
|
31
|
I-19-A
through I-46-A and II-19-A through II-46-A
|
|
32
|
I-20-A
through I-46-A and II-20-A through II-46-A
|
|
33rd
through
36th
|
I-21-A
through I-46-A and II-21-A through II-46-A
|
|
37
|
I-22-A
through I-46-A and II-22-A through II-46-A
|
|
38
|
I-23-A
through I-46-A and II-23-A through II-46-A
|
|
39
|
I-24-A
through I-46-A and II-24-A through II-46-A
|
|
40
|
I-25-A
through I-46-A and II-25-A through II-46-A
|
|
41
|
I-26-A
through I-46-A and II-26-A through II-46-A
|
|
42
|
I-27-A
through I-46-A and II-27-A through II-46-A
|
|
43
|
I-28-A
through I-46-A and II-28-A through II-46-A
|
|
44
|
I-29-A
through I-46-A and II-29-A through II-46-A
|
|
45
|
I-30-A
through I-46-A and II-30-A through II-46-A
|
|
46
|
I-31-A
through I-46-A and II-31-A through II-46-A
|
|
47
|
I-32-A
through I-46-A and II-32-A through II-46-A
|
|
48
|
I-33-A
through I-46-A and II-33-A through II-46-A
|
|
49
|
I-34-A
through I-46-A and II-34-A through II-46-A
|
|
50
|
I-35-A
through I-46-A and II-35-A through II-46-A
|
|
51
|
I-36-A
through I-46-A and II-36-A through II-46-A
|
|
52
|
I-37-A
through I-46-A and II-37-A through II-46-A
|
|
51
|
I-38-A
through I-46-A and II-38-A through II-46-A
|
|
51
|
I-39-A
through I-46-A and II-39-A through II-46-A
|
|
55
|
I-40-A
through I-46-A and II-40-A through II-46-A
|
|
56
|
I-41-A
through I-46-A and II-41-A through II-46-A
|
|
57
|
I-42-A
through I-46-A and II-42-A through II-46-A
|
|
58
|
I-43-A
through I-46-A and II-43-A through II-46-A
|
|
59
|
I-44-A
through I-46-A and II-44-A through II-46-A
|
|
60
|
I-45-A
and I-46-A and II-45-A and II-46-A
|
|
61
|
I-46-A
and II-46-A
|
|
thereafter
|
$0.00
|
“Uninsured
Cause”: Any cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the hazard insurance
policies required to be maintained pursuant to Section 3.14.
“United
States Person”: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of,
the
United States, any State thereof or the District of Columbia (except, in the
case of a partnership, to the extent provided in regulations); provided that,
for purposes solely of the restrictions on the transfer of the Residual
Certificates, no partnership or other entity treated as a partnership for United
States federal income tax purposes shall be treated as a United States Person
unless all persons that own an interest in such partnership either directly
or
through any entity that is not a corporation for United States federal income
tax purposes are required by the applicable operative agreement to be United
States Persons, or an estate whose income is subject to United States federal
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States Persons have the authority to control all
substantial decisions of the trust. To the extent prescribed in regulations
by
the Secretary of the Treasury, which have not yet been issued, a trust which
was
in existence on August 20, 1996 (other than a trust treated as owned by the
grantor under subpart E of part I of subchapter J of chapter 1 of the Code),
and
which was treated as a United States person on August 20, 1996 may elect to
continue to be treated as a United States person notwithstanding the previous
sentence. The term “United States” shall have the meaning set forth in Section
7701 of the Code.
“Value”:
With respect to any Mortgaged Property, the lesser of (i) the value thereof
as
determined by an appraisal made for the related Originator of the Mortgage
Loan
at the time of origination of the Mortgage Loan and (ii) the purchase price
paid
for the related Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is based solely upon the value determined
by an appraisal made for the related Originator of such Refinanced Mortgage
Loan
at the time of origination of such Refinanced Mortgage Loan by an
appraiser.
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. With respect to any date of determination, 98%
of
all Voting Rights will be allocated among the holders of the Class A
Certificates, the Mezzanine Certificates, the Class CE-1 Certificates and the
Class CE-2 Certificates in proportion to the then outstanding Certificate
Principal Balances of their respective Certificates, 1% of all Voting Rights
will be allocated to the holders of the Class P Certificates and 1% of all
Voting Rights will be allocated among the holders of the Residual Certificates.
The Voting Rights allocated to each Class of Certificate shall be allocated
among Holders of each such Class in accordance with their respective Percentage
Interests as of the most recent Record Date.
“Winning
Bidder”: With respect to a Successful Auction, the Qualified Bidder
that bids the highest price.
|
SECTION
1.02
|
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the Interest Distribution Amount for the Floating Rate
Certificates and the Class CE-1 Certificates for any Distribution Date, the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Servicer pursuant to Section 3.24) and any Relief
Act
Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to the Class CE-1 Certificates
based
on, and to the extent of, one month’s interest at the then applicable
Pass-Through Rate on the Notional Amount of the Class CE-1 Certificates and,
thereafter, among the Floating Rate Certificates on a pro rata basis
based on, and to the extent of, one month’s interest at the then applicable
respective Pass-Through Rate on the respective Certificate Principal Balance
of
each such Certificate immediately prior to such Distribution Date.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
I
Group I Regular Interests for any Distribution Date, the aggregate amount of
any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls
incurred in respect of Group I Mortgage Loans shall be allocated first, to
REMIC
I Regular Interest I and to the REMIC I Group I Regular Interests ending with
the designation “B”, pro rata based on, and to the extent of, one
month’s interest at the then applicable respective REMIC I Remittance Rates on
the respective Uncertificated Principal Balances of each such REMIC I Regular
Interest, and then, to REMIC I Group I Regular Interests ending with the
designation “A”, pro rata based on, and to the extent of, one month’s interest
at the then applicable respective REMIC I Remittance Rates on the respective
Uncertificated Balances of each such REMIC I Regular Interest.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
I
Group II Regular Interests for any Distribution Date, the aggregate amount
of
any Prepayment Interest Shortfalls (to the extent not covered by payments by
the
Servicer pursuant to Section 3.24) and any Relief Act Interest Shortfalls
incurred in respect of Group II Mortgage Loans shall be allocated first, to
REMIC I Regular Interest II and to the REMIC I Group II Regular Interests ending
with the designation “B”, pro rata based on, and to the extent of, one
month’s interest at the then applicable respective REMIC I Remittance Rates on
the respective Uncertificated Principal Balances of each such REMIC I Regular
Interest, and then, to REMIC I Group II Regular Interests ending with the
designation “A”, pro rata based on, and to the extent of, one month’s interest
at the then applicable respective REMIC I Remittance Rates on the respective
Uncertificated Balances of each such REMIC I Regular Interest.
For
purposes of calculating the amount of Uncertificated Interest for the REMIC
II
Regular Interests for any Distribution Date:
(A) The
REMIC II Marker Allocation Percentage of the aggregate amount of any Prepayment
Interest Shortfalls (to the extent not covered by payments by the Servicer
pursuant to Section 3.24) and the REMIC II Marker Allocation Percentage of
any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated among REMIC II Regular Interest LTAA,
REMIC
II Regular Interest LTA1, REMIC II Regular Interest LTA2A, REMIC II Regular
Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II Regular Interest
LTA2D, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2, REMIC
II
Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular Interest
LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7, REMIC
II
Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular Interest
LTM10, REMIC II Regular Interest LTM11 and REMIC II Regular Interest LTZZ
pro rata based on, and to the extent of, one month’s interest at the
then applicable respective REMIC II Remittance Rate on the respective
Uncertificated Balance of each such REMIC II Regular Interest; and
(B) The
REMIC II Sub WAC Allocation Percentage of the aggregate amount of any Prepayment
Interest Shortfalls (to the extent not covered by payments by the Servicer
pursuant to Section 3.24) and the REMIC II Sub WAC Allocation Percentage of
any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
any
Distribution Date shall be allocated first, to Uncertificated Interest payable
to REMIC II Regular Interest LT1SUB, REMIC II Regular Interest LT1GRP, REMIC
II
Regular Interest LT2SUB, REMIC II Regular Interest LT2GRP and REMIC II Regular
Interest LTXX, pro rata based on, and to the extent of, one month’s
interest at the then applicable respective REMIC II Remittance Rate on the
respective Uncertificated Balance of each such REMIC II Regular
Interest.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trustee without recourse
for the benefit of the Certificateholders all the right, title and interest
of
the Depositor, including any security interest therein for the benefit of the
Depositor, in and to the Mortgage Loans identified on the Mortgage Loan
Schedule, the rights of the Depositor under the Mortgage Loan Purchase
Agreement, payments made to the Trust Administrator by the Cap Administrator
under the Cap Administration Agreement, the Cap Account, the Interest Rate
Swap
Agreement and Swap Account, and all other assets included or to be included
in
REMIC I. Such assignment includes all interest and principal received by the
Depositor or the Servicer on or with respect to the Mortgage Loans (other than
payments of principal and interest due on such Mortgage Loans on or before
the
Cut-off Date); provided that such assignment shall not include any Servicing
Rights. The Depositor herewith delivers to the Trustee and the Trust
Administrator an executed copy of the Mortgage Loan Purchase Agreement, and
the
Trustee and the Trust Administrator acknowledge receipt of the same on behalf
of
the Certificateholders.
Notwithstanding
anything provided herein to the contrary, each of the parties hereto agrees
and
acknowledges that, notwithstanding the transfer, conveyance and assignment
of
the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement,
the Servicing Rights Owner remains the sole and exclusive owner of the Servicing
Rights.
In
connection with such transfer and assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee or the Custodian on its behalf, the following
documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan
so transferred and assigned:
(i) The
Mortgage Note, endorsed by manual or facsimile signature without recourse by
the
related Originator or an Affiliate of such 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 such Originator and from such Affiliate
to the Trustee;
(ii) The
original recorded Mortgage, noting the presence of the MIN of the Mortgage
Loan,
if applicable, and language indicating that the Mortgage Loan is a MOM Loan
if
the Mortgage Loan is a MOM Loan, with evidence of recording thereon or a copy
of
the Mortgage certified by the public recording office in those jurisdictions
where the public recording office retains the original;
(iii) Unless
the Mortgage Loan is registered on the MERS® System, an assignment from the
related Originator or an Affiliate of such Originator to the Trustee in blank
or
in recordable form of the Mortgage which may be included, where permitted by
local law, in a blanket assignment or assignments of the Mortgage to the
Trustee, including any intervening assignments and showing a complete chain
of
title from the original mortgagee named under the Mortgage to the Person
assigning the Mortgage Loan to the Trustee (or to MERS, noting the presence
of
the MIN, if the Mortgage Loan is registered on the MERS® System);
(iv) Any
original assumption, modification, buydown or conversion-to- fixed-interest-rate
agreement applicable to the Mortgage Loan; and
(v) The
original or a copy of the title insurance policy (which may be a certificate
or
a short form policy relating to a master policy of title insurance) pertaining
to the Mortgaged Property, or in the event such original title policy is
unavailable, a copy of the preliminary title report and the lender’s recording
instructions, with the original to be delivered within 180 days of the Closing
Date or an attorney’s opinion of title in jurisdictions where such is the
customary evidence of title; or in the event such original or copy of the title
insurance policy is unavailable, a written commitment or uniform binder or
preliminary report of title issued by the title insurance or escrow
company.
In
instances where an original recorded Mortgage cannot be delivered by the
Depositor to the Trustee (or the Custodian on behalf of the Trustee) prior
to or
concurrently with the execution and delivery of this Agreement, due to a delay
in connection with the recording of such Mortgage, the Depositor may, (a) in
lieu of delivering such original recorded Mortgage referred to in clause (ii)
above, deliver to the Trustee (or the Custodian on behalf of the Trustee) a
copy
thereof, provided that the Depositor certifies that the original Mortgage has
been delivered to a title insurance company for recordation after receipt of
its
policy of title insurance or binder therefor (which may be a certificate
relating to a master policy of title insurance), and (b) in lieu of delivering
the completed assignment in recordable form referred to in clause (iii) above
to
the Trustee (or the Custodian on behalf of the Trustee), deliver such assignment
to the Trustee (or the Custodian on behalf of the Trustee) completed except
for
recording information. In all such instances, the Depositor will deliver the
original recorded Mortgage and completed assignment (if applicable) to the
Trustee (or the Custodian on behalf of the Trustee) promptly upon receipt of
such Mortgage. In instances where an original recorded Mortgage has been lost
or
misplaced, the Depositor or the related title insurance company may deliver,
in
lieu of such Mortgage, a copy of such Mortgage bearing recordation information
and certified as true and correct by the office in which recordation thereof
was
made. In instances where the original or a copy of the title insurance policy
referred to in clause (v) above (which may be a certificate relating to a master
policy of title insurance) pertaining to the Mortgaged Property relating to
a
Mortgage Loan cannot be delivered by the Depositor to the Trustee (or the
Custodian on behalf of the Trustee) prior to or concurrently with the execution
and delivery of this Agreement because such policy is not yet available, the
Depositor may, in lieu of delivering the original or a copy of such title
insurance referred to in clause (v) above, deliver to the Trustee (or the
Custodian on behalf of the Trustee) a binder with respect to such policy (which
may be a certificate relating to a master policy of title insurance) and deliver
the original or a copy of such policy (which may be a certificate relating
to a
master policy of title insurance) to the Trustee (or the Custodian on behalf
of
the Trustee) within 180 days of the Closing Date. In instances where an original
assumption, modification, buydown or conversion-to-fixed- interest-rate
agreement cannot be delivered by the Depositor to the Trustee (or the Custodian
on behalf of the Trustee) prior to or concurrently with the execution and
delivery of this Agreement, the Depositor may, in lieu of delivering the
original of such agreement referred to in clause (iv) above, deliver a certified
copy thereof.
To
the
extent not already recorded, except with respect to any Mortgage Loan for which
MERS is identified on the Mortgage or on a properly recorded assignment of
the
Mortgage as the mortgagee of record, the Servicer, at the expense of the Sponsor
shall promptly (and in no event later than five Business Days following the
later of the Closing Date and the date of receipt by the Servicer of the
recording information for a Mortgage) submit or cause to be submitted for
recording, at no expense to any Trust REMIC, in the appropriate public office
for real property records, each Assignment delivered to it pursuant to (iii)
above. In the event that any such Assignment is lost or returned
unrecorded because of a defect therein, the Servicer, at the expense of the
Sponsor, shall promptly prepare or cause to be prepared a substitute Assignment
or cure or cause to be cured such defect, as the case may be, and thereafter
cause each such Assignment to be duly recorded.
Notwithstanding
the foregoing, but without limiting the requirement that such Assignments be
in
recordable form, neither the Servicer nor the Trustee shall be required to
submit or cause to be submitted for recording any Assignment delivered to it
or
the Custodian pursuant to (iii) above if such recordation shall not, as of
the
Closing Date, be required by the Rating Agencies, as a condition to their
assignment on the Closing Date of their initial ratings to the Certificates,
as
evidenced by the delivery by the Rating Agencies of their ratings letters on
the
Closing Date; provided, however, notwithstanding the foregoing, the Servicer
shall submit each Assignment for recording, at no expense to the Trust Fund
or
the Servicer, upon the earliest to occur of: (A) reasonable direction by Holders
of Certificates entitled to at least 25% of the Voting Rights, (B) the
occurrence of a Servicer Event of Default, (C) the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Sponsor, (D) the occurrence of a
servicing transfer as described in Section 7.02 of this Agreement and (E) with
respect to any one Assignment the occurrence of a foreclosure relating to the
Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the
Sponsor fails to pay the cost of recording the Assignments, such expense will
be
paid by the Servicer and the Servicer shall be reimbursed for such expenses
by
the Trust as Servicing Advances. In the event an Assignment of
Mortgage is not recorded with respect to a Mortgage Loan, neither the Trustee
nor the Servicer will have any obligation for its failure to receive or act
on
notices with respect to such Mortgage Loan that the Trustee or the Servicer
would have received had such Assignment of Mortgage been recorded.
In
connection with the assignment of any Mortgage Loan registered on the MERS
System, the Depositor further agrees that it will cause, within 30 Business
Days
after the Closing Date, the MERS System to indicate that such Mortgage Loans
have been assigned by the Depositor to the Trustee in accordance with this
Agreement for the benefit of the Certificateholders by including in such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field “Pool Field” which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The
Depositor further agrees that it will not, and will not permit the Servicer
to,
and the Servicer agrees that it will not and will not permit a Sub-Servicer
to,
alter the codes referenced in this paragraph with respect to any Mortgage Loan
during the term of this Agreement unless and until such Mortgage Loan is
repurchased in accordance with the terms of this Agreement.
With
respect to a maximum of 5.00% of the Original Mortgage Loans, by outstanding
principal balance of the Original Mortgage Loans as of the Cut-off Date, if
any
original Mortgage Note referred to in (i) above cannot be located, the
obligations of the Depositor to deliver such documents shall be deemed to be
satisfied upon delivery to the Trustee (or the Custodian on behalf of the
Trustee) of a photocopy of such Mortgage Note, if available, with a lost note
affidavit. If any of the original Mortgage Notes for which a lost note affidavit
was delivered to the Trustee (or the Custodian on behalf of the Trustee) is
subsequently located, such original Mortgage Note shall be delivered to the
Trustee (or the Custodian on behalf of the Trustee) within three Business
Days.
The
Depositor shall deliver or cause to be delivered to the Trustee (or the
Custodian on behalf of the Trustee) promptly upon receipt thereof any other
original documents constituting a part of a Mortgage File received with respect
to any Mortgage Loan, including, but not limited to, any original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan.
All
original documents relating to the Mortgage Loans that are not delivered to
the
Trustee (or the Custodian on behalf of the Trustee) are and shall be held by
or
on behalf of the Sponsor, the Depositor or the Servicer, as the case may be,
in
trust for the benefit of the Trustee on behalf of the Certificateholders. In
the
event that any such original document is required pursuant to the terms of
this
Section to be a part of a Mortgage File, such document shall be delivered
promptly to the Trustee (or the Custodian on behalf of the Trustee). Any such
original document delivered to or held by the Depositor that is not required
pursuant to the terms of this Section to be a part of a Mortgage File, shall
be
delivered promptly to the Servicer.
Wherever
it is provided in this Section 2.01 that any document, evidence or information
relating to a Mortgage Loan be delivered or supplied to the Trustee, the
Depositor shall do so by delivery thereof to the Trustee or the Custodian on
behalf of the Trustee.
The
Depositor and the Trustee hereto understand and agree that it is not intended
that any Mortgage Loan be included in the Trust that is a high-cost home loan
as
defined by the Homeownership and Equity Protection Act of 1994 or any other
applicable predatory or abusive lending laws.
|
SECTION
2.02
|
Acceptance
of the Trust Fund by the Trustee.
|
Subject
to the provisions of Section 2.01 and subject to any exceptions noted on an
exception report delivered by or on behalf of the Trustee, the Trustee
acknowledges receipt of the documents referred to in Section 2.01 (other than
such documents described in Section 2.01(iv)) above and all other assets
included in the definition of “Trust Fund” and declares that it holds and will
hold such documents and the other documents delivered to it constituting the
Mortgage File, and that it holds or will hold all such assets and such other
assets included in the definition of “Trust Fund” in trust for the exclusive use
and benefit of all present and future Certificateholders.
The
Trustee, by execution and delivery hereof, acknowledges receipt, subject to
the
review described in the succeeding sentence, of the documents and other property
referred to in Section 2.01 and declares that the Trustee (or the Custodian
on
behalf of the Trustee) holds and will hold such documents and other property,
including property yet to be received in the Trust Fund, in trust, upon the
trusts herein set forth, for the benefit of all present and future
Certificateholders. The Trustee or the Custodian on its behalf shall, for the
benefit of the Trustee and the Certificateholders, review each Mortgage File
within 90 days after execution and delivery of this Agreement, to ascertain
that
all required documents have been executed, received and recorded, if applicable,
and that such documents relate to the Mortgage Loans. If in the course of such
review the Trustee or the Custodian on its behalf finds a document or documents
constituting a part of a Mortgage File to be defective in any material respect,
the Trustee or the Custodian on its behalf shall promptly so notify the
Depositor, the Trust Administrator, the Sponsor, the Servicer and, if such
notice is from the Custodian on the Trustee’s behalf, the Trustee. In addition,
upon the discovery by the Depositor, the Servicer, the Trust Administrator
or
the Trustee of a breach of any of the representations and warranties made by
the
Sponsor in the Mortgage Loan Purchase Agreement in respect of any Mortgage
Loan
which materially adversely affects such Mortgage Loan or the interests of the
related Certificateholders in such Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties.
The
Depositor and the Trustee intend that the assignment and transfer herein
contemplated constitute a sale of the Mortgage Loans, the related Mortgage
Notes
and the related documents, conveying good title thereto free and clear of any
liens and encumbrances, from the Depositor to the Trustee in trust for the
benefit of the Certificateholders and that such property not be part of the
Depositor’s estate or property of the Depositor in the event of any insolvency
by the Depositor. In the event that such conveyance is deemed to be, or to
be
made as security for, a loan, the parties intend that the Depositor shall be
deemed to have granted and does hereby grant to the Trustee a first priority
perfected security interest in all of the Depositor’s right, title and interest
in and to the Mortgage Loans, the related Mortgage Notes and the related
documents, and that this Agreement shall constitute a security agreement under
applicable law.
The
Trustee may, concurrently with the execution and delivery hereof or at any
time
thereafter, enter into a custodial agreement with the Custodian pursuant to
which the Trustee appoints the Custodian to hold the Mortgage Files on behalf
of
the Trustee for the benefit of the Trustee and all present and future
Certificateholders, which may provide that the Custodian shall, on behalf of
the
Trustee, conduct the review of each Mortgage File required under the first
paragraph of this Section 2.02. Initially, Citibank, N.A. is
appointed as Custodian with respect to the Mortgage Files of all the Mortgage
Loans and, notwithstanding anything to the contrary herein, it is understood
that such initial Custodian shall be responsible for the review contemplated
in
the second paragraph of this Section 2.02 and for all other functions relating
to the receipt, review, reporting and certification provided for herein with
respect to the Mortgage Files (other than ownership thereof for the benefit
of
the Certificateholders and related duties and obligations set forth
herein).
|
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by the Sponsor or the
Depositor.
|
(a) Upon
discovery or receipt of notice by the Depositor, the Servicer, the 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 Sponsor of any representation, warranty or covenant under the
Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which
materially adversely affects the value of such Mortgage Loan or the interest
therein of the Certificateholders, the party so discovering or receiving notice
shall promptly notify the other parties to this Agreement, and the Trustee
thereupon shall promptly notify the Sponsor of such defect, missing document
or
breach and request that the Sponsor deliver such missing document or cure such
defect or that the Sponsor cure such breach within 90 days from the date the
Sponsor was notified of such missing document, defect or breach, and if the
Sponsor does not deliver such missing document or cure such defect or breach
in
all material respects during such period, the Trustee shall enforce the
obligations of the Sponsor under the Mortgage Loan Purchase Agreement (i) to
repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90
days
after the date on which the Sponsor was notified (subject to Section 2.03(e))
of
such missing document, defect or breach, and (ii) to indemnify the Trust Fund
in
respect of such missing document, defect or breach, in the case of each of
(i)
and (ii), if and to the extent that the Sponsor is obligated to do so under
the
Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased
Mortgage Loan and any indemnification shall be remitted by the Sponsor to the
Servicer for deposit into the Collection Account, and the Servicer shall give
written notice to the Trustee and the Custodian that such deposit has taken
place and the Trustee shall release (or cause the Custodian to release on its
behalf) to the Sponsor the related Mortgage File, and the Trustee shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as the Sponsor shall furnish to it and as shall be necessary to vest
in the Sponsor any Mortgage Loan released pursuant hereto, and the Trustee
and
the Trust Administrator shall have no further responsibility with regard to
such
Mortgage File. In furtherance of the foregoing, if the Sponsor is not a member
of MERS and repurchases a Mortgage Loan which is registered on the MERS System,
the Sponsor pursuant to the Mortgage Loan Purchase Agreement, at its own expense
and without any right of reimbursement, shall cause MERS to execute and deliver
an assignment of the Mortgage in recordable form to transfer the Mortgage from
MERS to the Sponsor, and shall cause such Mortgage to be removed from
registration on the MERS System in accordance with MERS rules and
regulations. In lieu of repurchasing any such Mortgage Loan as
provided above, if so provided in the Mortgage Loan Purchase Agreement, the
Sponsor may cause such Mortgage Loan to be removed from REMIC I (in which case
it shall become a Deleted Mortgage Loan) and substitute one or more Qualified
Substitute Mortgage Loans in the manner and subject to the limitations set
forth
in Section 2.03(d). It is understood and agreed that the obligation
of the Sponsor to cure or to repurchase (or to substitute for) any Mortgage
Loan
as to which a document is missing, a material defect in a constituent document
exists or as to which such a breach has occurred and is continuing, and if
and
to the extent provided in the Mortgage Loan Purchase Agreement to perform any
applicable indemnification obligations with respect to any such omission, defect
or breach, as provided in such Mortgage Loan Purchase Agreement, shall
constitute the only remedies respecting such omission, defect or breach
available to the Trustee or the Trust Administrator on behalf of the
Certificateholders.
(b) Notwithstanding
anything to the contrary in this Section 2.03, with respect to any breach by
the
Sponsor of any representation and warranty which breach materially and adversely
affects the value of any Prepayment Charge or the interests of the
Certificateholders therein, the Trustee shall enforce the obligation of the
Sponsor to remedy such breach as provided in the Mortgage Loan Purchase
Agreement as follows: upon any Principal Prepayment with respect to the affected
Mortgage Loan, the Sponsor shall pay or cause to be paid to the Depositor the
excess, if any, of (x) the amount of such Prepayment Charge calculated as set
forth in the Mortgage Loan Schedule and (y) the amount collected from the
Mortgagor in respect of such Prepayment Charge.
(c) Within
90
days of the earlier of discovery by the Servicer or notice to the Servicer
by
any other party hereto or receipt of notice by the Depositor and the Servicer
of
the breach of any representation, warranty or covenant of the Servicer set
forth
in Section 2.05 which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the Servicer shall cure such breach
in
all material respects.
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
made pursuant to Section 2.03(a) must be effected prior to the date which is
two
years after the Startup Day for REMIC I.
As
to any
Deleted Mortgage Loan for which the Sponsor substitutes a Qualified Substitute
Mortgage Loan or Loans, such substitution shall be effected by the Sponsor
delivering to the Trustee (or to the Custodian on behalf of the Trustee, as
applicable), for such Qualified Substitute Mortgage Loan or Loans, the Mortgage
Note, the Mortgage, the Assignment in blank or to the Trustee, and such other
documents and agreements, with all necessary endorsements thereon, as are
required by Section 2.01, together with an Officers’ Certificate providing that
each such Qualified Substitute Mortgage Loan satisfies the definition thereof
and specifying the Substitution Shortfall Amount (as described below), if any,
in connection with such substitution. The Custodian on its behalf and
on behalf of the Trustee shall, for the benefit of the Certificateholders,
review each Mortgage File within 90 days after execution and delivery of this
Agreement, to ascertain that all required documents have been executed, received
and recorded, if applicable, and that such documents relate to the Mortgage
Loans. If in the course of such review the Trustee or the Custodian
on its behalf finds a document or documents constituting a part of a Mortgage
File to be defective in any material respect, the Trustee or the Custodian
on
its behalf shall promptly so notify the Depositor, the Trust Administrator,
the
Master Servicer, the Sponsor and the Servicer. Monthly Payments due
with respect to Qualified Substitute Mortgage Loans in the month of substitution
are not part of the Trust Fund and will be retained by the
Sponsor. For the month of substitution, distributions to
Certificateholders will reflect the Monthly Payment due on such Deleted Mortgage
Loan on or before the Due Date in the month of substitution, and the Sponsor
shall thereafter be entitled to retain all amounts subsequently received in
respect of such Deleted Mortgage Loan. The Depositor shall give or cause to
be
given written notice to the Trustee and the Certificateholders that such
substitution has taken place, and the Depositor shall amend or cause the
Custodian to amend the Mortgage Loan Schedule to reflect the removal of such
Deleted Mortgage Loan from the terms of this Agreement and the substitution
of
the Qualified Substitute Mortgage Loan or Loans and, upon receipt thereof, shall
deliver a copy of such amended Mortgage Loan Schedule to the
Servicer. Upon such substitution, such Qualified Substitute Mortgage
Loan or Loans shall constitute part of the Mortgage Pool and shall be subject
in
all respects to the terms of this Agreement and the Mortgage Loan Purchase
Agreement (including all applicable representations and warranties thereof
included in such Mortgage Loan Purchase Agreement), in each case as of the
date
of substitution.
For
any
month in which the Sponsor substitutes one or more Qualified Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Servicer will determine the
amount (the “Substitution Shortfall Amount”), if any, by which the aggregate
Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of,
as
to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance
thereof as of the date of substitution, together with one month’s interest on
such Scheduled Principal Balance at the applicable Mortgage Loan Remittance
Rate. On the date of such substitution, the Trustee will monitor the
obligation of the Sponsor to deliver or cause to be delivered, and shall request
that such delivery be to the Servicer for deposit in the Collection Account,
an
amount equal to the Substitution Shortfall Amount, if any, and the Trustee
(or
the Custodian on behalf of the Trustee, as applicable), upon receipt of the
related Qualified Substitute Mortgage Loan or Loans and written notice given
by
the Servicer of such deposit, shall release to the Sponsor the related Mortgage
File or Files and the Trustee shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the Sponsor shall
deliver to it and as shall be necessary to vest therein any Deleted Mortgage
Loan released pursuant hereto.
In
addition, the Sponsor shall obtain at its own expense and deliver to the Trustee
and the Trust Administrator an Opinion of Counsel to the effect that such
substitution will not cause (a) any federal tax to be imposed on any Trust
REMIC, including without limitation, any federal tax imposed on “prohibited
transactions” under Section 860F(a)(1) of the Code or on “contributions after
the startup date” under Section 860G(d)(1) of the Code, or (b) any Trust REMIC
to fail to qualify as a REMIC at any time that any Certificate is
outstanding. If such Opinion of Counsel cannot be delivered, then
such substitution may only be effected at such time as the required Opinion
of
Counsel can be given.
(e) Upon
discovery by the Depositor, the Servicer, the 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 Sponsor. In connection therewith, the
Sponsor pursuant to the Mortgage Loan Purchase Agreement, or the Depositor
pursuant to this Agreement shall repurchase or, subject to the limitations
set
forth in Section 2.03(d), substitute one or more Qualified Substitute Mortgage
Loans for the affected Mortgage Loan within 90 days of the earlier of discovery
or receipt of such notice with respect to such affected Mortgage
Loan. Such repurchase or substitution shall be made by (i) the
Sponsor, if the affected Mortgage Loan’s status as a non-qualified mortgage is
or results from a breach of any representation, warranty or covenant made by
the
Sponsor under the Mortgage Loan Purchase Agreement or (ii) the Depositor, if
the
affected Mortgage Loan’s status as a non-qualified mortgage is a breach of no
representation or warranty. Any such repurchase or substitution shall
be made in the same manner as set forth in Sections 2.03(a). The
Trustee shall reconvey to the Depositor or the Sponsor, as the case may be,
the
Mortgage Loan to be released pursuant hereto in the same manner, and on the
same
terms and conditions, as it would a Mortgage Loan repurchased by the Sponsor
for
breach of a representation or warranty.
|
SECTION
2.04
|
[Reserved].
|
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the Servicer and the Master
Servicer.
|
(a) The
Servicer hereby represents, warrants and covenants to the Master Servicer,
the
Trust Administrator and the Trustee, for the benefit of each of the Trustee,
the
Master Servicer, the Trust Administrator, the Certificateholders and to the
Depositor that as of the Closing Date or as of such date specifically provided
herein:
(i) The
Servicer is duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its formation and is duly authorized and qualified
to transact any and all business contemplated by this Agreement to be conducted
by the Servicer in any state in which a Mortgaged Property is located or is
otherwise not required under applicable law to effect such qualification and,
in
any event, is in compliance with the doing business laws of any such State,
to
the extent necessary to ensure its ability to enforce each Mortgage Loan and
to
service the Mortgage Loans in accordance with the terms of this
Agreement;
(ii) The
Servicer has the full power and authority to service each Mortgage Loan, and
to
execute, deliver and perform, and to enter into and consummate the transactions
contemplated by this Agreement and has duly authorized by all necessary action
on the part of the Servicer the execution, delivery and performance of this
Agreement; and this Agreement, assuming the due authorization, execution and
delivery thereof by the other parties hereto, constitutes a legal, valid and
binding obligation of the Servicer, enforceable against the Servicer in
accordance with its terms, except to the extent that (a) the enforceability
thereof may be limited by bankruptcy, insolvency, moratorium, receivership
and
other similar laws relating to creditors’ rights generally and (b) the remedy of
specific performance and injunctive and other forms of equitable relief may
be
subject to the equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought;
(iii) The
execution and delivery of this Agreement by the Servicer, the servicing of
the
Mortgage Loans by the Servicer hereunder, the consummation of any other of
the
transactions herein contemplated, and the fulfillment of or compliance with
the
terms hereof are in the ordinary course of business of the Servicer and will
not
(A) result in a breach of any term or provision of the charter or by-laws of
the
Servicer or (B) conflict with, result in a breach, violation or acceleration
of,
or result in a default under, the terms of any other material agreement or
instrument to which the Servicer is a party or by which it may be bound, or
any
statute, order or regulation applicable to the Servicer of any court, regulatory
body, administrative agency or governmental body having jurisdiction over the
Servicer; and the Servicer is not a party to, bound by, or in breach or
violation of any indenture or other agreement or instrument, or subject to
or in
violation of any statute, order or regulation of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects or, to the Servicer’s knowledge, would in the
future materially and adversely affect, (x) the ability of the Servicer to
perform its obligations under this Agreement or (y) the business, operations,
financial condition, properties or assets of the Servicer taken as a
whole;
(iv) The
Servicer is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good
standing;
(v) Except
as
disclosed in the Prospectus Supplement, no litigation is pending against the
Servicer that would materially and adversely affect the execution, delivery
or
enforceability of this Agreement or the ability of the Servicer to service
the
Mortgage Loans or to perform any of its other obligations hereunder in
accordance with the terms hereof;
(vi) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Servicer
of,
or compliance by the Servicer with, this Agreement or the consummation of the
transactions contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been obtained prior
to
the Closing Date;
(vii) The
Servicer has fully furnished and will continue to fully furnish, in accordance
with the Fair Credit Reporting Act and its implementing regulations, accurate
and complete information (e.g., favorable and unfavorable) on its borrower
credit files to Equifax, Experian and Trans Union Credit Information Company
or
their successors (the “Credit Repositories”) in a timely manner;
and
(viii) The
Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf) is
a
member of MERS in good standing, and will comply in all material respects with
the rules and procedures of MERS in connection with the servicing of the
Mortgage Loans that are registered with MERS.
It
is
understood and agreed that the representations, warranties and covenants set
forth in this Section 2.05(a) shall survive delivery of the Mortgage Files
to
the Trustee or to the Custodian on its behalf and shall inure to the benefit
of
the Trustee, the Trust Administrator, the Master Servicer, the Depositor and
the
Certificateholders. Upon discovery by any of the Depositor, the
Servicer, 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 to the Trustee and the Trust Administrator. Subject to
Section 7.01, the obligation of the Servicer set forth in Section 2.03(c) to
cure breaches shall constitute the sole remedies against the Servicer available
to the Certificateholders, the Depositor, the Trust Administrator, the Master
Servicer or the Trustee on behalf of the Certificateholders respecting a breach
of the representations, warranties and covenants contained in this Section
2.05.
(b) 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 national banking association duly formed, validly existing
and in good standing under the laws of the United States of America and is
duly
authorized and qualified to transact any and all business contemplated by this
Agreement to be conducted by the Master Servicer;
(ii) The
Master Servicer has the full power and authority to conduct its business as
presently conducted by it and to execute, deliver and perform, and to enter
into
and consummate, all transactions contemplated by this Agreement. The Master
Servicer 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 by the Depositor and the
Trustee, constitutes a legal, valid and binding obligation of the Master
Servicer, enforceable against it in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting the enforcement of creditors’ rights generally and by
general principles of equity;
(iii) The
execution and delivery of this Agreement by the Master Servicer, the
consummation by the Master Servicer 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 charter and 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, the
ability of the Master Servicer to perform its obligations under this
Agreement;
(iv) The
Master Servicer or an Affiliate thereof is an approved seller/servicer for
Xxxxxx Mae or Xxxxxxx Mac in good standing and is a HUD approved mortgagee
pursuant to Section 203 of the National Housing Act;
(v) The
Master Servicer does not believe, nor does it have any reason or cause to
believe, that it cannot perform each and every covenant made by it and contained
in this Agreement;
(vi) 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 perform any of its other obligations
hereunder in accordance with the terms hereof,
(vii) There
are
no actions or proceedings against, or investigations known to it of, the Master
Servicer before any court, administrative or other tribunal (A) that might
prohibit its entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this Agreement or (C) that
might prohibit or materially and adversely affect the performance by the Master
Servicer of its obligations under, or validity or enforceability of, this
Agreement; and
(viii) 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.
It
is
understood and agreed that the representations, warranties and covenants set
forth in this Section 2.05(b) shall survive delivery of the Mortgage Files
to
the Trustee or to the Custodian on its behalf and shall inure to the benefit
of
the Trustee, the Servicer, the Trust Administrator, the Depositor and the
Certificateholders. Upon discovery by any of the Depositor, the Servicer, 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 and the Trust Administrator. 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 the Custodian on its behalf of the Mortgage Files, subject to the
provisions of Section 2.01 and Section 2.02, together with the assignment to
it
of all other assets included in REMIC I delivered on the date hereof, receipt
of
which is hereby acknowledged. Concurrently with such assignment and delivery
of
such assets delivered on the date hereof and in exchange therefor, the Trust
Administrator, pursuant to the written request of the Depositor executed by
an
officer of the Depositor, has executed, authenticated and delivered, to or
upon
the order of the Depositor, the Certificates in authorized denominations. The
interests evidenced by the Certificates (other than the Class CE-1 Certificates,
the Class CE-2 Certificates, the Class P Certificates and the Class R-X
Certificates), the Class CE-1 Interest, the Class CE-2 Interest and the Class
P
Interest constitute the entire beneficial ownership interest in REMIC
III.
|
SECTION
2.07
|
Authorization
to Enter into the Interest Rate Cap Agreement and the Interest Rate
Swap
Agreement.
|
(a) The
Trust
Administrator, not in its individual capacity but solely in its separate
capacity as Cap Trustee, is hereby directed by the Depositor to exercise the
rights, perform the obligations, and make any representations to be exercised,
performed, or made by the Cap Trustee, as described in the Interest Rate Cap
Agreement and as described herein. The Cap Trustee is hereby directed
to execute and deliver the Interest Rate Cap Agreement on behalf of Party B
(as
defined therein) and to exercise the rights, perform the obligations, and make
the representations of Party B thereunder, solely in its capacity as Cap Trustee
on behalf of Party B (as defined therein) and not in its individual
capacity. The Depositor, the Servicer and the Certificateholders (by
acceptance of their Certificates) acknowledge and agree that (i) the Cap Trustee
shall execute and deliver the Interest Rate Cap Agreement on behalf of Party
B
(as defined therein), (ii) the Cap Trustee shall exercise the rights, perform
the obligations, and make the representations of Party B thereunder, solely
in
its capacity as Cap Trustee on behalf of Party B (as defined therein) and not
in
its individual capacity and (iii) the Trust Administrator on the Cap Trustee’s
behalf shall also be entitled to exercise the rights and perform the obligations
of Party B under the Interest Rate Cap Agreement. Every provision of
this Agreement relating to the conduct or affecting the liability of or
affording protection to the Trust Administrator shall apply to the Cap Trustee’s
execution of the Interest Rate Cap Agreement, and the performance of its duties
and satisfaction of its obligations thereunder.
(b) The
Trust
Administrator, not in its individual capacity but solely in its separate
capacity as Supplemental Interest Trust Trustee, is hereby directed by the
Depositor to exercise the rights, perform the obligations, and make any
representations to be exercised, performed, or made by the Supplemental Interest
Trust Trustee, as described herein. The Supplemental Interest Trust
Trustee is hereby directed to execute and deliver the Interest Rate Swap
Agreement on behalf of Party B (as defined therein) and to exercise the rights,
perform the obligations, and make the representations of Party B thereunder,
solely in its capacity as Supplemental Interest Trust Trustee on behalf of
Party
B (as defined therein) and not in its individual capacity. The
Depositor and the Certificateholders (by acceptance of their Certificates)
acknowledge and agree that (i) the Supplemental Interest Trust Trustee shall
execute and deliver the Interest Rate Swap Agreement on behalf of Party B (as
defined therein), (ii) the Supplemental Interest Trust Trustee shall exercise
the rights, perform the obligations, and make the representations of Party
B
thereunder, solely in its capacity as Supplemental Interest Trust Trustee on
behalf of Party B (as defined therein) and not in its individual capacity and
(iii) the Trust Administrator on the Supplemental Interest Trust Trustee’s
behalf shall also be entitled to exercise the rights and obligated to perform
the obligations of Party B under the Interest Rate Swap
Agreement. Every provision of this Agreement relating to the conduct
or affecting the liability of or affording protection to the Trust Administrator
shall apply to the Supplemental Interest Trust Trustee’s execution of the
Interest Rate Swap Agreement, and the performance of its duties and satisfaction
of its obligations thereunder.
|
SECTION
2.08
|
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs by
the
Trustee.
|
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the assets
described in the definition of REMIC I for the benefit of the holders of the
REMIC I Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-I Interest). The Trustee (or the
Custodian on its behalf, as applicable) acknowledges receipt of the assets
described in the definition of REMIC I and declares that it holds and will
hold
the same in trust for the exclusive use and benefit of the holders of the REMIC
I Regular Interests and the Class R Certificates (in respect of the Class R-I
Interest). The interests evidenced by the Class R-I Interest, together with
the
REMIC I Regular Interests, constitute the entire beneficial ownership interest
in REMIC I.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests (which are uncertificated) for the benefit of the Holders
of
the REMIC II Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-II Interest). The Trustee acknowledges
receipt of the REMIC I Regular Interests and declares that it holds and will
hold the same in trust for the exclusive use and benefit of the Holders of
the
REMIC II Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-II Interest). The interests evidenced
by
the Class R-II Interest, together with the REMIC II Regular Interests,
constitute the entire beneficial ownership interest in REMIC II.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
II Regular Interests (which are uncertificated) for the benefit of the Holders
of the Regular Certificates (other than the Class CE-1 Certificates, the Class
CE-2 Certificates and the Class P Certificates), the Class CE-1 Interest, the
Class CE-2 Interest, the Class P Interest and the Class R Certificates (in
respect of the Class R-III Interest). The Trustee acknowledges receipt of the
REMIC II Regular Interests and declares that it holds and will hold the same
in
trust for the exclusive use and benefit of the Holders of the Regular
Certificates (other than the Class CE-1 Certificates, the Class CE-2
Certificates and the Class P Certificates), the Class CE-1 Interest, the Class
CE-2 Interest, the Class P Interest and the Class R Certificates (in respect
of
the Class R-III Interest). The interests evidenced by the Class R-III
Interest, together with the Regular Certificates, the Class CE-1 Interest,
the
Class CE-2 Interest and the Class P Interest, constitute the entire beneficial
ownership interest in REMIC III.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
CE-1 Interest (which is uncertificated) for the benefit of the Holders of the
Class CE-1 Certificates and the Class R-X Certificates (in respect of the Class
R-IV Interest). The Trustee acknowledges receipt of the Class CE-1 Interest
and
declares that it holds and will hold the same in trust for the exclusive use
and
benefit of the Holders of the Class CE-1 Certificates and the Class R-X
Certificates (in respect of the Class R-IV Interest). The interests evidenced
by
the Class R-IV Interest, together with the Class CE-1 Certificates, constitute
the entire beneficial ownership interest in REMIC IV.
(e) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
CE-2 Interest (which is uncertificated) for the benefit of the Holders of the
Class CE-2 Certificates and the Class R-X Certificates (in respect of the Class
R-V Interest). The Trustee acknowledges receipt of the Class CE-2 Interest
and
declares that it holds and will hold the same in trust for the exclusive use
and
benefit of the Holders of the Class CE-2 Certificates and the Class R-X
Certificates (in respect of the Class R-V Interest). The interests evidenced
by
the Class R-V Interest, together with the Class CE-2 Certificates, constitute
the entire beneficial ownership interest in REMIC V.
(f) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
P Interest (which is uncertificated) for the benefit of the Holders of the
Class
P Certificates and the Class R-X Certificates (in respect of the Class R-VI
Interest). The Trustee acknowledges receipt of the Class P Interest and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of the Holders of the Class P Certificates and the Class R-X Certificates (in
respect of the Class R-VI Interest). The interests evidenced by the Class R-VI
Interest, together with the Class P Certificates, constitute the entire
beneficial ownership interest in REMIC VI.
(g) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
IO Interest (which is uncertificated) for the benefit of the Holders of REMIC
VII Regular Interest SWAP IO (which is uncertificated) and the Class R-X
Certificates (in respect of the Class R-VII Interest). The Trustee acknowledges
receipt of the Class IO Interest and declares that it holds and will hold the
same in trust for the exclusive use and benefit of the Holders of REMIC VII
Regular Interest SWAP IO and the Class R-X Certificates (in respect of the
Class
R-VII Interest). The interests evidenced by the Class R-VI Interest, together
with REMIC VII Regular Interest SWAP IO, constitute the entire beneficial
ownership interest in REMIC VII.
(h) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC I and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
subsection (a) hereof, (ii) the assignment and delivery to the Trustee of REMIC
II (including the Residual Interest therein represented by the Class R-II
Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.01,
Section 2.02 and subsection (b) hereof, (iii) the assignment and delivery to
the
Trustee of REMIC III (including the Residual Interest therein represented by
the
Class R-III Interest) and the acceptance by the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and subsection (c) hereof, (iv) the assignment and
delivery to the Trustee of REMIC IV (including the Residual Interest therein
represented by the Class IV Interest) and the acceptance by the Trustee thereof,
pursuant to Section 2.01, Section 2.02 and subsection (d) hereof, (v) the
assignment and delivery to the Trustee of REMIC V (including the Residual
Interest therein represented by the Class V Interest) and the acceptance by
the
Trustee thereof, pursuant to Section 2.01, Section 2.02 and subsection (e)
hereof, (vi) the assignment and delivery to the Trustee of REMIC VI (including
the Residual Interest therein represented by the Class VI Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
subsection (f) hereof and (vii) the assignment and delivery to the Trustee
of
REMIC VII (including the Residual Interest therein represented by the Class
VII
Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.01,
Section 2.02 and subsection (g) hereof, the Trust Administrator on behalf of
the
Trustee, pursuant to the written request of the Depositor executed by an officer
of the Depositor, has executed, authenticated and delivered to or upon the
order
of the Depositor, (A) the Class R Certificates in authorized denominations
evidencing the Class R-I Interest, the Class R-II Interest and the Class R-III
Interest and (B) the Class R-X Certificates in authorized denominations
evidencing the Class R-III Interest, the Class R-IV Interest, the Class R-V
Interest, the Class R-VI Interest and the Class R-VII Interest.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
|
SECTION
3.01
|
Servicer
to Act as Servicer.
|
The
Servicer shall service and administer the Mortgage Loans on behalf of the Trust
Fund and in the best interests of and for the benefit of the Certificateholders
(as determined by the Servicer in its reasonable judgment) in accordance with
the terms of this Agreement and the respective Mortgage Loans and, to the extent
consistent with such terms, in the same manner in which it services and
administers similar mortgage loans for its own portfolio, giving due
consideration to customary and usual standards of practice of prudent mortgage
lenders and loan servicers administering similar mortgage loans but without
regard to:
(i) any
relationship that the Servicer, any Sub-Servicer or any Affiliate of the
Servicer or any Sub-Servicer may have with the related Mortgagor;
(ii) the
ownership of any Certificate by the Servicer or any Affiliate of the
Servicer;
(iii) the
Servicer’s obligation to make P&I Advances or Servicing Advances;
or
(iv) the
Servicer’s or any Sub-Servicer’s right to receive compensation for its services
hereunder or with respect to any particular transaction.
To
the
extent consistent with the foregoing, the Servicer (a) shall seek the timely
and
complete recovery of principal and interest on the Mortgage Notes and (b) shall
waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the
following circumstances: (i) (a) such waiver is standard and customary in
servicing similar Mortgage Loans and such waiver relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the
Servicer, maximize recovery of total proceeds taking into account the value
of
such Prepayment Charge and the related Mortgage Loan or (b) the enforceability
thereof shall have been limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors’ rights generally or
the collectability thereof shall have been limited due to acceleration in
connection with a foreclosure or other involuntary payment, (ii) the collection
of such Prepayment Charge would be in violation of applicable laws, (iii) the
amount of the Prepayment Charge set forth on the Prepayment Charge Schedule
is
not consistent with the related Mortgage Note or is otherwise unenforceable,
(iv) the Servicer has not received information and documentation sufficient
to
confirm the existence or amount of such Prepayment Charge or (v) the collection
of such Prepayment Charge would be considered “predatory” pursuant to written
guidance published or issued by any applicable federal, state or local
regulatory authority acting in its official capacity and having jurisdiction
over such matters. If a Prepayment Charge is waived as permitted by
meeting the standard described in clauses (ii), (iii), (iv) or (v) above and
a
representation or warranty regarding such Prepayment Charge has been breached,
then, the Trustee shall make commercially reasonable efforts to attempt to
enforce the obligations of the Sponsor under the Mortgage Loan Purchase
Agreement to pay the amount of such waived Prepayment Charge, for the benefit
of
the Holders of the Class P Certificates; provided, however, that the Trustee
shall not be under any obligation to take any action pursuant to this paragraph
unless directed by the Depositor and provided, further, the Depositor hereby
agrees to assist the Trustee in enforcing any obligations of the Sponsor to
repurchase or substitute for a Mortgage Loan which has breached a representation
or warranty under the Mortgage Loan Purchase Agreement. If the
Sponsor fails to pay the amount of such waived Prepayment Charge in accordance
with its obligations under the Mortgage Loan Purchase Agreement, the Trustee,
the Servicer and the Depositor shall consult on further actions to be taken
against the Sponsor. If a Prepayment Charge is waived other than in
accordance with (i) through (v) above, the Servicer shall pay the amount of
such
waived Prepayment Charge to the Trust Administrator for deposit in the
Distribution Account for the benefit of the Holders of the Class P Certificates
(the “Servicer Prepayment Charge Payment Amount”).
To
the
extent consistent with the foregoing, the Servicer shall also seek to maximize
the timely and complete recovery of principal and interest on the Mortgage
Notes. Subject only to the above-described servicing standards and
the terms of this Agreement and of the Mortgage Loans, the Servicer shall have
full power and authority, acting alone or through Sub-Servicers as provided
in
Section 3.02, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, the Servicer in its own name
or in the name of a Sub-Servicer is hereby authorized and empowered by the
Trustee when the Servicer believes it appropriate in its best judgment in
accordance with the servicing standards set forth above, to execute and deliver,
on behalf of the Certificateholders and the Trustee, and upon notice to the
Trustee, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments, with respect
to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Servicer shall
service and administer the Mortgage Loans in accordance with applicable state
and federal law and shall provide to the Mortgagors any reports required to
be
provided to them thereby. The Servicer shall also comply in the performance
of
this Agreement with all reasonable rules and requirements of any standard hazard
insurance policy. Subject to Section 3.17, the Trustee shall execute, at the
written request of the Servicer, and furnish to the Servicer and any
Sub-Servicer such documents as are necessary or appropriate to enable the
Servicer or any Sub-Servicer to carry out their servicing and administrative
duties hereunder, and the Trustee hereby grants to the Servicer a power of
attorney to carry out such duties. The Trustee shall not be liable for the
actions of the Servicer or any Sub-Servicers under such powers of
attorney.
In
accordance with the standards of the preceding paragraph, the Servicer shall
advance or cause to be advanced funds as necessary for the purpose of effecting
the timely payment of taxes and assessments on the Mortgaged Properties, which
advances shall be Servicing Advances reimbursable in the first instance from
related collections from the Mortgagors pursuant to Section 3.09, and further
as
provided in Section 3.11. Any cost incurred by the Servicer or by Sub-Servicers
in effecting the timely payment of taxes and assessments on a Mortgaged Property
shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit; provided,
however, that (subject to Section 3.07) the Servicer may capitalize the amount
of any Servicing Advances incurred pursuant to this Section 3.01 in connection
with the modification of a Mortgage Loan.
The
Servicer further is authorized and empowered by the Trustee, on behalf of the
Certificateholders and the Trustee, in its own name or in the name of the
Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan
on
the MERS System, or cause the removal from the registration of any Mortgage
Loan
on the MERS System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording
of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses (i) incurred as a result of
MERS
discontinuing or becoming unable to continue operations in connection with
the
MERS System or (ii) if the affected Mortgage Loan is in default or, in the
judgment of the Servicer, such default is reasonably foreseeable, incurred
in
connection with the actions described in the preceding sentence, shall be
subject to withdrawal by the Servicer from the Collection Account.
Notwithstanding
anything in this Agreement to the contrary, the Servicer may not make any future
advances with respect to a Mortgage Loan (except as provided in Section 4.03)
and the Servicer shall not (i) permit any modification with respect to any
Mortgage Loan (except with respect to a Mortgage Loan that is in default or,
in
the judgment of the Servicer, such default is reasonably foreseeable) that
would
change the Mortgage Rate, reduce or increase the principal balance (except
for
reductions resulting from actual payments of principal) or change the final
maturity date on such Mortgage Loan or (ii) permit any modification, waiver
or
amendment of any term of any Mortgage Loan that would both (A) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code
(or
final, temporary or proposed Treasury regulations promulgated thereunder) and
(B) cause any Trust REMIC to fail to qualify as a REMIC under the Code or the
imposition of any tax on “prohibited transactions” or “contributions after the
startup date” under the REMIC Provisions.
The
Servicer may delegate its responsibilities under this Agreement; provided,
however, that no such delegation shall release the Servicer from the
responsibilities or liabilities arising under this Agreement.
The
Servicer (or a Sub-Servicer servicing the Mortgage Loans on its behalf) has
fully furnished and will continue to fully furnish, in accordance with the
Fair
Credit Reporting Act and its implementing regulations, accurate and complete
information (e.g., favorable and unfavorable) on its borrower credit files
to
Equifax, Experian and Trans Union Credit Information Company or their successors
on a monthly basis.
Notwithstanding
anything to the contrary contained in Sections 3.02(b), 3.20,
3.21, 4.07, 7.01(vi) and 11.11, the obligations of the Backup Servicer
with respect to Regulation AB (to the extent that it becomes the successor
servicer) shall be solely as set forth in the Addendum Regulation
AB.
|
SECTION
3.02
|
Sub-Servicing
Agreements Between the Servicer and
Sub-Servicers.
|
(a) The
Servicer may enter into Sub-Servicing Agreements (provided that such agreements
would not result in a withdrawal or a downgrading by the Rating Agencies of
the
rating on any Class of Certificates) with Sub-Servicers, for the servicing
and
administration of the Mortgage Loans; provided, however, such sub-servicing
arrangement and the terms of the related Sub-Servicing Agreement must provide
for the servicing of Mortgage Loans in a manner consistent with the servicing
arrangement contemplated hereunder.
(b) Each
Sub-Servicer shall be (i) authorized to transact business in the state or states
in which the related Mortgaged Properties it is to service are situated, if
and
to the extent required by applicable law to enable the Sub-Servicer to perform
its obligations hereunder and under the Sub-Servicing Agreement and (ii) a
Xxxxxxx Mac or Xxxxxx Mae approved mortgage servicer. Each Sub-Servicing
Agreement must impose on the Sub-Servicer requirements conforming to the
provisions set forth in Section 3.08, 3.20, 3.21 and 4.07 and provide for
servicing of the Mortgage Loans consistent with the terms of this Agreement.
The
Servicer will examine each Sub-Servicing Agreement and will be familiar with
the
terms thereof. The terms of any Sub-Servicing Agreement will not be inconsistent
with any of the provisions of this Agreement. The Servicer and the Sub-Servicers
may enter into and make amendments to the Sub-Servicing Agreements or enter
into
different forms of Sub-Servicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of this Agreement, and that no such amendment or different form
shall
be made or entered into which could be reasonably expected to be materially
adverse to the interests of the Certificateholders, without the consent of
the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any
variation without the consent of the Holders of Certificates entitled to at
least 66% of the Voting Rights from the provisions set forth in Section 3.08
relating to insurance or priority requirements of Sub-Servicing Accounts, or
credits and charges to the Sub-Servicing Accounts or the timing and amount
of
remittances by the Sub-Servicers to the Servicer, are conclusively deemed to
be
inconsistent with this Agreement and therefore prohibited. The Servicer shall
deliver to the Trustee, the Trust Administrator and the Master Servicer copies
of all Sub-Servicing Agreements, and any amendments or modifications thereof,
promptly upon the Servicer’s execution and delivery of such
instruments.
(c) As
part
of its servicing activities hereunder, the Servicer (except as otherwise
provided in the last sentence of this paragraph), for the benefit of the Trustee
and the Certificateholders, shall enforce the obligations of each Sub-Servicer
under the related Sub-Servicing Agreement, including, without limitation, any
obligation to make advances in respect of delinquent payments as required by
a
Sub-Servicing Agreement. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Sub-Servicing
Agreements, and the pursuit of other appropriate remedies, shall be in such
form
and carried out to such an extent and at such time as the Servicer, in its
good
faith business judgment, would require were it the owner of the related Mortgage
Loans. The Servicer shall pay the costs of such enforcement at its own expense,
and shall be reimbursed therefor only (i) from a general recovery resulting
from
such enforcement, to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loans, or (ii) from a specific recovery
of costs, expenses or attorneys’ fees against the party against whom such
enforcement is directed.
|
SECTION
3.03
|
Successor
Sub-Servicer.
|
The
Servicer shall be entitled to terminate any Sub-Servicing Agreement and the
rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer
without any act or deed on the part of such Sub-Servicer or the Servicer, and
the Servicer either shall service directly the related Mortgage Loans or shall
enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 3.02.
Any
Sub-Servicing Agreement shall include the provision that such agreement may
be
immediately terminated by the Master Servicer without fee, in accordance with
the terms of this Agreement, in the event that the Servicer shall, for any
reason, no longer be the Servicer (including termination due to a Servicer
Event
of Default).
|
SECTION
3.04
|
Liability
of the Servicer.
|
The
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed by this Agreement and undertaken hereunder
by
the Servicer herein.
Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Servicer and a Sub-Servicer or reference
to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain
obligated and primarily liable to the Master Servicer, the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans
in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Sub-Servicing Agreements or
arrangements or by virtue of indemnification from the Sub-Servicer and to the
same extent and under the same terms and conditions as if the Servicer alone
were servicing and administering the Mortgage Loans. The Servicer shall be
entitled to enter into any agreement with a Sub-Servicer for indemnification
of
the Servicer by such Sub-Servicer and nothing contained in this Agreement shall
be deemed to limit or modify such indemnification.
|
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicer and Trustee, Trust
Administrator or
Certificateholders.
|
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
and the Trustee, the Master Servicer, the Trust Administrator and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer
except as set forth in Section 3.06. The Servicer shall be solely liable for
all
fees owed by it to any Sub-Servicer, irrespective of whether the Servicer’s
compensation pursuant to this Agreement is sufficient to pay such
fees.
|
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by Successor
Servicer.
|
In
the
event the Servicer shall for any reason no longer be the servicer (including
by
reason of the occurrence of a Servicer Event of Default), the Successor Servicer
shall thereupon assume all of the rights and obligations of the Servicer under
each Sub-Servicing Agreement that the Servicer may have entered into, unless
the
Successor Servicer elects to terminate any Sub-Servicing Agreement in accordance
with its terms as provided in Section 3.03. Upon such assumption, the Successor
Servicer or the successor servicer for the Successor Servicer appointed pursuant
to Section 7.02 shall be deemed, subject to Section 3.03, to have assumed all
of
the Servicer’s interest therein and to have replaced the Servicer as a party to
each Sub-Servicing Agreement to the same extent as if each Sub-Servicing
Agreement had been assigned to the assuming party, except that (i) the Servicer
shall not thereby be relieved of any liability or obligations under any
Sub-Servicing Agreement and (ii) none of the Successor Servicer or its designee
shall be deemed to have assumed any liability or obligation of the Servicer
that
arose before it ceased to be the Servicer.
The
Servicer at its expense shall, upon request of the Master Servicer deliver
to
the assuming party all documents and records relating to each Sub-Servicing
Agreement and the Mortgage Loans then being serviced and an accounting of
amounts collected and held by or on behalf of it, and otherwise use its best
efforts to effect the orderly and efficient transfer of the Sub-Servicing
Agreements to the assuming party.
|
SECTION
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Mortgage Loans, and shall, to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any applicable insurance policies, follow such collection procedures as
it
would follow with respect to mortgage loans comparable to the Mortgage Loans
and
held for its own account. Consistent with the foregoing and the servicing
standards set forth in Section 3.01 the Servicer may in its discretion (i)
waive
any late payment charge or, if applicable, penalty interest, (ii) waive any
provision of any Mortgage Loan requiring the related Mortgagor to submit to
mandatory arbitration with respect to disputes arising thereunder or (iii)
extend the due dates for Monthly Payments due on a Mortgage Note for a period
of
not greater than 180 days; provided that any extension pursuant to clause (iii)
above shall not affect the amortization schedule of any Mortgage Loan for
purposes of any computation hereunder, except as provided below. In the event
of
any such arrangement pursuant to clause (iii) above, the Servicer shall make
timely advances on such Mortgage Loan during such extension pursuant to Section
4.03 and in accordance with the amortization schedule of such Mortgage Loan
without modification thereof by reason of such arrangements. Notwithstanding
the
foregoing, in the event that any Mortgage Loan is in default or, in the judgment
of the Servicer, such default is reasonably foreseeable, the Servicer,
consistent with the standards set forth in Section 3.01 may waive, modify or
vary any term of such Mortgage Loan (including, but not limited to,
modifications that change the Mortgage Rate, forgive the payment of principal
or
interest or extend the final maturity date of such Mortgage Loan), accept
payment from the related Mortgagor of an amount less than the Stated Principal
Balance in final satisfaction of such Mortgage Loan (such payment, a “Short
Pay-off”) or consent to the postponement of strict compliance with any such term
or otherwise grant indulgence to any Mortgagor, if in the Servicer’s
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such action);
provided, however, the Servicer shall not modify any Mortgage Loan in a manner
that would capitalize the amount of any unpaid Monthly Payments or Servicing
Advances made by the Servicer on the Mortgagor’s behalf unless the related
Mortgagor shall have remitted an amount equal to a full Monthly Payment (or,
in
the case of any Mortgage Loan subject to a forbearance plan or bankruptcy plan,
a full modified monthly payment under such plan) in each of the three calendar
months immediately preceding the month of such modification.
|
SECTION
3.08
|
Sub-Servicing
Accounts.
|
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall comply with all
requirements of this Agreement relating to the Collection Account. The
Sub-Servicer shall deposit in the Sub-Servicing Account, in no event more than
two Business Days after the Sub-Servicer’s receipt thereof, all proceeds of
Mortgage Loans received by the Sub-Servicer less its servicing compensation
to
the extent permitted by the Sub-Servicing Agreement. The Sub-Servicer shall
thereafter remit such proceeds to the Servicer for deposit in the Collection
Account not later than two Business Days after the deposit of such amounts
in
the Sub-Servicing Account. For purposes of this Agreement, the
Servicer shall be deemed to have received payments on the Mortgage Loans when
the Sub-Servicer receives such payments.
|
SECTION
3.09
|
Collection
of Taxes and Similar Items; Servicing
Accounts.
|
To
the
extent the terms of a Mortgage provide for Escrow Payments, the Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into
which all collections from the Mortgagors (or related advances from
Sub-Servicers) for the payment of taxes, fire, flood, and hazard insurance
premiums, hazard insurance proceeds (to the extent such amounts are to be
applied to the restoration or repair of the property) and comparable items
for
the account of the Mortgagors (“Escrow Payments”) shall be deposited and
retained. Servicing Accounts shall be Eligible Accounts. The Servicer shall
deposit in the Servicing Accounts on a daily basis and in no event later than
the second Business Day after receipt, and retain therein, all Escrow Payments
collected on account of the Mortgage Loans, for the purpose of effecting the
timely payment of any such items as required under the terms of this Agreement.
Withdrawals of amounts from a Servicing Account may be made only to (i) effect
timely payment of taxes, fire, flood, and hazard insurance premiums, and
comparable items; (ii) reimburse the Servicer out of related collections for
any
advances made pursuant to Section 3.01 (with respect to taxes and assessments)
and Section 3.14 (with respect to fire, flood and hazard insurance); (iii)
refund to Mortgagors any sums as may be determined to be overages; (iv) pay
interest, if required and as described below, to Mortgagors on balances in
the
Servicing Account; or (v) clear and terminate the Servicing Account at the
termination of the Servicer’s obligations and responsibilities in respect of the
Mortgage Loans under this Agreement in accordance with Article IX. As part
of
its servicing duties, the Servicer shall pay to the Mortgagors interest on
funds
in Servicing Accounts, to the extent required by law and, to the extent that
interest earned on funds in the Servicing Accounts is insufficient, to pay
such
interest from its or their own funds, without any reimbursement therefor.
Notwithstanding the foregoing, the Servicer shall not be obligated to collect
Escrow Payments if the related Mortgage Loan does not require such payments
but
the Servicer shall nevertheless be obligated to make Servicing Advances as
provided in Section 3.01. In the event the Servicer shall deposit in the
Servicing Accounts any amount not required to be deposited therein, it may
at
any time withdraw such amount from the Servicing Accounts, any provision to
the
contrary notwithstanding.
To
the
extent that a Mortgage does not provide for Escrow Payments, the Servicer (i)
shall determine whether any such payments are made by the Mortgagor in a manner
and at a time that is necessary to avoid the loss of the Mortgaged Property
due
to a tax sale or the foreclosure as a result of a tax lien and (ii) shall ensure
that all insurance required to be maintained on the Mortgaged Property pursuant
to this Agreement is maintained. If any such payment has not been
made and the Servicer receives notice of a tax lien with respect to the Mortgage
Loan being imposed, the Servicer will, to the extent required to avoid loss
of
the Mortgaged Property, advance or cause to be advanced funds necessary to
discharge such lien on the Mortgaged Property. The Servicer assumes
full responsibility for the payment of all such bills and shall effect payments
of all such bills irrespective of the Mortgagor’s faithful performance in the
payment of same or the making of the Escrow Payments and shall make Servicing
Advances from its own funds to effect such payments.
|
SECTION
3.10
|
Collection
Account.
|
(a) On
behalf
of the Trust Fund, the Servicer shall establish and maintain one or more
separate, segregated trust accounts (such account or accounts, the “Collection
Account”), held in trust for the benefit of the Trust Administrator, the Trustee
and the Certificateholders. On behalf of the Trust Fund, the Servicer shall
deposit or cause to be deposited in the clearing account (which account must
be
an Eligible Account) in which it customarily deposits payments and collections
on mortgage loans in connection with its mortgage loan servicing activities
on a
daily basis, and in no event more than two Business Days after the Servicer’s
receipt thereof, and shall thereafter deposit in the Collection Account, in
no
event more than one Business Day after the deposit of such funds into the
clearing account, as and when received or as otherwise required hereunder,
the
following payments and collections received or made by it from and after the
Cut-off Date (other than in respect of principal or interest on the related
Mortgage Loans due on or before the Cut-off Date), or payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a Due Period subsequent thereto:
(i) all
payments on account of principal, including Principal Prepayments (but not
Prepayment Charges), on the Mortgage Loans;
(ii) all
payments on account of interest (net of the related Servicing Fee and any
Prepayment Interest Excess) on each Mortgage Loan;
(iii) all
Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other than
(a) proceeds to be held in an escrow account and applied to the restoration
or
repair of the Mortgaged Property or released to the Mortgagor in accordance
with
the terms of this Agreement or (b) proceeds collected in respect of any
particular REO Property and amounts paid by the Servicer in connection with
a
purchase of Mortgage Loans and REO Properties pursuant to Section
9.01);
(iv) any
amounts required to be deposited pursuant to Section 3.12 in connection with
any
losses realized on Permitted Investments with respect to funds held in the
Collection Account;
(v) any
amounts required to be deposited by the Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;
(vi) all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03 or Section 9.01;
(vii) all
amounts required to be deposited in connection with shortfalls in principal
amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03;
and
(viii) all
Prepayment Charges collected by the Servicer and any Servicer Prepayment Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans.
For
purposes of the immediately preceding sentence, the Cut-off Date with respect
to
any Qualified Substitute Mortgage Loan shall be deemed to be the date of
substitution.
The
foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges, Prepayment
Interest Excess or assumption fees (other than Prepayment Charges) need not
be
deposited by the Servicer in the Collection Account. In the event the Servicer
shall deposit in the Collection Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Collection Account,
any provision herein to the contrary notwithstanding.
(b) The
Servicer shall deliver to the Trust Administrator in immediately available
funds
for deposit in the Distribution Account on or before 3:00 p.m. New York time
(it
being understood that such time shall not apply if the Backup Servicer is acting
as the Successor Servicer) on the Servicer Remittance Date, that portion of
the
Available Distribution Amount (calculated without regard to the subtraction
therefrom of the Backup Servicer Fee or the Credit Risk Manager Fee) for the
related Distribution Date then on deposit in the Collection Account, the amount
of all Prepayment Charges collected during the applicable Prepayment Period
by
the Servicer and Servicer Prepayment Charge Payment Amounts in connection with
the Principal Prepayment of any of the Mortgage Loans then on deposit in the
Collection Account.
(c) Funds
in
the Collection Account may be invested in Permitted Investments in accordance
with the provisions set forth in Section 3.12. The Servicer shall give notice
to
the Trust Administrator (who shall give notice to the Trustee, the Depositor
and
the Master Servicer) of the location of the Collection Account maintained by
it
when established and prior to any change thereof.
(d) Funds
held in the Collection Account at any time may be delivered by the Servicer
to
the Trust Administrator for deposit in an account (which may be the Distribution
Account and must satisfy the standards for the Distribution Account as set
forth
in the definition thereof) and for all purposes of this Agreement shall be
deemed to be a part of the Collection Account; provided, however, that the
Trust
Administrator shall have the sole authority to withdraw any funds held pursuant
to this subsection (d). In the event the Servicer shall deliver to the Trust
Administrator for deposit in the Distribution Account any amount not required
to
be deposited therein, it may at any time request that the Trust Administrator
withdraw such amount from the Distribution Account and remit to it any such
amount, any provision herein to the contrary notwithstanding. In addition,
the
Servicer shall deliver to the Trust Administrator from time to time for deposit,
and upon written notification from the Servicer, the Trust Administrator shall
so deposit, in the Distribution Account:
(i) any
P&I Advances, as required pursuant to Section 4.03;
(ii) any
amounts required to be deposited pursuant to Section 3.23(d) or (f) in
connection with any REO Property;
(iii) any
amounts to be paid by the Servicer in connection with a purchase of Mortgage
Loans and REO Properties pursuant to Section 9.01;
(iv) any
amounts required to be deposited pursuant to Section 3.24 in connection with
any
Prepayment Interest Shortfalls; and
(v) any
Stayed Funds, as soon as permitted by the federal bankruptcy court having
jurisdiction in such matters.
(e) Promptly
upon receipt of any Stayed Funds, whether from the Servicer, a trustee in
bankruptcy, or federal bankruptcy court or other source, the Trust Administrator
shall deposit such funds in the Distribution Account, subject to withdrawal
thereof as permitted hereunder.
(f) The
Servicer shall deposit in the Collection Account any amounts required to be
deposited pursuant to Section 3.12(b) in connection with losses realized on
Permitted Investments with respect to funds held in the Collection
Account.
|
SECTION
3.11
|
Withdrawals
from the Collection Account.
|
The
Servicer shall, from time to time, make withdrawals from the Collection Account
for any of the following purposes or as described in Section 4.03:
(i) to
remit
to the Trust Administrator for deposit in the Distribution Account the amounts
required to be so remitted pursuant to Section 3.10(b) or permitted to be so
remitted pursuant to the first sentence of Section 3.10(d);
(ii) subject
to Section 3.16(d), to reimburse the Servicer for P&I Advances, but only to
the extent of amounts received which represent Late Collections (net of the
related Servicing Fees) of Monthly Payments on Mortgage Loans with respect
to
which such P&I Advances were made in accordance with the provisions of
Section 4.03;
(iii) subject
to Section 3.16(d), to pay the Servicer or any Sub-Servicer (A) any unpaid
Servicing Fees, (B) any unreimbursed Servicing Advances with respect to each
Mortgage Loan, but only to the extent of any Liquidation Proceeds, Insurance
Proceeds or other amounts as may be collected by the Servicer from a Mortgagor,
or otherwise received with respect to such Mortgage Loan and (C) without
limiting any right of withdrawal set forth in clause (vi) below, any Servicing
Advances made with respect to a Mortgage Loan that, following the final
liquidation of a Mortgage Loan are Nonrecoverable Advances, but only to the
extent that Late Collections, Liquidation Proceeds and Insurance Proceeds
received with respect to such Mortgage Loan are insufficient to reimburse the
Servicer or any Sub-Servicer for such Servicing Advances;
(iv) to
pay to
the Servicer as servicing compensation (in addition to the Servicing Fee) on
the
Servicer Remittance Date any interest or investment income earned on funds
deposited in the Collection Account;
(v) to
pay to
the Servicer, the Depositor or the Sponsor, as the case may be, with respect
to
each Mortgage Loan that has previously been purchased or replaced pursuant
to
Section 2.03 all amounts received thereon subsequent to the date of purchase
or
substitution, as the case may be;
(vi) to
reimburse the Servicer for any P&I Advance or Servicing Advance previously
made which the Servicer has determined to be a Nonrecoverable Advance in
accordance with the provisions of Section 4.03;
(vii) to
reimburse the Servicer, the Master Servicer or the Depositor for expenses
incurred by or reimbursable to the Servicer, the Master Servicer or the
Depositor, as the case may be, pursuant to Section 6.03;
(viii) to
reimburse the Servicer, the Trust Administrator, the Master Servicer or the
Trustee, as the case may be, for expenses reasonably incurred in respect of
the
breach or defect giving rise to the purchase obligation under Section 2.03
or
Section 2.04 of this Agreement that were included in the Purchase Price of
the
Mortgage Loan, including any expenses arising out of the enforcement of the
purchase obligation;
(ix) to
pay
itself any Prepayment Interest Excess (to the extent not otherwise
retained);
(x) to
pay,
or to reimburse the Servicer for advances in respect of expenses incurred in
connection with any Mortgage Loan pursuant to Section 3.16(b);
(xi) to
clear
and terminate the Collection Account pursuant to Section 9.01; and
(xii) to
withdraw any amounts deposited in the Collection Account in error.
The
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Collection Account, to the extent held by or on behalf of it, pursuant to
subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
shall provide written notification to the Trustee, the Master Servicer and
the
Trust Administrator, on or prior to the next succeeding Servicer Remittance
Date, upon making any withdrawals from the Collection Account pursuant to
subclause (vii) above.
|
SECTION
3.12
|
Investment
of Funds in the Collection Account.
|
(a) The
Servicer may direct any depository institution maintaining the Collection
Account (for purposes of this Section 3.12, an “Investment Account”), to hold
the funds in such Investment Account uninvested or to invest the funds in such
Investment Account in one or more Permitted Investments specified in such
instruction bearing interest or sold at a discount, and maturing, unless payable
on demand, (i) no later than the Business Day immediately preceding the date
on
which such funds are required to be withdrawn from such account pursuant to
this
Agreement, if a Person other than the Trust Administrator is the obligor
thereon, and (ii) no later than the date on which such funds are required to
be
withdrawn from such account pursuant to this Agreement, if the Trust
Administrator is the obligor thereon. All such Permitted Investments shall
be
held to maturity, unless payable on demand. Any investment of funds
in an Investment Account shall be made in the name of the Trustee or in the
name
of a nominee of the Trustee. The Trust Administrator shall be entitled to sole
possession (except with respect to investment direction of funds held in the
Collection Account and any income and gain realized thereon) over each such
investment, and any certificate or other instrument evidencing any such
investment shall be delivered directly to the Trust Administrator or its agent,
together with any document of transfer necessary to transfer title to such
investment to the Trust Administrator or its nominee. In the event amounts
on
deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Trust Administrator shall:
(x) consistent
with any notice required to be given thereunder, demand that payment thereon
be
made on the last day such Permitted Investment may otherwise mature hereunder
in
an amount equal to the lesser of (1) all amounts then payable thereunder and
(2)
the amount required to be withdrawn on such date; and
(y) demand
payment of all amounts due thereunder promptly upon determination by a
Responsible Officer of the Trust Administrator that such Permitted Investment
would not constitute a Permitted Investment in respect of funds thereafter
on
deposit in the Investment Account.
(b) All
income and gain realized from the investment of funds deposited in the
Collection Account held by or on behalf of the Servicer, shall be for the
benefit of the Servicer and shall be subject to its withdrawal in accordance
with Section 3.11. The Servicer shall deposit in the Collection Account the
amount of any loss of principal incurred in respect of any such Permitted
Investment made with funds in such accounts immediately upon realization of
such
loss.
(c) Except
as
otherwise expressly provided in this Agreement, if any default occurs in the
making of a payment due under any Permitted Investment, or if a default occurs
in any other performance required under any Permitted Investment, the Trust
Administrator may and, subject to Section 8.01 and Section 8.02(a)(v), upon
the
request of the Holders of Certificates representing more than 50% of the Voting
Rights allocated to any Class of Certificates, shall take such action as may
be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings.
|
SECTION
3.13
|
[Reserved].
|
|
SECTION
3.14
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
(a) The
terms
of each Mortgage Note require the related Mortgagor to maintain fire, flood
and
hazard insurance policies. To the extent such policies are not maintained,
the
Servicer shall cause to be maintained for each Mortgaged Property fire and
hazard insurance with extended coverage as is customary in the area where the
Mortgaged Property is located in an amount which is at least equal to the least
of (i) the current principal balance of such Mortgage Loan, (ii) the amount
necessary to fully compensate for any damage or loss to the improvements which
are a part of such property on a replacement cost basis 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 Servicer shall also cause to be maintained fire and hazard insurance
on each REO Property with extended coverage as is customary in the area where
the Mortgaged Property is located in an amount which is at least equal to the
lesser of (i) the maximum insurable value of the improvements which are a part
of such property and (ii) the outstanding principal balance of the related
Mortgage Loan at the time it became an REO Property. The Servicer will comply
in
the performance of this Agreement with all reasonable rules and requirements
of
each insurer under any such hazard policies. Any amounts to be collected by
the
Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the property subject to the related Mortgage or amounts
to be released to the Mortgagor in accordance with the procedures that the
Servicer would follow in servicing loans held for its own account, subject
to
the terms and conditions of the related Mortgage and Mortgage Note) shall be
deposited in the Collection Account, subject to withdrawal pursuant to Section
3.11, if received in respect of a Mortgage Loan, or in the REO Account, subject
to withdrawal pursuant to Section 3.23, if received in respect of an REO
Property. Any cost incurred by the Servicer in maintaining any such insurance
shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit; provided,
however, that the Servicer may capitalize the amount of any Servicing Advances
in accordance with Section 3.07 incurred pursuant to this Section 3.14 in
connection with the modification of a Mortgage Loan. It is understood
and agreed that no earthquake or other additional insurance is to be required
of
any Mortgagor other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance.
If
the Mortgaged Property or REO Property is at any time in an area identified
in
the Federal Register by the Federal Emergency Management Agency as having
special flood hazards, the Servicer will cause to be maintained a flood
insurance policy in respect thereof. Such flood insurance shall be in
an amount equal to the least of (i) the unpaid principal balance of the related
Mortgage Loan, (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) and (iii) the maximum insurable value of the improvements which
are a part of such Mortgaged Property; provided, that, such flood insurance
must
also be equal to the replacement value or the maximum payable amount under
the
Flood Disaster Protection Act (“FDPA”).
In
the
event that the Servicer shall obtain and maintain a blanket policy with an
insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
Guide insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first two sentences of this Section 3.14, it being understood and agreed that
such policy may contain a deductible clause, in which case the Servicer shall,
in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with the first two sentences of
this
Section 3.14, and there shall have been one or more losses which would have
been
covered by such policy, deposit to the Collection Account from its own funds
the
amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as administrator and servicer of
the
Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself,
the Trustee, the Trust Fund and the Certificateholders, claims under any such
blanket policy in a timely fashion in accordance with the terms of such
policy.
(b) The
Servicer shall keep in force during the term of this Agreement a policy or
policies of insurance covering errors and omissions for failure in the
performance of its respective obligations under this Agreement, which policy
or
policies shall be in such form and amount that would meet the requirements
of
Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans, unless
the Servicer, has obtained a waiver of such requirements from Xxxxxx Mae or
Xxxxxxx Mac. The Servicer shall each also maintain a fidelity bond in the form
and amount that would meet the requirements of Xxxxxx Mae or Xxxxxxx Mac, unless
the Servicer, has obtained a waiver of such requirements from Xxxxxx Mae or
Xxxxxxx Mac. The Servicer shall be deemed to have complied with this provision
if an Affiliate of the Servicer, has such errors and omissions and fidelity
bond
coverage and, by the terms of such insurance policy or fidelity bond, the
coverage afforded thereunder extends to the Servicer. Any such errors and
omissions policy and fidelity bond shall by its terms not be cancelable without
thirty days’ prior written notice to the Trustee, the Master Servicer and the
Trust Administrator.
The
Servicer shall provide to the Master Servicer evidence (in the form of an
incumbency certificate) of the authorization of the person signing any
certification, statement, copy or other evidence of any fidelity bond or errors
and omissions policy maintained pursuant to this Section 3.14; provided however,
if the Backup Servicer shall become the successor servicer, it shall not be
obligated to provide such authorization until it has received a prior written
request for such form from the Master Servicer.
|
SECTION
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption
Agreements.
|
The
Servicer will, to the extent it has knowledge of any conveyance or prospective
conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
conveyance or by contract of sale, and whether or not the Mortgagor remains
or
is to remain liable under the Mortgage Note and/or the Mortgage), exercise
its
rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided, however, that the Servicer shall
not exercise any such rights if prohibited by law from doing so. If the Servicer
reasonably believes it is unable under applicable law to enforce such
“due-on-sale” clause, or if any of the other conditions set forth in the proviso
to the preceding sentence apply, the Servicer will enter into an assumption
and
modification agreement from or with the person to whom such property has been
conveyed or is proposed to be conveyed, pursuant to which such person becomes
liable under the Mortgage Note and, to the extent permitted by applicable state
law, the Mortgagor remains liable thereon. The Servicer is also authorized
to
enter into a substitution of liability agreement with such person, pursuant
to
which the original Mortgagor is released from liability and such person is
substituted as the Mortgagor and becomes liable under the Mortgage Note,
provided that no such substitution shall be effective unless such person
satisfies the then current underwriting criteria of the Servicer for mortgage
loans similar to the Mortgage Loans. In connection with any assumption or
substitution, the Servicer shall apply such underwriting standards and follow
such practices and procedures as shall be normal and usual in its general
mortgage servicing activities and as it applies to other mortgage loans owned
solely by it. The Servicer shall not take or enter into any assumption and
modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy. Any fee collected
by
the Servicer in respect of an assumption or substitution of liability agreement
will be retained by the Servicer as additional servicing compensation. In
connection with any such assumption, no material term of the Mortgage Note
(including but not limited to the related Mortgage Rate and the amount of the
Monthly Payment) may be amended or modified, except as otherwise required
pursuant to the terms thereof. The Servicer shall notify the Trustee, the Master
Servicer and the Trust Administrator that any such substitution or assumption
agreement has been completed by forwarding to the Custodian on behalf of the
Trustee the executed original of such substitution or assumption agreement,
which document shall be added to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as
all
other documents and instruments constituting a part thereof.
Notwithstanding
the foregoing paragraph or any other provision of this Agreement, the Servicer
shall not be deemed to be in default, breach or any other violation of its
obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or by the terms of the Mortgage Note or any assumption which
the Servicer may be restricted by law from preventing, for any reason
whatsoever. For purposes of this Section 3.15, the term “assumption” is deemed
to also include a sale (of the Mortgaged Property) subject to the Mortgage
that
is not accompanied by an assumption or substitution of liability
agreement.
|
SECTION
3.16
|
Realization
Upon Defaulted Mortgage Loans.
|
(a) The
Servicer shall, consistent with the servicing standard set forth in Section
3.01, foreclose upon or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and
as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. The Servicer shall be responsible for all
costs and expenses incurred by it in any such proceedings; provided, however,
that such costs and expenses will be recoverable as Servicing Advances by the
Servicer as contemplated in Section 3.11 and Section 3.23. The foregoing is
subject to the provision that, in any case in which Mortgaged Property shall
have suffered damage from an Uninsured Cause, the Servicer shall not be required
to expend its own funds toward the restoration of such property unless it shall
determine in its discretion that such restoration will increase the proceeds
of
liquidation of the related Mortgage Loan after reimbursement to itself for
such
expenses.
(b) Notwithstanding
the foregoing provisions of this Section 3.16 or any other provision of this
Agreement, with respect to any Mortgage Loan as to which the Servicer has
received actual notice of, or has actual knowledge of, the presence of any
toxic
or hazardous substance on the related Mortgaged Property, the Servicer shall
not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, or (ii)
otherwise acquire possession of, or take any other action with respect to,
such
Mortgaged Property, if, as a result of any such action, the Trustee, the Trust
Fund, the Trust Administrator, the Master Servicer, the Servicer or the
Certificateholders would be considered to hold title to, to be a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
or any comparable law, unless the Servicer has also previously determined,
based
on its reasonable judgment and a report prepared by a Person who regularly
conducts environmental audits using customary industry standards,
that:
(1) such
Mortgaged Property is in compliance with applicable environmental laws or,
if
not, that it would be in the best economic interest of the Trust Fund to take
such actions as are necessary to bring the Mortgaged Property into compliance
therewith; and
(2) there
are no circumstances present at such Mortgaged Property relating to the use,
management or disposal of any hazardous substances, hazardous materials,
hazardous wastes, or petroleum-based materials for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under any
federal, state or local law or regulation, or that if any such materials are
present for which such action could be required, that it would be in the best
economic interest of the Trust Fund to take such actions with respect to the
affected Mortgaged Property.
The
cost
of the environmental audit report contemplated by this Section 3.16 shall be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(a)(ix), such
right of reimbursement being prior to the rights of Certificateholders to
receive any amount in the Collection Account received in respect of the affected
Mortgage Loan or other Mortgage Loans.
If
the
Servicer determines, as described above, that it is in the best economic
interest of the Trust Fund to take such actions as are necessary to bring any
such Mortgaged Property into compliance with applicable environmental laws,
or
to take such action with respect to the containment, clean-up or remediation
of
hazardous substances, hazardous materials, hazardous wastes or petroleum-based
materials affecting any such Mortgaged Property, then the Servicer shall take
such action as it deems to be in the best economic interest of the Trust Fund.
The cost of any such compliance, containment, cleanup or remediation shall
be
advanced by the Servicer, subject to the Servicer’s right to be reimbursed
therefor from the Collection Account as provided in Section 3.11(a)(ix), such
right of reimbursement being prior to the rights of Certificateholders to
receive any amount in the Collection Account received in respect of the affected
Mortgage Loan or other Mortgage Loans.
(c) The
Servicer shall have the right to purchase from REMIC I any defaulted Mortgage
Loan that is 90 days or more delinquent, which the Servicer determines in good
faith will otherwise become subject to foreclosure proceedings (evidence of
such
determination to be delivered in writing to the Trustee and the Trust
Administrator, in form and substance satisfactory to the Trustee and the Trust
Administrator prior to purchase), at a price equal to the Purchase Price;
provided, however, that the Servicer shall not use any procedure in selecting
Mortgage Loans to be repurchased which is materially adverse to the interests
of
the Certificateholders. The Purchase Price for any Mortgage Loan purchased
hereunder shall be deposited in the Collection Account, and the Trustee, upon
receipt of written certification from the Servicer of such deposit, shall
release or cause to be released to the Servicer the related Mortgage File and
the Trustee, upon receipt of written certification from the Servicer of such
deposit, shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, as the Servicer shall furnish and as shall be
necessary to vest in the Servicer title to any Mortgage Loan released pursuant
hereto.
(d) Proceeds
received in connection with any Final Recovery Determination, as well as any
recovery resulting from a partial collection of Insurance Proceeds or
Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the
following order of priority: first, to reimburse the Servicer or any
Sub-Servicer for any related unreimbursed Servicing Advances and P&I
Advances, pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, to accrued
and
unpaid interest on the Mortgage Loan, to the date of the Final Recovery
Determination, or to the Due Date prior to the Distribution Date on which such
amounts are to be distributed if not in connection with a Final Recovery
Determination; and third, as a recovery of principal of the Mortgage Loan.
If
the amount of the recovery so allocated to interest is less than the full amount
of accrued and unpaid interest due on such Mortgage Loan, the amount of such
recovery will be allocated by the Servicer as follows: first, to unpaid
Servicing Fees; and second, to the balance of the interest then due and owing.
The portion of the recovery so allocated to unpaid Servicing Fees shall be
reimbursed to the Servicer or any Sub-Servicer pursuant to Section
3.11(a)(iii)(A).
|
SECTION
3.17
|
Trustee
to Cooperate; Release of Mortgage
Files.
|
(a) Upon
the
payment in full of any Mortgage Loan, or the receipt by the Servicer of a
notification that payment in full shall be escrowed in a manner customary for
such purposes, the Servicer will immediately notify the Custodian, on behalf
of
the Trustee, by a Request for Release in the form of Exhibit E (which
certification shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Collection Account pursuant to Section 3.10 have been or will
be so deposited) of a Servicing Officer and shall request that the Custodian,
on
behalf of the Trustee, deliver to it the Mortgage File. Upon receipt of such
certification and request, the Custodian, on behalf of the Trustee, shall
promptly release the related Mortgage File to the Servicer, and the Servicer
is
authorized to cause the removal from the registration on the MERS® System of any
such Mortgage, if applicable, and to execute and deliver, on behalf of the
Trustee and the Certificateholders or any of them, any and all instruments
of
satisfaction or cancellation or of partial or full release. No
expenses incurred in connection with any instrument of satisfaction or deed
of
reconveyance shall be chargeable to the Collection Account or the Distribution
Account.
The
Trustee (or the Custodian on its behalf) shall, at the written request and
expense of any Certificateholder, provide a written report to such
Certificateholder of all Mortgage Files released to the Servicer for servicing
purposes.
(b) From
time
to time and as appropriate for the servicing or foreclosure of any Mortgage
Loan, including, for this purpose, collection under any insurance policy
relating to the Mortgage Loans, the Custodian, on behalf of the Trustee, shall,
upon request of the Servicer and delivery to the Custodian and the Trustee
of a
Request for Release in the form of Exhibit E, release the related Mortgage
File
to the Servicer, and the Custodian, on behalf of the Trustee, shall, at the
direction of the Servicer, execute such documents as shall be necessary to
the
prosecution of any such proceedings. Such Request for Release shall obligate
the
Servicer to return each and every document previously requested from the
Mortgage File to the Custodian when the need therefor by the Servicer no longer
exists, unless the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Collection
Account or the Mortgage File or such document has been delivered to an attorney,
or to a public trustee or other public official as required by law, for purposes
of initiating or pursuing legal action or other proceedings for the foreclosure
of the Mortgaged Property either judicially or non-judicially, and the Servicer
has delivered to the Custodian, on behalf of the Trustee, a certificate of
a
Servicing Officer certifying as to the name and address of the Person to which
such Mortgage File or such document was delivered and the purpose or purposes
of
such delivery. Upon receipt of a certificate of a Servicing Officer stating
that
such Mortgage Loan was liquidated and that all amounts received or to be
received in connection with such liquidation that are required to be deposited
into the Collection Account have been so deposited, or that such Mortgage Loan
has become an REO Property, a copy of the Request for Release shall be released
by the Custodian, on behalf of the Trustee, to the Servicer.
(c) Upon
written certification of a Servicing Officer, the Trustee shall execute and
deliver to the Servicer any court pleadings, requests for trustee’s sale or
other documents reasonably necessary to the foreclosure or trustee’s sale in
respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain
a
deficiency judgment, or to enforce any other remedies or rights provided by
the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each
such
certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or
trustee’s sale.
|
SECTION
3.18
|
Servicing
Compensation.
|
As
compensation for the activities of the Servicer hereunder, the Servicer shall
be
entitled to the Servicing Fee with respect to each Mortgage Loan payable solely
from payments of interest in respect of such Mortgage Loan, subject to Section
3.24. The Servicer agrees that the Servicing Rights Owner has the right to
the
Servicing Fee, less an amount to be retained by the Servicer as its servicing
compensation as agreed to by the Servicing Rights Owner and the
Servicer. In addition, the Servicer shall be entitled to recover
unpaid Servicing Fees out of Insurance Proceeds, Subsequent Recoveries or
Liquidation Proceeds to the extent permitted by Section 3.11(a)(iii)(A) and
out
of amounts derived from the operation and sale of an REO Property to the extent
permitted by Section 3.23. The right to receive the Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of all
of
the Servicer’s responsibilities and obligations under this
Agreement.
Additional
servicing compensation in the form of assumption fees, late payment charges
and
other similar fees and charges (other than Prepayment Charges) shall be retained
by the Servicer (subject to Section 3.24) only to the extent such fees or
charges are received by the Servicer. The Servicer shall also be entitled
pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, and
pursuant to Section 3.23(b) to withdraw from any REO Account, as additional
servicing compensation, interest or other income earned on deposits therein,
subject to Section 3.12 and Section 3.24. The Servicer shall be required to
pay
all expenses incurred by it in connection with its servicing activities
hereunder (including premiums for the insurance required by Section 3.14, to
the
extent such premiums are not paid by the related Mortgagors or by a
Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent
provided herein in Section 8.05, the fees and expenses of the Trustee and the
Trust Administrator) and shall not be entitled to reimbursement therefor except
as specifically provided herein.
|
SECTION
3.19
|
Reports;
Collection Account Statements.
|
Upon
reasonable request by the Master Servicer or the Trust Administrator (such
request to be made by the related Distribution Date), the Servicer shall forward
to the Master Servicer and the Trust Administrator no later than ten calendar
days after such request, a statement prepared by the Servicer setting forth
the
status of the Collection Account as of the close of business on the last day
of
the calendar month relating to such Distribution Date and showing, for the
period covered by such statement, the aggregate amount of deposits into and
withdrawals from the Collection Account of each category of deposit specified
in
Section 3.10(a) and each category of withdrawal specified in Section 3.11.
Such
statement may be (i) in a form of the then current Xxxxxx Xxx Monthly Accounting
Report for its Guaranteed Mortgage Pass Through Program with appropriate
additions and changes, or (ii) in a format as mutually agreed to among the
Servicer, the Master Servicer and the Trust Administrator, and shall also
include information as to the aggregate of the outstanding principal balances
of
all of the Mortgage Loans as of the last day of the calendar month immediately
preceding such Distribution Date. Copies of such statement shall be
provided by the Trust Administrator to any Certificateholder and to any Person
identified to the Trust Administrator as a prospective transferee of a
Certificate, upon the request and at the expense of the requesting party,
provided such statement is delivered by the Servicer to the Trust
Administrator.
|
SECTION
3.20
|
Statement
as to Compliance.
|
The
Servicer shall deliver (and cause any Servicing Function Participant engaged
by
it to deliver) to the Trust Administrator, on or before March 15th, with no
cure
period, of each calendar year beginning in 2008 and the Master Servicer and
the
Trust Administrator shall deliver (or otherwise make available) to the Depositor
on or before March 15th of each
calendar
year beginning in 2008, an Officers’ Certificate (an “Annual Statement of
Compliance”) stating, as to each signatory thereof, that (i) a review of such
party’s activities during the preceding calendar year or portion thereof and of
such party’s performance under this Agreement, or such other applicable
agreement in the case of a Servicing Function Participant has been made under
such officers’ supervision and (ii) to the best of such officers’ knowledge,
based on such review, such party has fulfilled all of its obligations under
this
Agreement, or such other applicable agreement in the case of a Servicing
Function Participant, in all material respects throughout such year or portion
thereof, or, if there has been a failure to fulfill any such obligation in
any
material respect, specifying each such failure known to such officer and the
nature and status of cure provisions thereof. The Servicer shall
deliver, or cause any entity determined by the Servicer to be a Sub-Servicer
to
deliver, a similar Annual Statement of Compliance by any Sub-Servicer to which
the Servicer has delegated any servicing responsibilities with respect to the
Mortgage Loans, to the Trust Administrator as described above as and when
required with respect to the Servicer.
The
Master Servicer shall include all annual statements of compliance received
by it
from the Servicer with its own annual statement of compliance to be submitted
to
the Trust Administrator pursuant to this Section.
In
the
event the Servicer, the Master Servicer, the Trust Administrator or any
Servicing Function Participant engaged by any such party is terminated or
resigned pursuant to the terms of the Agreement, or any applicable agreement
in
the case of a Servicing Function Participant, as the case may be,
such party shall provide an Officer’s Certificate pursuant to this Section 3.20
or the relevant section of such other applicable agreement, as the case may
be,
notwithstanding any such termination, assignment or resignation.
If
the
Servicer does not deliver the Annual Statement of Compliance by March 15th of any
year,
either the Trust Administrator or the Depositor shall provide the Servicer
with
written notice, which may be electronic and confirmed by email, of its failure
to deliver such Annual Statement of Compliance.
Failure
of the Servicer to timely comply with this Section 3.20, shall be deemed a
Servicer Event of Default, and upon the receipt of written notice from the
Trust
Administrator or the Master Servicer of a Servicer Event of Default, the Trustee
or the Master Servicer, as applicable, may, and at the direction of the
Depositor shall, in addition to whatever rights the Trustee or the Master
Servicer, as applicable, may have under this Agreement and at law or in equity
or to damages, including injunctive relief and specific performance, upon notice
immediately terminate all the rights and obligations of the Servicer under
this
Agreement and in and to the Mortgage Loans and the proceeds thereof without
compensating the Servicer for the same; provided that to the extent that any
provision of this Agreement expressly provides for the survival of certain
rights or obligations following termination of the Servicer, such provision
shall be given effect. This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary.
Each
of
the Servicer, the Master Servicer and the Trust Administrator shall severally,
but not jointly, indemnify and hold harmless the Depositor, the Master Servicer,
the Trust Administrator and their 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 solely and directly upon a breach
of
the obligations of such indemnifying party under this Section
3.20. Such indemnification shall not cover any damages that are
indirect, consequential, punitive or special in nature.
|
SECTION
3.21
|
Assessments
of Compliance and Attestation
Reports.
|
(a) By
March
15th of each
calendar year, commencing in March 2008, the Servicer, the Master Servicer,
the
Trust Administrator and the Custodian (as set forth in the Custodial Agreement),
each at its own expense, shall furnish or otherwise make available, and each
such party shall cause any Servicing Function Participant engaged by it to
furnish, each at its own expense, to the Trust Administrator (and the Trust
Administrator shall furnish or otherwise make available to the Depositor),
a
report on an assessment of compliance with the Relevant Servicing Criteria
that
contains (A) a statement by such party of its responsibility for assessing
compliance with the Relevant Servicing Criteria, (B) a statement that such
party
used the Relevant Servicing Criteria to assess compliance with the Relevant
Servicing Criteria, (C) such party’s assessment of compliance with the Relevant
Servicing Criteria as of and for the fiscal year covered by the Form 10-K
required to be filed pursuant to Section 4.06, including, if there has been
any
material instance of noncompliance with the Relevant Servicing Criteria, a
discussion of each such failure and the nature and status thereof, and (D)
a
statement that a registered public accounting firm has issued an attestation
report on such party’s assessment of compliance with the Relevant Servicing
Criteria as of and for such period (the “Attestation Report”).
Promptly
after receipt of each such report on assessment of compliance, (i) the Depositor
shall review each such report and, if applicable, consult with the Servicer,
the
Master Servicer, the Trust Administrator, the Custodian (as set forth in the
Custodial Agreement) and any Servicing Function Participant engaged by such
parties, as to the nature of any material instance of noncompliance with the
Relevant Servicing Criteria by each such party, and (ii) the Trust Administrator
shall confirm that the assessments, taken as a whole, address all of the
Servicing Criteria and taken individually address the Relevant Servicing
Criteria for each party as set forth on Exhibit C and notify the Depositor
of
any exceptions.
The
Master Servicer shall include all annual reports on assessment of compliance
received by it from the Servicer with its own assessment of compliance to be
submitted to the Trust Administrator pursuant to this Section.
In
the
event the Servicer, the Master Servicer, the Trust Administrator, the Custodian,
or any Servicing Function Participant engaged by any such party is terminated,
assigns its rights and obligations under, or resigns pursuant to, the terms
of
this Agreement, such party shall provide a report on assessment of compliance
pursuant to this Section 3.21, notwithstanding any such termination, assignment
or resignation.
(b) By
March 15th of
each year, commencing in March 2008, the Servicer, the Master Servicer, the
Trust Administrator and the Custodian (as set forth in the Custodial Agreement),
each at its own expense, shall cause, and each such party shall cause any
Servicing Function Participant engaged by it to cause, each at its own expense,
a registered public accounting firm (which may also render other services to
the
Servicer, the Master Servicer, the Trust Administrator, the Custodian, or such
other Servicing Function Participants, as the case may be) and that is a member
of the American Institute of Certified Public Accountants to furnish an
attestation report to the Trust Administrator and the Depositor, to the effect
that (i) it has obtained a representation regarding certain matters from the
management of such party, which includes an assertion that such party has
complied with the Relevant Servicing Criteria, and (ii) on the basis of an
examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the Public Company Accounting Oversight Board,
it is expressing an opinion as to whether such party’s compliance with the
Relevant Servicing Criteria was fairly stated in all material respects, or
it
cannot express an overall opinion regarding such party’s assessment of
compliance with the Relevant Servicing Criteria. In the event that an
overall opinion cannot be expressed, such registered public accounting firm
shall state in such report why it was unable to express such an
opinion. Such report must be available for general use and not
contain restricted use language.
Promptly
after receipt of each such assessment of compliance and attestation report,
the
Trust Administrator shall confirm that each assessment submitted pursuant to
Section 3.21(a) is coupled with an attestation meeting the requirements of
this
Section and notify the Depositor of any exceptions.
The
Master Servicer shall include each such attestation furnished to it by the
Servicer with its own attestation to be submitted to the Trust Administrator
pursuant to this Section.
In
the
event the Servicer, the Master Servicer, the Trust Administrator, the Custodian,
or any Servicing Function Participant engaged by any such party, is terminated,
assigns its rights and duties under, or resigns pursuant to the terms of, this
Agreement, or any applicable custodial agreement, Servicing Agreement or
sub-servicing agreement, as the case may be, such party shall cause a registered
public accounting firm to provide an attestation pursuant to this Section
3.21(b), notwithstanding any such termination, assignment or
resignation.
(c) Failure
of the Servicer to timely comply with this Section 3.21 shall be deemed a
Servicer Event of Default, and upon written receipt of notice (which notice
may
be delivered electronically) from the Master Servicer of the Servicer Event
of
Default, the Trustee or the Master Servicer, as applicable, at the direction
of
the Depositor may, in addition to whatever rights the Trustee or the Master
Servicer, as applicable, may have under this Agreement and at law or in equity,
including injunctive relief and specific performance, upon notice immediately
terminate (as provided in Section 7.01(a)) all the rights and obligations of
the
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Servicer for the same; provided, however,
the
Depositor shall not be entitled to instruct the Trustee to terminate the rights
and obligations of the Servicer pursuant to the above if a failure of the
Servicer to identify a subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB was attributable solely to
the
role or functions of such subcontractor with respect to mortgage loans other
than the Mortgage Loans. This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary.
Each
of
the Servicer, the Master Servicer and the Trust Administrator shall severally,
but not jointly, indemnify and hold harmless the Depositor, the Master Servicer
and the Trust Administrator and its respective officers, directors and
Affiliates from and against any actual losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that such Person may sustain based solely and
directly upon a breach of the obligations of such indemnifying party under
this
Section 3.21.
If
the
indemnifications provided for herein are unavailable or insufficient to hold
harmless any indemnified party, then the indemnifying party agrees that it
shall
contribute to the amount paid or payable by such indemnified party as a result
of any claims, losses, damages or liabilities incurred by such indemnified
party
in such proportion as is appropriate to reflect the relative fault of such
indemnified party on the one hand and the indemnifying party on the
other. This indemnification shall survive the termination of this
Agreement or the termination of the indemnifying party.
|
SECTION
3.22
|
Access
to Certain Documentation.
|
The
Servicer shall provide to the Depositor, the Master Servicer, the Trust
Administrator and the Trustee access to the documentation regarding the Mortgage
Loans required by applicable laws and regulations. Such access shall be afforded
without charge, but only upon reasonable request and during normal business
hours at the offices of the Servicer designated by it. In addition, access
to
the documentation regarding the Mortgage Loans required by applicable laws
and
regulations will be provided to the Trustee, the Master Servicer or the Trust
Administrator on behalf of, and for purposes of providing such documentation
to,
any Person identified as a Certificateholder or any federal or state
banking or insurance regulatory authority that may exercise authority over
any
Certificateholder or a prospective transferee of a Certificate subject to the
execution of a confidentiality agreement in form and substance satisfactory
to
the Servicer, upon reasonable request during normal business hours at the
offices of the Servicer designated by it at the expense of the Trustee, the
Master Servicer or Trust Administrator. Nothing in this Section 3.22 shall
derogate from the obligation of any such party to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the failure
of any such party to provide access as provided in this Section as a result
of
such obligation shall not constitute a breach of this Section
3.22. In each case, access to any documentation regarding the
Mortgage Loans may be conditioned upon the requesting party’s acknowledgment in
writing of a confidentiality agreement regarding any information that is
required to remain confidential under the Xxxxx-Xxxxx-Xxxxxx Act of
1999.
|
SECTION
3.23
|
Title,
Management and Disposition of REO
Property.
|
(a) The
deed
or certificate of sale of any REO Property shall be taken in the name of the
Trustee, or its nominee, in trust for the benefit of the Certificateholders.
The
Servicer, on behalf of the Trust Fund, shall either sell any REO Property before
the close of the third taxable year following the year the Trust Fund acquires
ownership of such REO Property for purposes of Section 860G(a)(8) of the Code
or
request from the Internal Revenue Service, no later than 60 days before the
day
on which the above three-year grace period would otherwise expire, an extension
of the above three-year grace period, unless the Servicer shall have delivered
to the Trustee, the Master Servicer, the Trust Administrator and the Depositor
an Opinion of Counsel, addressed to the Trustee, the Trust Administrator and
the
Depositor, to the effect that the holding by the Trust Fund of such REO Property
subsequent to the close of the third taxable year after its acquisition will
not
result in the imposition on the Trust Fund of taxes on “prohibited transactions”
thereof, as defined in Section 860F of the Code, or cause any Trust REMIC to
fail to qualify as a REMIC under Federal law at any time that any Certificates
are outstanding. The Servicer shall manage, conserve, protect and operate each
REO Property for the Certificateholders solely for the purpose of its prompt
disposition and sale in a manner which does not cause such REO Property to
fail
to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code or result in the receipt by any Trust REMIC of any “income from
non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code,
or any “net income from foreclosure property” which is subject to taxation under
the REMIC Provisions.
(b) The
Servicer shall segregate and hold all funds collected and received in connection
with the operation of any REO Property separate and apart from its own funds
and
general assets and shall establish and maintain with respect to REO Properties
an account held in trust for the Trustee for the benefit of the
Certificateholders (the “REO Account”), which shall be an Eligible Account. The
Servicer shall be permitted to allow the Collection Account to serve as the
REO
Account, subject to separate ledgers for each REO Property. The Servicer shall
be entitled to retain or withdraw any interest income paid on funds deposited
in
the REO Account.
(c) The
Servicer shall have full power and authority, subject only to the specific
requirements and prohibitions of this Agreement, to do any and all things in
connection with any REO Property as are consistent with the manner in which
the
Servicer manages and operates similar property owned by the Servicer or any
of
its Affiliates, all on such terms and for such period as the Servicer deems
to
be in the best interests of Certificateholders. In connection therewith, the
Servicer shall deposit, or cause to be deposited in the clearing account (which
account must be an Eligible Account) in which it customarily deposits payments
and collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than two Business Days after
the Servicer’s receipt thereof, and shall thereafter deposit in the REO Account,
in no event more than one Business Day after the deposit of such funds into
the
clearing account, all revenues received by it with respect to an REO Property
and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of such REO Property including, without
limitation:
(i) all
insurance premiums due and payable in respect of such REO Property;
(ii) all
real
estate taxes and assessments in respect of such REO Property that may result
in
the imposition of a lien thereon; and
(iii) all
costs
and expenses necessary to maintain such REO Property.
To
the
extent that amounts on deposit in the REO Account with respect to an REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Servicer shall advance from
its own funds such amount as is necessary for such purposes if, but only if,
the
Servicer would make such advances if the Servicer owned the REO Property and
if
in the Servicer’s judgment, the payment of such amounts will be recoverable from
the rental or sale of the REO Property.
Notwithstanding
the foregoing, none of the Servicer, the Trust Administrator or the Trustee
shall:
1. 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;
(iv) authorize
any amount to be received or accrued under any New Lease other than amounts
that
will constitute Rents from Real Property;
(v) 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
(vi) authorize
any Person to Directly Operate any REO Property on any date more than 90 days
after its date of acquisition by the Trust Fund;
unless,
in any such case, the Servicer has obtained an Opinion of Counsel, provided
to
the Trust Administrator, the Master Servicer and the Trustee, to the effect
that
such action will not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code at any time that
it is held by the Trust Fund, in which case the Servicer may take such actions
as are specified in such Opinion of Counsel.
The
Servicer may contract with any Independent Contractor for the operation and
management of any REO Property, provided that:
2. the
terms
and conditions of any such contract shall not be inconsistent
herewith;
(vii) any
such
contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection with
the operation and management of such REO Property, including those listed above
and remit all related revenues (net of such costs and expenses) to the Servicer
as soon as practicable, but in no event later than thirty days following the
receipt thereof by such Independent Contractor;
(viii) none
of
the provisions of this Section 3.23(c) relating to any such contract or to
actions taken through any such Independent Contractor shall be deemed to relieve
the Servicer of any of its duties and obligations to the Trustee on behalf
of
the Certificateholders with respect to the operation and management of any
such
REO Property; and
(ix) the
Servicer shall be obligated with respect thereto to the same extent as if it
alone were performing all duties and obligations in connection with the
operation and management of such REO Property.
The
Servicer shall be entitled to enter into any agreement with any Independent
Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such
indemnification. The Servicer shall be solely liable for all fees owed by it
to
any such Independent Contractor, irrespective of whether the Servicer’s
compensation pursuant to Section 3.18 is sufficient to pay such
fees.
(d) In
addition to the withdrawals permitted under Section 3.23(c), the Servicer may
from time to time make withdrawals from the REO Account for any REO Property:
(i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the
related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
unreimbursed Servicing Advances and P&I Advances made in respect of such REO
Property or the related Mortgage Loan. Any income from the related
REO Property received during any calendar months prior to a Final Recovery
Determination, net of any withdrawals made pursuant to Section 3.23(c) or this
Section 3.23(d), shall be withdrawn by the Servicer from each REO Account
maintained by it and remitted to the Trust Administrator for deposit into the
Distribution Account in accordance with Section 3.10(d)(ii) on the Servicer
Remittance Date relating to a Final Recovery Determination with respect to
such
Mortgage Loan, for distribution on the related Distribution Date in accordance
with Section 4.01.
(e) Subject
to the time constraints set forth in Section 3.23(a), and further subject to
obtaining the approval of the insurer under any related Primary Mortgage
Insurance Policy (if and to the extent that such approvals are necessary to
make
claims under such policies in respect of the affected REO Property), each REO
Disposition shall be carried out by the Servicer at such price and upon such
terms and conditions as the Servicer shall deem necessary or advisable, as
shall
be normal and usual in its general servicing activities for similar
properties.
(f) The
proceeds from the REO Disposition, net of any amount required by law to be
remitted to the Mortgagor under the related Mortgage Loan and net of any payment
or reimbursement to the Servicer or any Sub-Servicer as provided above, shall
be
remitted to the Trust Administrator for deposit in the Distribution Account
in
accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in the
month
following the receipt thereof for distribution on the related Distribution
Date
in accordance with Section 4.01. Any REO Disposition shall be for cash only
(unless changes in the REMIC Provisions made subsequent to the Startup Day
allow
a sale for other consideration).
(g) The
Servicer shall file information returns with respect to the receipt of mortgage
interest received in a trade or business, reports of foreclosures and
abandonments of any Mortgaged Property and cancellation of indebtedness income
with respect to any Mortgaged Property as required by Sections 6050H, 6050J
and
6050P of the Code, respectively. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections 6050H,
6050J and 6050P of the Code.
|
SECTION
3.24
|
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
The
Servicer shall deliver to the Trust Administrator for deposit into the
Distribution Account on or before 3:00 p.m. New York time (it being understood
that such time shall not apply if the Backup Servicer is acting as the Successor
Servicer) on the Servicer Remittance Date from its own funds (or from a
Sub-Servicer’s own funds received by the Servicer in respect of Compensating
Interest) an amount equal to the lesser of (i) the aggregate of the Prepayment
Interest Shortfalls for the related Distribution Date resulting from full or
partial Principal Prepayments during the related Prepayment Period and (ii)
the
applicable Compensating Interest Payment.
|
SECTION
3.25
|
Obligations
of the Servicer in Respect of Monthly
Payments.
|
In
the
event that a shortfall in any collection on or liability with respect to any
Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
Monthly Payments or Stated Principal Balances that were made by the Servicer
in
a manner not consistent with the terms of the related Mortgage Note and this
Agreement, the Servicer, upon discovery or receipt of notice thereof,
immediately shall deliver to the Trust Administrator for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Trust
Administrator, the Master Servicer, the Depositor and any successor servicer
in
respect of any such liability. Such indemnities shall survive the termination
or
discharge of this Agreement. If amounts paid by the Servicer with
respect to any Mortgage Loan pursuant to this Section 3.25 are subsequently
recovered from the related Mortgagor, the Servicer shall be permitted to
reimburse itself for such amounts paid by it pursuant to this Section 3.25
from
such recoveries.
|
SECTION
3.26
|
Advance
Facility.
|
(a) The
Servicer and/or the Trustee on behalf of the Trust Fund is hereby authorized
to
enter into a facility (an “Advance Facility”) with any Person (an “Advancing
Person”) (1) under which the Servicer sells, assigns or pledges to the Advancing
Person the Servicer’s rights under this Agreement to be reimbursed for any
P&I Advances and/or Servicing Advances or (2) which provides that the
Advancing Person may fund P&I Advances and/or Servicing Advances to the
Trust Fund under this Agreement, although no such facility shall reduce or
otherwise affect the Servicer’s obligation to fund such P&I Advances and/or
Servicing Advances. If the Servicer enters into such an Advance Facility
pursuant to this Section 3.26, upon reasonable request of the Advancing Person,
the Trust Administrator shall execute a letter of acknowledgment, confirming
its
receipt of notice of the existence of such Advance Facility. To the extent
that
an Advancing Person funds any P&I Advance or any Servicing Advance or is
assigned the right to be reimbursed for any P&I Advance or Servicing Advance
and provides the Trust Administrator with notice acknowledged by the Servicer
that such Advancing Person is entitled to reimbursement directly from the Trust
Administrator (from amounts on deposit in the Distribution Account) pursuant
to
the terms of the Advance Facility, such Advancing Person shall be entitled
to
receive reimbursement pursuant to this Agreement for such amount to the extent
provided in Section 3.26(b). Such notice from the Advancing Person must specify
the amount of the reimbursement, the Section of this Agreement that permits
the
applicable Advance or Servicing Advance to be reimbursed and the section(s)
of
the Advance Facility that entitle the Advancing Person to request reimbursement
from the Trust Administrator, rather than the Servicer, and include the
Servicer’s acknowledgment thereto or proof of an event of default under the
Advance Facility. The Trust Administrator shall have no duty or liability with
respect to any calculation of any reimbursement to be paid to an Advancing
Person and shall be entitled to rely without independent investigation on the
Advancing Person’s notice provided pursuant to this Section 3.26. An
Advancing Person whose obligations hereunder are limited to the funding of
P&I Advances and/or Servicing Advances shall not be required to meet the
qualifications of the Servicer or a Sub-Servicer pursuant to Section 3.02 hereof
and shall not be deemed to be a Sub-Servicer under this Agreement.
(b) If,
pursuant to the terms of the Advance Facility, an Advancing Person is entitled
to reimbursement directly from the Trust Administrator (from amounts on deposit
in the Distribution Account), then the Servicer shall not reimburse itself
therefor under Section 3.11(a)(ii), Section 3.11(a)(iii) or Section 3.11(a)(vi)
prior to the remittance to the Trust Fund, but instead the Servicer shall
include such amounts in the applicable remittance to the Trust Administrator
made pursuant to Section 3.10 to the extent of amounts on deposit in the
Collection Account on the Servicer Remittance Date. The Trust Administrator
is
hereby authorized to pay to the Advancing Person reimbursements for Advances
and
Servicing Advances from the Distribution Account, to the extent permitted under
the terms of the Advance Facility, to the same extent the Servicer would have
been permitted to reimburse itself for such Advances and/or Servicing Advances
in accordance with Section 3.11(a)(ii), Section 3.11(a)(iii) or Section
3.11(a)(vi), as the case may be, had the Servicer itself funded such Advance
or
Servicing Advance. The Trust Administrator is hereby authorized to pay directly
to the Advancing Person such portion of the Servicing Fee as the parties to
any
Advance Facility agree to in writing delivered to the Trust Administrator.
An
Advance Facility may provide that the Servicer will otherwise cause the
remittance of P&I Advance and/or Servicing Advance reimbursement amounts to
the Advancing Person, in which case the foregoing sentences in this Section
3.26(b) shall not apply.
(c) All
P&I Advances and Servicing Advances made pursuant to the terms of this
Agreement shall be deemed made and shall be reimbursed on a “first in first out”
(FIFO) basis.
(d) None
of
the Trust Fund, any party to this Agreement or any other Person shall have
any
right or claim (including without limitation any right of offset or recoupment)
to any amounts allocable under this Agreement to the reimbursement of P&I
Advances or Servicing Advances that have been assigned, conveyed or pledged
to
an Advancing Person, or that relate to P&I Advances or Servicing Advances
that were funded by an Advancing Person.
(e) Any
amendment to this Section 3.26 or to any other provision of this Agreement
that
may be necessary or appropriate to effect the terms of an Advance Facility
as
described generally in this Section 3.26, including amendments to add provisions
relating to a successor master servicer, may be entered into by the parties
to
this Agreement without the consent of any Certificateholder but with written
confirmation from each Rating Agency that the amendment shall not result in
the
reduction or withdrawal of the then-current ratings of any outstanding Class
of
Certificates or any other notes secured by collateral which includes all or
a
portion of the Class CE-1 Certificates, the Class CE-2 Certificates, the Class
P
Certificates and/or the Residual Certificates, notwithstanding anything to
the
contrary in this Agreement.
(f) Neither
the Trust Administrator nor the Master Servicer shall have any responsibility
to
track or monitor the administration of the Advance Facility between the Servicer
and the Advancing Person.
|
SECTION
3.27
|
Late
Remittance.
|
With
respect to any remittance received by the Trust Administrator after the day
on
which such payment was due, the Servicer shall pay to the Master Servicer
interest on any such late payment at an annual rate equal to One-Month LIBOR
plus fifty basis points (or, in the case of the Backup Servicer, at an annual
rate equal to the Prime Rate, adjusted as of the date of each change, plus
one
percentage point), but in each case, no event greater than the maximum amount
permitted by applicable law. Such interest shall be remitted to the
Trust Administrator for deposit in the Distribution Account by the Servicer
on
the date such late payment is made and shall cover the period commencing with
the day such payment was due and ending with the Business Day on which such
payment is made, both inclusive. Such interest shall be remitted
along with the distribution payable on the next succeeding Servicer Remittance
Date. The payment by the Servicer of any such interest shall not be
deemed an extension of time for payment or a waiver of any Servicer Event of
Default.
ARTICLE
IIIA
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
|
SECTION
3A.01
|
Master
Servicer to Act as Master Servicer
|
The
Master Servicer shall supervise, monitor and oversee the obligations of the
Servicer to service and administer the Mortgage Loans in accordance with the
terms of this Agreement and shall have full power and authority to do any and
all things which it may deem necessary or desirable in connection with such
master servicing and administration. In performing its obligations hereunder,
the Master Servicer shall act in a manner consistent with Accepted Master
Servicing Practices. Furthermore, the Master Servicer shall oversee and consult
with the Servicer as reasonably necessary from time-to-time to carry out the
Master Servicer’s obligations hereunder, shall receive, review and evaluate all
reports, information and other data provided to the Master Servicer by the
Servicer and shall cause the Servicer to perform and observe the covenants,
obligations and conditions to be performed or observed by the Servicer under
this Agreement. The Master Servicer shall independently monitor the Servicer’s
servicing activities with respect to each Mortgage Loan, reconcile the results
of such monitoring with such information provided in the previous sentence
on a
monthly basis and coordinate corrective adjustments to the Servicer’s and Master
Servicer’s records, and based on such reconciled and corrected information, the
Master Servicer shall provide such information to the Trust Administrator as
shall be necessary in order for it to prepare the statements specified in
Section 4.02, and prepare any other information and statements required to
be forwarded by the Master Servicer hereunder. The Master Servicer shall
reconcile the results of its Mortgage Loan monitoring with the actual
remittances of the Servicer to the Collection Account pursuant to Section
3.10.
The
Trustee shall furnish the Master Servicer with any powers of attorney and other
documents in form as provided to it necessary or appropriate to enable the
Master Servicer to master service and administer the Mortgage Loans and REO
Properties.
The
Trustee and the Trust Administrator shall provide access to the records and
documentation in possession of the Trustee or the Trust Administrator, as
applicable, regarding the Mortgage Loans and REO Properties and the servicing
thereof to the Certificateholders, the FDIC, and the supervisory agents and
examiners of the FDIC, such access being afforded only upon reasonable prior
written request and during normal business hours at the office of the Trustee
or
the Trust Administrator, as applicable; provided, however, that, unless
otherwise required by law, neither the Trustee nor the Trust Administrator
shall
be required to provide access to such records and documentation if the provision
thereof would violate the legal right to privacy of any Mortgagor. The Trustee
and the Trust Administrator shall allow representatives of the above entities
to
photocopy any of the records and documentation and shall provide equipment
for
that purpose at a charge that covers the Trustee’s or Trust Administrator’s, as
applicable, actual costs.
The
Trustee shall execute and deliver to the Servicer and the Master Servicer any
court pleadings, requests for trustee’s sale or other documents necessary or
desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged
Property; (ii) any legal action brought to obtain judgment against any Mortgagor
on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment
against the Mortgagor; or (iv) enforce any other rights or remedies provided
by
the Mortgage Note or Mortgage or otherwise available at law or
equity.
|
SECTION
3A.02
|
[Reserved].
|
|
SECTION
3A.03
|
Monitoring
of the Servicer.
|
The
Master Servicer shall be responsible for reporting to the Trustee, the Trust
Administrator and the Depositor the non-compliance by the Servicer with its
duties under this Agreement. In the review of the Servicer’s activities, the
Master Servicer may rely upon an Officers’ Certificate of the Servicer (or
similar document signed by a Servicing Officer of the Servicer) with regard
to
the Servicer’s compliance with the terms of this Agreement. In the event that
the Master Servicer, in its good faith judgment, determines that the Servicer
should be terminated due to the occurrence of the Servicer Event of Default,
or
that a notice should be sent pursuant to the terms hereof with respect to the
occurrence of an event that, unless cured, would become the Servicer Event
of
Default, the Master Servicer shall notify the Depositor, the Trust Administrator
and the Trustee thereof and the Master Servicer shall issue such notice or
take
such other action as it deems appropriate.
The
Master Servicer (or if the Master Servicer is the Servicer, the Trustee), for
the benefit of the Certificateholders, shall enforce the obligations of the
Servicer under this Agreement, and shall, in the event that it receives notice
and confirms that the Servicer has failed to perform its obligations in
accordance with this Agreement, subject to the preceding paragraph, terminate
the rights and obligations of the Servicer hereunder and in accordance with
the
provisions of Article VII of this Agreement and the Successor Servicer shall
act
as Servicer of the Mortgage Loans or appoint a successor servicer; provided,
however, it is understood and acknowledged by the parties hereto that there
will
be a period of transition (not to exceed 30 days with respect to the Backup
Servicer or 90 days with respect to the Master Servicer or the Trustee) before
the actual servicing functions can be fully transferred to such successor
servicer. Such enforcement, including, without limitation, the legal prosecution
of claims 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 or
Trustee, as applicable, in its good faith business judgment, would require
were
it the owner of the Mortgage Loans. The Master Servicer or the Trustee, as
applicable, shall pay the costs of such enforcement at its own expense, provided
that the Master Servicer or the Trustee, as applicable, shall not be required
to
prosecute or defend any legal action except to the extent that the Master
Servicer or the Trustee, as applicable, shall have received reasonable indemnity
for its costs and expenses in pursuing such action.
To
the
extent that the costs and expenses of the Master Servicer or Trustee, as
applicable, related to any termination of the Servicer (other than a termination
of the Servicer without cause by the Servicing Rights Owner pursuant to Section
6.04), appointment of a successor servicer or the transfer and assumption of
servicing by the Master Servicer or the Trustee, as applicable, with respect
to
this Agreement (including, without limitation, (i) all legal costs and expenses
and all due diligence costs and expenses associated with an evaluation of the
potential termination of the Servicer as a result of the Servicer Event of
Default and (ii) all costs and expenses associated with the complete transfer
of
servicing, including all servicing files and all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the successor servicer to correct any errors or insufficiencies in the
servicing data or otherwise to enable the successor servicer to service the
Mortgage Loans in accordance with this Agreement) are not fully and timely
reimbursed by the terminated Servicer, the Master Servicer or the Trustee,
as
applicable, shall be entitled to reimbursement of such costs and expenses from
the Distribution Account.
The
Master Servicer (or if the Master Servicer is the Servicer, the Trustee) shall,
upon receipt from the Servicer, the Master Servicer or the Trust Administrator,
of notice of any failure of the Servicer to comply with the remittance
requirements and other obligations set forth in this Agreement, enforce such
obligations.
If
the
Master Servicer or the Trustee, as applicable, acts as Servicer, it will not
assume liability for the representations and warranties of the Servicer that
it
replaces.
|
SECTION
3A.04
|
Fidelity
Bond.
|
The
Master Servicer, at its expense, shall maintain in effect a blanket fidelity
bond and an errors and omissions insurance policy, affording coverage with
respect to all directors, officers, employees and other Persons acting on such
Master Servicer’s behalf, and covering errors and omissions in the performance
of the Master Servicer’s obligations hereunder. The errors and omissions
insurance policy and the fidelity bond shall be in such form and amount
generally acceptable for entities serving as master servicer.
|
SECTION
3A.05
|
Power
to Act; Procedures.
|
The
Master Servicer shall master service the Mortgage Loans and shall have full
power and authority, subject to the REMIC Provisions and the provisions of
Article X hereof, to do any and all things that it may deem necessary or
desirable in connection with the master servicing and administration of the
Mortgage Loans, including but not limited to the power and authority (i) to
execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of
the ownership of the Mortgaged Property securing any Mortgage Loan, in each
case, in accordance with the provisions of this Agreement; provided, however,
that the Master Servicer shall not (and, consistent with its responsibilities
under Article X, shall not permit the Servicer to) knowingly or intentionally
take any action, or fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, would cause any Trust REMIC to fail to qualify as a REMIC or 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) unless the Master Servicer has received an Opinion of Counsel (but not
at
the expense of the Master Servicer) to the effect that the contemplated action
would not cause any REMIC to fail to qualify as a REMIC or result in the
imposition of a tax upon any REMIC. The Trustee shall furnish the
Master Servicer or the Servicer, upon written request from a Servicing Officer,
with any powers of attorney empowering the Master Servicer or the Servicer
to
execute and deliver instruments of satisfaction or cancellation, or of partial
or full release or discharge, and to foreclose upon or otherwise liquidate
Mortgaged Property, and to appeal, prosecute or defend in any court action
relating to the Mortgage Loans or the Mortgaged Property, in accordance with
this Agreement, and the Trustee shall execute and deliver such other documents,
as the Master Servicer may request, to enable the Master Servicer to master
service and administer the Mortgage Loans and carry out its duties hereunder,
in
each case in accordance with Accepted Master Servicing Practices (and the
Trustee shall have no liability for misuse of any such powers of attorney by
the
Master Servicer or the Servicer). If the Master Servicer or the Trustee has
been
advised that it is likely that the laws of the state in which action is to
be
taken prohibit such action if taken in the name of the Trustee or that the
Trustee would be adversely affected under the “doing business” or tax laws of
such state if such action is taken in its name, the Master Servicer shall join
with the Trustee in the appointment of a co-trustee pursuant to
Section 8.10 hereof. In the performance of its duties hereunder, the Master
Servicer shall be an independent contractor of the Trust Fund and shall not,
except in those instances where it is taking action in the name of the Trustee,
be deemed to be the agent of the Trustee.
|
SECTION
3A.06
|
Due
on Sale Clauses; Assumption
Agreements.
|
To
the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall cause the Servicer to enforce such clauses in accordance with
Section 3.15 of this Agreement. If applicable law prohibits the enforcement
of a
due-on-sale clause or such clause is otherwise not enforced in accordance with
this Agreement, and, as a consequence, a Mortgage Loan is assumed, the original
Mortgagor may be released from liability in accordance with
this Agreement.
|
SECTION
3A.07
|
[Reserved].
|
|
SECTION
3A.08
|
Documents,
Records and Funds in Possession of Master Servicer to be Held for
Trustee.
|
The
Master Servicer and the Servicer shall transmit to the Trustee (or the Custodian
on behalf of the Trustee) such documents and instruments coming into the
possession of the Master Servicer or the Servicer from time to time as are
required by the terms hereof to be delivered to the Trustee, the Trust
Administrator or the Custodian. Any funds received by the Master Servicer or
by
the Servicer in respect of any Mortgage Loan or which otherwise are collected
by
the Master Servicer or by the Servicer as Liquidation Proceeds or Insurance
Proceeds in respect of any Mortgage Loan shall be held for the benefit of the
Trustee and the Certificateholders subject to the Master Servicer’s right to
withdraw from the Distribution Account the Master Servicing Compensation and
other amounts provided in this Agreement, and to the right of the Servicer
to
retain its Servicing Fee and other amounts as provided in this Agreement. The
Master Servicer shall, and subject to Section 3.22 shall cause the Servicer
to,
provide access to information and documentation regarding the Mortgage Loans
to
the Trust Administrator, its agents and accountants at any time upon reasonable
request and during normal business hours, and to Certificateholders that are
savings and loan associations, banks or insurance companies, the Office of
Thrift Supervision, the FDIC and the supervisory agents and examiners of such
Office and Corporation or examiners of any other federal or state banking or
insurance regulatory authority if so required by applicable regulations of
the
Office of Thrift Supervision or other regulatory authority, such access to
be
afforded without charge but only upon reasonable request in writing and during
normal business hours at the offices of the Master Servicer designated by it.
In
fulfilling such a request the Master Servicer shall not be responsible for
determining the sufficiency of such information.
All
Mortgage Files and funds collected or held by, or under the control of, the
Master Servicer or the Servicer, in respect of any Mortgage Loans, whether
from
the collection of principal and interest payments or from Liquidation Proceeds
or Insurance Proceeds, shall be held by the Servicer or the Master Servicer,
as
applicable, for and on behalf of the Trustee and the Certificateholders and
shall be and remain the sole and exclusive property of the Trustee; provided,
however, that the Master Servicer and the Servicer shall be entitled to setoff
against, and deduct from, any such funds any amounts that are properly due
and
payable to the Master Servicer or the Servicer under this
Agreement.
|
SECTION
3A.09
|
Compensation
for the Master Servicer.
|
The
Master Servicer will be entitled to all income and gain realized from any
investment of funds in the Distribution Account, pursuant to Section 3A.11
and Section 3A.12, for the performance of its activities hereunder (the
“Master Servicing Compensation”). Servicing compensation in the form
of assumption fees, if any, late payment charges, as collected, if any, or
otherwise shall be retained by the Servicer in accordance with Section 3.18.
The
Master Servicer shall be required to pay all expenses incurred by it in
connection with the performance of its duties hereunder and shall not be
entitled to reimbursement therefor except as provided in this
Agreement.
|
SECTION
3A.10
|
[Reserved].
|
|
SECTION
3A.11
|
Distribution
Account.
|
On
behalf
of the Trust Fund, the Trust Administrator shall establish and maintain one
or
more accounts (such account or accounts, the “Distribution Account”), held in
trust for the benefit of the Trustee and the Certificateholders. The
Distribution Account shall be an Eligible Account. The Trust
Administrator shall give notice to the Servicer, the Trustee and the Depositor
of the location of the Distribution Account when established and prior to any
change thereof. The Trust Administrator will deposit in the
Distribution Account as identified by the Master Servicer and as received by
the
Master Servicer, the following amounts:
(1) Any
amounts remitted to the Master Servicer by the Servicer from the Collection
Account;
(2) Any
Advances received from the Servicer or made by the Master Servicer or (if the
Master Servicer is the Servicer) the Trustee (in each case in its capacity
as
successor servicer), and any payments of Compensating Interest received from
the
Servicer;
(3) Any
Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of
the
Master Servicer or which were not deposited in the Collection
Account;
(4) Any
amounts required to be deposited with respect to losses on investments of
deposits in the Distribution Account; and
(5) Any
other amounts received by or on behalf of the Master Servicer and required
to be
deposited in the Distribution Account pursuant to this Agreement.
All
amounts deposited to the Distribution Account shall be held by the Trust
Administrator in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement. The requirements for crediting the Distribution Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of (A) late payment charges
or assumption, tax service, statement account or payoff, substitution,
satisfaction, release and other like fees and charges and (B) the items
enumerated in Section 3A.12(a) (with respect the clearing and termination
of the Distribution Account and with respect to amounts deposited in error),
in
Section 3A.12(b) or in clauses (i), (ii), (iii) and (iv), (v) of
Section 3A.12(c), need not be credited by the Master Servicer to the
Distribution Account. In the event that the Master Servicer shall
deposit or cause to be deposited to the Distribution Account any amount not
required to be credited thereto, the Trustee or the Trust Administrator, upon
receipt of a written request therefor signed by a Servicing Officer of the
Master Servicer, shall promptly transfer such amount to the Master Servicer,
any
provision herein to the contrary notwithstanding.
The
Trust
Administrator may direct any depository institution maintaining the Distribution
Account to invest the funds on deposit in such account or to hold such funds
uninvested. All investments pursuant to this Section 3A.11 shall
be in one or more Permitted Investments bearing interest or sold at a discount,
and maturing, unless payable on demand, (i) no later than the Business Day
immediately preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the Trust
Administrator is the obligor thereon or if such investment is managed or advised
by a Person other than the Trust Administrator or an Affiliate of the Trust
Administrator, and (ii) no later than the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if the Trust
Administrator is the obligor thereon or if such investment is managed or advised
by the Trust Administrator or any Affiliate. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any
investment of funds in the Distribution Account shall be made in the name of
the
Trustee, or in the name of a nominee of the Trustee. The Trust
Administrator shall be entitled to sole possession 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 the
Distribution 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 Distribution Account.
All
income and gain realized from the investment of funds deposited in the
Distribution Account shall be for the benefit of the Master
Servicer. The Master Servicer 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 Account immediately upon
realization of such loss.
|
SECTION
3A.12
|
Permitted
Withdrawals and Transfers from the Distribution
Account.
|
The
Trust
Administrator will, from time to time on demand of the Master Servicer, the
Servicer or the Trustee, make or cause to be made such withdrawals or transfers
from the Distribution Account pursuant to this Agreement. The Trust
Administrator may clear and terminate the Distribution Account pursuant to
Section 9.01 and remove amounts from time to time deposited in
error.
On
an
ongoing basis, the Trust Administrator shall withdraw funds from the
Distribution Account to pay (i) any Extraordinary Trust Fund Expenses including
but not limited to amounts payable to the Servicer, the Master Servicer or
the
Depositor pursuant to Section 6.03, to the Trustee and the Trust
Administrator pursuant to Section 8.05, and (ii) any amounts expressly payable
to the Master Servicer as set forth in Sections 3A.03, 3A.09 and
3A.10.
The
Trust
Administrator may withdraw from the Distribution Account any of the following
amounts (in the case of any such amount payable or reimbursable to the Servicer,
only to the extent the Servicer shall not have paid or reimbursed itself such
amount prior to making any remittance to the Master Servicer pursuant to the
terms of this Agreement):
(i) to
reimburse the Master Servicer or (if the Master Servicer is the Servicer) the
Trustee (to the extent either of them is obligated to do so as successor
Servicer) for any Advance of its own funds, the right of the Master Servicer
or
the Trustee, as applicable, to reimbursement pursuant to this subclause (i)
being limited to amounts received on a particular Mortgage Loan (including,
for
this purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation
Proceeds and Subsequent Recoveries) which represent late payments or recoveries
of the principal of or interest on such Mortgage Loan respecting which such
Advance was made;
(ii) to
reimburse the Master Servicer from Insurance Proceeds, Liquidation Proceeds
or
Subsequent Recoveries relating to a particular Mortgage Loan for amounts
expended by the Master Servicer in good faith in connection with the restoration
of the related Mortgaged Property which was damaged by an Uninsured Cause or
in
connection with the liquidation of such Mortgage Loan;
(iii) to
reimburse the Master Servicer from Insurance Proceeds relating to a particular
Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan
and to reimburse the Master Servicer from Liquidation Proceeds and Subsequent
Recoveries from a particular Mortgage Loan for Liquidation Expenses incurred
with respect to such Mortgage Loan;
(iv) to
reimburse the Master Servicer for advances of funds (other than Advances) made
with respect to the Mortgage Loans, and the right to reimbursement pursuant
to
this subclause being limited to amounts received on the related Mortgage Loan
(including, for this purpose, the Purchase Price therefor, Insurance Proceeds,
Liquidation Proceeds and Subsequent Recoveries) which represent late recoveries
of the payments for which such advances were made;
(v) to
reimburse the Master Servicer (or if the Master Servicer is the Servicer) the
Trustee (to the extent either of them is obligated to do so as successor
servicer) for any Advance or Servicing Advance, after a Realized Loss has been
allocated with respect to the related Mortgage Loan if the Advance or Servicing
Advance has not been reimbursed pursuant to clauses (i) through
(iv);
(vi) to
make distributions in accordance with Section 4.01;
(vii) to
pay compensation to the Trust Administrator on each Distribution
Date;
(viii) to
pay any amounts in respect of taxes pursuant to
Section 10.01(g);
(ix) without
duplication of the amount set forth in clause (iii) above, to pay any
Extraordinary Trust Fund Expenses to the extent not paid by the Master Servicer
from the Distribution Account;
(x) without
duplication of any of the foregoing, to reimburse or pay the Servicer any such
amounts as are due thereto under this Agreement and have not been retained
by or
paid to the Servicer, to the extent provided in this Agreement and to refund
to
the Servicer any amount remitted by the Servicer to the Master Servicer in
error;
(xi) to
pay to the Master Servicer, any interest or investment income earned on funds
deposited in the Distribution Account;
(xii) to
pay the Credit Risk Manager the Credit Risk Manager Fee;
(xiii) to
pay the Backup Servicer the Backup Servicer Fee;
(xiv) to
make distributions to the Swap Account in accordance with Section
4.09;
(xv) to
withdraw any amount deposited in the Distribution Account in error;
and
(xvi) to
clear and terminate the Distribution 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 accounting for any reimbursement
from
the Distribution Account pursuant to clauses (i) through (v) above or with
respect to any such amounts which would have been covered by such clauses had
the amounts not been retained by the Master Servicer without being deposited
in
the Distribution Account.
On
or
before the Business Day prior to each Distribution Date, the Master Servicer
or
(if the Master Servicer is the Servicer) the Trustee (to the extent either
of
them is obligated to do so as successor Servicer) shall remit to the Trust
Administrator for deposit in the Distribution Account any Advances required
to
be made by the Master Servicer or the Trustee, as applicable, with respect
to
the Mortgage Loans.
ARTICLE
IV
PAYMENTS
TO CERTIFICATEHOLDERS
|
SECTION
4.01
|
Distributions.
|
(a) (1) On
each Distribution Date, the Trust Administrator shall, first, withdraw from
the
Distribution Account an amount equal to the Credit Risk Manager Fee for such
Distribution Date and shall pay such amount to the Credit Risk Manager and
shall
withdraw from the Distribution Account an amount equal to the Backup Servicer
Fee for such Distribution Date and shall pay such amount to the Backup Servicer
and, second, withdraw from the Distribution Account an amount equal to the
Available Distribution Amount for such Distribution Date and shall distribute
the following amounts, in the following order of priority:
(I) On
each Distribution Date, the Group I Interest Remittance Amount shall be
distributed to the Certificateholders in the following order of
priority:
(i) to
the
Holders of the Group I Certificates, the Senior Interest Distribution Amount
related to such Certificates; and
(ii) concurrently,
to the Holders of each Class of Group II Certificates, on a pro rata
basis based on the entitlement of each such Class, the Senior Interest
Distribution Amount for each such Class, remaining undistributed after the
distribution of the Group II Interest Remittance Amount as set forth in Section
4.01(a)(1)(II)(i) below.
(II) On
each Distribution Date, the Group II Interest Remittance Amount shall be
distributed to the Certificateholders in the following order of
priority:
(i) concurrently,
to the Holders of each Class of Group II Certificates, on a pro rata
basis based on the entitlement of each such Class, the Senior Interest
Distribution Amount related to such Certificates; and
(ii) to
the
Holders of the Group I Certificates, the Senior Interest Distribution Amount
related to such Certificates, remaining undistributed after the distribution
of
the Group I Interest Remittance Amount as set forth in Section
4.01(a)(1)(I)(i).
(III) On
each Distribution Date, following the distributions made pursuant to Section
4.01(a)(1)(I) and (II) above, any remaining Group I Interest Remittance Amount
and Group II Interest Remittance Amount will be distributed sequentially to
the
Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that order,
in
an amount equal to the Interest Distribution Amount for each such
Class.
(2)(I) On
each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event is in effect, the Group I Principal Distribution Amount shall be
distributed in the following order of priority:
(i) to
the
Holders of the Group I Certificates, until the Certificate Principal Balance
of
such Class has been reduced to zero; and
(ii) to
the
Holders of the Group II Certificates (allocated among the Classes of Group
II
Certificates in the priority described in Section 4.01(a)(4) below), after
taking into account the distribution of the Group II Principal Distribution
Amount as described in Section 4.01(a)(2)(II)(i) below, until the Certificate
Principal Balances of such Classes have been reduced to zero.
(II) On
each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event is in effect, the Group II Principal Distribution Amount shall be
distributed in the following order of priority:
(i) to
the
Holders of the Group II Certificates (allocated among the Classes of Group
II
Certificates in the priority described in Section 4.01(a)(4) below), until
the
Certificate Principal Balances of such Classes have been reduced to zero;
and
(ii) to
the
Holders of the Group I Certificates, after taking into account the distribution
of the Group I Principal Distribution Amount as described in Section
4.01(a)(2)(I)(i) above until the Certificate Principal Balance of such Class
has
been reduced to zero.
(III) On
each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event is in effect, the sum of the Group I Principal Distribution Amount and
the
Group II Principal Distribution Amount remaining undistributed for such
Distribution Date shall be distributed sequentially to the Class X-0, Xxxxx
X-0,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
Class M-10 and Class M-11 Certificates, in that order, in each case, until
the
Certificate Principal Balance of such Class has been reduced to
zero.
(IV) On
each Distribution Date (a) on or after the Stepdown Date and (b) on which a
Trigger Event is not in effect, the Group I Principal Distribution Amount shall
be distributed in the following order of priority:
(i) to
the
Holders of the Group I Certificates, the Group I Senior Principal Distribution
Amount, until the Certificate Principal Balance of such Class has been reduced
to zero; and
(ii) to
the
Holders of the Group II Certificates (allocated among the Classes of Group
II
Certificates in the priority described in Section 4.01(a)(4) below), after
taking into account the distribution of the Group II Principal Distribution
Amount as described in Section 4.01(a)(2)(V)(i) below, up to an amount equal
to
the Group II Senior Principal Distribution Amount remaining undistributed,
until
the Certificate Principal Balances of such Classes have been reduced to
zero.
(V) On
each Distribution Date (a) on or after the Stepdown Date and (b) on which a
Trigger Event is not in effect, the Group II Principal Distribution Amount
shall
be distributed in the following order of priority:
(i) to
the
Holders of the Group II Certificates (allocated among the Classes of Group
II
Certificates in the priority described in Section 4.01(a)(4) below), the Group
II Senior Principal Distribution Amount, until the Certificate Principal
Balances of such Classes have been reduced to zero; and
(ii) to
the
Holders of the Group I Certificates, after taking into account the distribution
of the Group I Principal Distribution Amount as described in Section
4.01(a)(2)(IV)(i) above, up to an amount equal to the Group I Senior Principal
Distribution Amount remaining undistributed, until the Certificate Principal
Balance of such Class has been reduced to zero.
(VI) On
each Distribution Date (a) on or after the Stepdown Date and (b) on which a
Trigger Event is not in effect, the sum of the Group I Principal Distribution
Amount and the Group II Principal Distribution Amount remaining undistributed
for such Distribution Date shall be distributed in the following order of
priority:
(i) to
the
Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(ii) to
the
Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(iii) to
the
Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(iv) to
the
Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(v) to
the
Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(vi) to
the
Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(vii) to
the
Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(viii) to
the
Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(ix) to
the
Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero;
(x) to
the
Holders of the Class M-10 Certificates, the Class M-10 Principal Distribution
Amount, until the Certificate Principal Balance thereof has been reduced to
zero; and
(xi) to
the Holders of the Class M-11 Certificates, the Class M-11 Principal
Distribution Amount, until the Certificate Principal Balance thereof has been
reduced to zero.
(3) On
each Distribution Date, the Net Monthly Excess Cashflow shall be distributed
by
the Trust Administrator as follows:
(i) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal in an amount equal to the
Overcollateralization Increase Amount for the Certificates, distributable as
part of the Group I Principal Distribution Amount and the Group II Principal
Distribution Amount;
(ii) sequentially,
to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates, in that order, in each case, in an amount equal to the Interest
Carry Forward Amount allocable to such Class of Certificates;
(iii) sequentially
to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
Certificates, in that order, in each case up to the related Allocated Realized
Loss Amount related to each such Class of Certificates for such Distribution
Date;
(iv) to
the
Net WAC Rate Carryover Reserve Account, any Net WAC Rate Carryover Amounts
for
the Floating Rate Certificates;
(v) to
the
Swap Provider, any Swap Termination Payments resulting from a Swap Provider
Trigger Event;
(vi) to
reimburse the Servicer for the amount of any P&I Advances or Servicing
Advances added to the unpaid principal balance of a Mortgage Loan pursuant
to a
capitalization modification permitted in accordance with the proviso in the
last
sentence of Section 3.07 (it being understood that with respect to any P&I
Advances or Servicing Advances outstanding on any modified Mortgage Loan that
was modified pursuant to any modification of a kind not contemplated and
permitted by such proviso, then such advances shall only be reimbursable as
provided in clauses (ii), (iii) and (vi) of Section 3.11(a));
(vii) to
the
Holders of the Class CE-1 Certificates, (a) the Interest Distribution Amount
and
any Overcollateralization Reduction Amount for such Distribution Date and (b)
on
any Distribution Date on which the aggregate Certificate Principal Balance
of
the Floating Rate Certificates have been reduced to zero, any remaining amounts
in reduction of the Certificate Principal Balance of the Class CE-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; and
(viii) to
the
Holders of the Class R Certificates, any remaining amounts; provided that if
such Distribution Date is the Distribution Date immediately following the
expiration of the latest Prepayment Charge term on a Mortgage Loan as identified
on the Mortgage Loan Schedule or any Distribution Date thereafter, then any
such
remaining amounts will be distributed first, to the Holders of the Class P
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; and second, to the Holders of the Class R Certificates.
(4) With
respect to the Group II Certificates, all principal distributions will be
distributed sequentially, to the Class A-2A, Class A-2B, Class A-2C and Class
A-2D Certificates, in that order, until the respective Certificate Principal
Balance of each such Class has been reduced to zero, with the exception that
on
any Distribution Date on which the aggregate Certificate Principal Balance
of
the Mezzanine Certificates and the Class CE-1 Certificates has been reduced
to
zero, principal distributions will be allocated concurrently, to the Class
A-2A,
Class A-2B, Class A-2C and Class A-2D Certificates, on a pro rata basis
based on the Certificate Principal Balances of each such Class, until their
respective Certificate Principal Balances have been reduced to
zero.
(5) On
each Distribution Date, after making the distributions of the Available
Distribution Amount as set forth above, the Trust Administrator will withdraw
from the Net WAC Rate Carryover Reserve Account, to the extent of amounts
remaining on deposit therein, the amount of any Net WAC Rate Carryover Amount
for such Distribution Date and distribute such amount in the following order
of
priority:
(i) concurrently,
to the Class A Certificates, on a pro rata basis based on the
Certificate Principal Balance for each such Class prior to any distributions
of
principal on such Distribution Date and then on a pro rata basis based
on any remaining Net WAC Rate Carryover Amount for each such Class;
and
(ii) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Net WAC Rate Carryover Amount.
(6) On
each Distribution Date, after making the distributions of the Available
Distribution Amount, Net Monthly Excess Cashflow and amounts on the deposit
in
the Net WAC Rate Carryover Reserve Account as set forth above, the Trust
Administrator shall distribute the amount on deposit in the Cap Account (other
than any termination payments received under the Interest Rate Cap Agreement
not
related to an optional termination of the Trust) as follows:
(i) concurrently,
to each Class of Class A Certificates, the related Senior Interest Distribution
Amount remaining undistributed, on a pro rata basis based on such
respective remaining Senior Interest Distribution Amount;
(ii) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to any remaining
Overcollateralization Increase Amount;
(iii) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Interest Distribution Amount and Interest Carry Forward
Amount, to the extent remaining undistributed;
(iv) sequentially
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, in each case up to the related Allocated Realized Loss Amount related
to
such Certificates for such Distribution Date remaining
undistributed;
(v) concurrently,
to each Class of Class A Certificates, the related Net WAC Rate Carryover Amount
remaining undistributed, on a pro rata basis based on the Certificate
Principal Balance for each such Class prior to any distributions of principal
on
such Distribution Date and then on a pro rata basis based on such
respective remaining Net WAC Rate Carryover Amounts; and
(vi) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Net WAC Rate Carryover Amount remaining
undistributed.
(7) On
or before each Distribution Date, Net Swap Payments (whether payable to the
Swap
Provider or to the Supplemental Interest Trust Trustee), any Swap Termination
Payment owed to the Swap Provider not resulting from a Swap Provider Trigger
Event pursuant to the Interest Rate Swap Agreement and any Swap Termination
Payments owed to the Supplemental Interest Trust Trustee will be deposited
by
the Supplemental Interest Trust Trustee into the Swap Account. On
each Distribution Date, the Trust Administrator shall withdraw from amounts
on
deposit in the Swap Account (other than amounts representing Swap Termination
Payments received by the Supplemental Interest Trust Trustee or Net Swap
Payments received by the Supplemental Interest Trust Trustee) prior to any
distribution to any Certificates and pay as follows:
(i) to
the
Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the
Interest Rate Swap Agreement for such Distribution Date;
(ii) to
the
Swap Provider, any Swap Termination Payment owed to the Swap Provider not due
to
a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement
and
to the extent not paid by the Trust Administrator (in its capacity as
Supplemental Interest Trust Trustee) from any upfront payment received pursuant
to any replacement interest rate swap agreement;
On
each
Distribution Date, after making the distributions of the Available Distribution
Amount, Net Monthly Excess Cashflow and amounts on the deposit in the Net WAC
Rate Carryover Reserve Account as set forth above, the Trust Administrator
shall
distribute the amount on deposit in the Swap Account as follows:
(i) concurrently,
to each Class of Class A Certificates, the related Senior Interest Distribution
Amount remaining undistributed, on a pro rata basis based on such
respective remaining Senior Interest Distribution Amount;
(ii) to
the
Holders of the Class or Classes of Certificates then entitled to receive
distributions in respect of principal, in an amount equal to any remaining
Overcollateralization Increase Amount;
(iii) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Interest Distribution Amount and Interest Carry Forward
Amount, to the extent remaining undistributed;
(iv) sequentially
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, in each case up to the related Allocated Realized Loss Amount related
to
such Certificates for such Distribution Date remaining
undistributed;
(v) concurrently,
to each Class of Class A Certificates, the related Net WAC Rate Carryover Amount
remaining undistributed, on a pro rata basis based on the Certificate
Principal Balance for each such Class prior to any distributions of principal
on
such Distribution Date and then on a pro rata basis based on such
respective remaining Net WAC Rate Carryover Amounts; and
(vi) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class
M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
order, the related Net WAC Rate Carryover Amount remaining undistributed;
and
(vii) to
the
Class CE-1 Certificates.
(8) On
each Distribution Date, the following amounts, in the following order of
priority, shall be distributed by REMIC I to REMIC II on account of the REMIC
I
Regular Interests and distributed to the holders of the Class R Certificates
(in
respect of the Class R-I Interest), as the case may be:
(i) With
respect to the Group I Mortgage Loans:
(A) to
Holders of REMIC I Regular Interest I and REMIC I Regular Interest I-1-A through
I-46-B, pro rata, in an amount equal to (A) Uncertificated Interest for
such REMIC I Regular Interests for such Distribution Date, plus (B) any amounts
payable in respect thereof remaining unpaid from previous Distribution Dates;
and
(B) to
the extent of amounts remaining after the distributions made pursuant to clause
(i) above, payments of principal shall be allocated first, to REMIC I Regular
Interest I, then to REMIC I Regular interests I-1-A through I-46-B starting
with
the lowest numerical denomination until the Uncertificated Balance of each
such
REMIC I Regular Interest is reduced to zero, provided that, for REMIC I Regular
Interests with the same numerical denomination, such payments of principal
shall
be allocated pro rata between such REMIC I Regular
Interests.
(ii) With
respect to the Group II Mortgage Loans:
(A) to
Holders of REMIC I Regular Interest II and REMIC I Regular Interest II-1-A
through II-46-B, pro rata, in an amount equal to (A) Uncertificated
Interest for such REMIC I Regular Interests for such Distribution Date, plus
(B)
any amounts payable in respect thereof remaining unpaid from previous
Distribution Dates; and
(B) to
the extent of amounts remaining after the distributions made pursuant to clause
(i) above, payments of principal shall be allocated first, to REMIC I Regular
Interest II, then to REMIC I Regular interests II-1-A through II-46-B starting
with the lowest numerical denomination until the Uncertificated Balance of
each
such REMIC I Regular Interest is reduced to zero, provided that, for REMIC
I
Regular Interests with the same numerical denomination, such payments of
principal shall be allocated pro rata between such REMIC I Regular
Interests.
(iii) to
the Holders of REMIC I Regular Interest I-46-A all amounts representing
Prepayment Charges in respect of the Group I Mortgage Loans received during
the
related Prepayment Period and to the Holders of REMIC I Regular Interest II-46-A
all amounts representing Prepayment Charges in respect of the Group II Mortgage
Loans received during the related Prepayment Period.
(8) On
each Distribution Date, the following amounts, in the following order of
priority, shall be distributed by REMIC II to REMIC III on account of the REMIC
II Regular Interests or withdrawn from the Distribution Account and distributed
to the holders of the Class R-II Interest, as the case may be:
(i) first,
to
the Holders of REMIC II Regular Interest LTIO, in an amount equal to (A)
Uncertificated Interest for such REMIC II Regular Interest for such Distribution
Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates and second, to Holders of REMIC II Regular Interest LTAA,
REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2A, REMIC II
Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II Regular
Interest LTA2D, REMIC II Regular Interest LTM1, REMIC II Regular Interest LTM2,
REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4, REMIC II Regular
Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular Interest LTM7,
REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9, REMIC II Regular
Interest LTM10, REMIC II Regular Interest LTM11, REMIC II Regular Interest
LTZZ
and REMIC II Regular Interest LTP, pro rata in an amount equal to (A)
the Uncertificated Interest for such Distribution Date, plus (B) any amounts
in
respect thereof remaining unpaid from previous Distribution
Dates. Amounts payable as Uncertificated Interest in respect of REMIC
II Regular Interest LTZZ shall be reduced when the sum of the REMIC II
Overcollateralized Amount is less than the REMIC II Required Overcollateralized
Amount, by the lesser of (x) the amount of such difference and (y) the Maximum
LTZZ Uncertificated Interest Deferral Amount and such amounts will be payable
to
the Holders of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2A,
REMIC II Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II
Regular Interest LTA2D, REMIC II Regular Interest LTM1, REMIC II Regular
Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4,
REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular
Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9,
REMIC II Regular Interest LTM10 and REMIC II Regular Interest LTM11,, in the
same proportion as the Overcollateralization Increase Amount is allocated to
the
Corresponding Certificates and the Uncertificated Balance of REMIC II Regular
Interest LTZZ shall be increased by such amount;
(ii) to
Holders of REMIC II Regular Interest LT1SUB, REMIC II Regular Interest LT1GRP,
REMIC II Regular Interest LT2SUB, REMIC II Regular Interest LT2GRP and REMIC
II
Regular Interest LTXX, pro rata, in an amount equal to (A) the
Uncertificated Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates;
(iii) to
the
Holders of REMIC II Regular Interests, in an amount equal to the remainder
of
the REMIC II Marker Allocation Percentage of the Available Distribution Amount
for such Distribution Date after the distributions made pursuant to clause
(i)
above, allocated as follows:
(a) 98.00%
of such remainder (less the amount payable in clause (v) below) to the Holders
of REMIC II Regular Interest LTAA, until the Uncertificated Balance of such
REMIC II Regular Interest is reduced to zero;
(b) 2.00%
of such remainder (less the amount payable in clause (v) below) first, to the
Holders of REMIC II Regular Interest LTA1, REMIC II Regular Interest LTA2A,
REMIC II Regular Interest LTA2B, REMIC II Regular Interest LTA2C, REMIC II
Regular Interest LTA2D, REMIC II Regular Interest LTM1, REMIC II Regular
Interest LTM2, REMIC II Regular Interest LTM3, REMIC II Regular Interest LTM4,
REMIC II Regular Interest LTM5, REMIC II Regular Interest LTM6, REMIC II Regular
Interest LTM7, REMIC II Regular Interest LTM8, REMIC II Regular Interest LTM9,
REMIC II Regular Interest LTM10 and REMIC II Regular Interest LTM11, and in
the
same proportion as principal payments are allocated to the Corresponding
Certificates, until the Uncertificated Balances of such REMIC II Regular
Interests are reduced to zero and second, to the Holders of REMIC II Regular
Interest LTZZ, until the Uncertificated Balance of such REMIC II Regular
Interest is reduced to zero;
(c) to
the Holders of REMIC II Regular Interest LTP, on the Distribution Date
immediately following the expiration of the latest Prepayment Charge as
identified on the Prepayment Charge Schedule or any Distribution Date thereafter
until $100 has been distributed pursuant to this clause;
(d) any
remaining amount to the Holders of the Class R Certificate, in respect of the
Class R-II Interest;
provided,
however, that 98.00% and 2.00% of any principal payments that are attributable
to an Overcollateralization Reduction Amount shall be allocated to Holders
of
REMIC II Regular Interest LTAA and REMIC II Regular Interest LTZZ,
respectively.
(iv) to
the
Holders of REMIC II Regular Interests, in an amount equal to the remainder
of
the REMIC II Sub WAC Allocation Percentage of Available Funds for such
Distribution Date after the distributions made pursuant to clause (ii) above,
and such that distributions of principal shall be deemed to be made to the
REMIC
II Regular Interests first, so as to keep the Uncertificated Balance of each
REMIC II Regular Interest ending with the designation “GRP” equal to 0.01% of
the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan
Group; second, to each REMIC II Regular Interest ending with the designation
“SUB,” so that the Uncertificated Balance of each such REMIC II Regular Interest
is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance
of
the Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of the Class A Certificate in the related Loan Group (except
that if any such excess is a larger number than in the preceding distribution
period, the least amount of principal shall be distributed to such REMIC II
Regular Interests such that the REMIC II Subordinated Balance Ratio is
maintained); and third, any remaining principal to REMIC II Regular Interest
LTXX; and
(v) any
remaining amount to the Holders of the Class R Certificates (as Holder of the
Class R-II Interest).
(b) On
each
Distribution Date, the Trust Administrator shall distribute from amounts on
deposit in the Distribution Account to the Holders of the Class CE-2
Certificates, one-twelfth of the product of (i) the excess, if any, of the
Servicing Fee Rate over the Ameriquest Servicing Fee Rate multiplied by (ii)
the
Scheduled Principal Balance of the Mortgage Loan as of the Due Date in the
preceding calendar month (the “Excess Servicing Fee”).
(c) On
each
Distribution Date, the Trust Administrator shall withdraw any amounts then
on
deposit in the Distribution Account that represent Prepayment Charges collected
by the Servicer or any Sub-Servicer and remitted to the Master Servicer in
connection with the Principal Prepayment of any of the Mortgage Loans or any
Servicer Prepayment Charge Payment Amount and shall distribute such amounts
to
the Holders of the Class P Certificates. Such distributions shall not be applied
to reduce the Certificate Principal Balance of the Class P
Certificates.
Following
the foregoing distributions, an amount equal to the amount of Subsequent
Recoveries shall be applied to increase the Certificate Principal Balance of
the
Class of Certificates with the Highest Priority up to the extent of such
Realized Losses previously allocated to that Class of Certificates pursuant
to
Section 4.04. An amount equal to the amount of any remaining
Subsequent Recoveries shall be applied to increase the Certificate Principal
Balance of the Class of Certificates with the next Highest Priority, up to
the
amount of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04. Holders of such Certificates
will not be entitled to any distribution in respect of interest on the amount
of
such increases for any Interest Accrual Period preceding the Distribution Date
on which such increase occurs. Any such increases shall be applied to
the Certificate Principal Balance of each Certificate of such Class in
accordance with its respective Percentage Interest.
(d) All
distributions made with respect to each Class of Certificates on each
Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date will be made to the Holders of the respective Class of record
on the related Record Date (except as otherwise provided in Section 4.01(e)
or
Section 9.01 respecting the final distribution on such Class), based on the
aggregate Percentage Interest represented by their respective Certificates,
and
shall be made by wire transfer of immediately available funds to the account
of
any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Trust Administrator in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and with respect to any Class of Certificates other
than the Residual Certificates is the registered owner of Certificates having
an
initial aggregate Certificate Principal Balance that is in excess of the lesser
of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal
Balance of such Class of Certificates, or otherwise by check mailed by first
class mail to the address of such Holder appearing in the Certificate Register.
The final distribution on each Certificate will be made in like manner, but
only
upon presentment and surrender of such Certificate at the Corporate Trust Office
of the Trust Administrator or such other location specified in the notice to
Certificateholders of such final distribution.
Each
distribution with respect to a Book-Entry Certificate shall be paid to the
Depository, as Holder thereof, and the Depository shall be responsible for
crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution
to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Certificate Owners that it represents. None of the
Trustee, the Trust Administrator, the Master Servicer, the Depositor or the
Servicer shall have any responsibility therefor except as otherwise provided
by
this Agreement or applicable law.
(d) The
rights of the Certificateholders to receive distributions in respect of the
Certificates, and all interests of the Certificateholders in such distributions,
shall be as set forth in this Agreement. None of the Holders of any Class of
Certificates, the Depositor, the Trustee, the Trust Administrator, the Master
Servicer or the Servicer shall in any way be responsible or liable to the
Holders of any other Class of Certificates in respect of amounts properly
previously distributed on the Certificates.
(e) Except
as
otherwise provided in Section 9.01, whenever the Trust Administrator expects
that the final distribution with respect to any Class of Certificates will
be
made on the next Distribution Date, the Trust Administrator shall, no later
than
five days after the latest related Determination Date, mail on such date to
each
Holder of such Class of Certificates a notice to the effect that:
(i) the
Trust
Administrator expects that the final distribution with respect to such Class
of
Certificates will be made on such Distribution Date, but only upon presentation
and surrender of such Certificates at the office of the Trust Administrator
therein specified, and
(ii) no
interest shall accrue on such Certificates from and after the end of the related
Interest Accrual Period.
(iii) Any
funds
not distributed to any Holder or Holders of Certificates of such Class on such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust by the
Trust Administrator and credited to the account of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(e) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trust Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order
to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trust Administrator shall, directly or through an agent,
mail
a final notice to remaining non-tendering Certificateholders concerning
surrender of their Certificates and shall continue to hold any remaining funds
for the benefit of non-tendering Certificateholders. The costs and expenses
of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets remaining in such trust fund. If within one year
after
the final notice any such Certificates shall not have been surrendered for
cancellation, the Trust Administrator shall pay to Citigroup Global Markets
Inc.
all such amounts, and all rights of non-tendering Certificateholders in or
to
such amounts shall thereupon cease. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust by the Trust
Administrator as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section
4.01(e). Any such amounts held in trust by the Trust Administrator
shall be held in an Eligible Account and the Trust Administrator may direct
any
depository institution maintaining such account to invest the funds in one
or
more Permitted Investments. All income and gain realized from the investment
of
funds deposited in such accounts held in trust by the Trust Administrator shall
be for the benefit of the Trust Administrator; provided, however that the Trust
Administrator shall deposit in such account the amount of any loss of principal
incurred in respect of any such Permitted Investment made with funds in such
accounts immediately upon the realization of such loss.
(f) Notwithstanding
anything to the contrary herein, (i) in no event shall the Certificate Principal
Balance of a Class A Certificate or a Mezzanine Certificate be reduced more
than
once in respect of any particular amount allocated to such Certificate in
respect of Realized Losses pursuant to Section 4.04 and (ii) in no event shall
the Uncertificated Balance of a REMIC Regular Interest be reduced more than
once
in respect of any particular amount both (a) allocated to such REMIC Regular
Interest in respect of Realized Losses pursuant to Section 4.04 and (b)
distributed on such REMIC Regular Interest in reduction of the Uncertificated
Balance thereof pursuant to this Section 4.01.
|
SECTION
4.02
|
Statements
to Certificateholders.
|
On
each
Distribution Date, based (in part), as applicable, on information provided
to
the Trust Administrator by the Master Servicer (which in turn shall be based
(in
part), as applicable, on information provided to the Master Servicer by the
Servicer), the Trust Administrator shall prepare and make available on its
website 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, the amount of the
distribution made on such Distribution Date to the Holders of the Class P
Certificates allocable to Prepayment Charges and the amount of the distribution
made on such Distribution Date to the Holders of the Class CE-2
Certificates;
(ii) the
amount of the distribution made on such Distribution Date to the Holders of
Certificates of each such Class allocable to interest;
(iii) the
aggregate amount of P&I Advances for such Distribution Date;
(iv) the
fees
and expenses of the trust accrued and paid on such Distribution Date and to
whom
such fees and expenses were paid;
(v) the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties
for such Distribution Date;
(vi) the
number, aggregate principal balance, weighted average remaining term to maturity
and weighted average Mortgage Rate of the Mortgage Loans as of the related
Due
Date;
(vii) the
number and aggregate unpaid principal balance of Mortgage Loans in respect
of
which (a) one monthly payment is delinquent, (b) two monthly payments are
delinquent, (c) three monthly payments are delinquent and (d) foreclosure
proceedings have begun, calculated in accordance with the OTS
method;
(viii) the
Delinquency Percentage and the Realized Loss Percentage;
(ix) the
Stated Principal Balance of any REO Property as of the close of business on
the
last Business Day of the calendar month preceding the Distribution
Date;
(x) the
aggregate amount of Principal Prepayments made during the related Prepayment
Period;
(xi) the
aggregate amount of Realized Losses incurred during the related Prepayment
Period (or, in the case of Bankruptcy Losses allocable to interest, during
the
related Due Period), separately identifying whether such Realized Losses
constituted Bankruptcy Losses;
(xii) the
aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
Collection Account or the Distribution Account for such Distribution
Date;
(xiii) the
aggregate Certificate Principal Balance of each such Class of Certificates,
after giving effect to the distributions, and allocations of Realized Losses
and
Extraordinary Trust Fund Expenses, made on such Distribution Date, separately
identifying any reduction thereof due to allocations of Realized Losses and
Extraordinary Trust Fund Expenses;
(xiv) the
Certificate Factor for each such Class of Certificates applicable to such
Distribution Date;
(xv) the
Interest Distribution Amount in respect of each such Class of Certificates
for
such Distribution Date (separately identifying any reductions in the case of
Subordinate Certificates resulting from the allocation of Realized Losses
allocable to interest and Extraordinary Trust Fund Expenses on such Distribution
Date) and the respective portions thereof, if any, remaining unpaid following
the distributions made in respect of such Certificates on such Distribution
Date;
(xvi) the
aggregate amount of any Prepayment Interest Shortfalls for such Distribution
Date, to the extent not covered by payments by the Servicer pursuant to Section
3.24;
(xvii) the
aggregate amount of Relief Act Interest Shortfalls for such Distribution
Date;
(xviii) 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;
(xix) with
respect to Mortgage Loans as to which a Final Liquidation has occurred, the
number of Mortgage Loans, the unpaid principal balance of such Mortgage Loans
as
of the date of such Final Liquidation and the amount of proceeds (including
Liquidation Proceeds and Insurance Proceeds) collected in respect of such
Mortgage Loans;
(xx) any
Allocated Realized Loss Amount with respect to each Class of Certificates for
such Distribution Date;
(xxi) the
amounts deposited into the Net WAC Rate Carryover Reserve Account for such
Distribution Date, the amounts withdrawn from such account and distributed
to
each Class of Certificates, and the amounts remaining on deposit in such account
after all deposits into and withdrawals from such account on such Distribution
Date;
(xxii) the
Net
WAC Rate Carryover Amounts for each Class of Certificates, if any, for such
Distribution Date and the amounts remaining unpaid after reimbursements therefor
on such Distribution Date;
(xxiii) whether
a
Stepdown Date or Trigger Event is in effect;
(xxiv) the
total
cashflows received and the general sources thereof;
(xxv) if
applicable, unless otherwise set forth in the Form 10-D relating to such
Distribution Date, 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;
(xxvi) the
applicable Record Dates, Interest Accrual Periods and Determination Dates for
calculating distributions for such Distribution Date;
(xxvii) payments,
if any, made under the Interest Rate Cap Agreement and the amount distributed
to
the Floating Rate Certificates from payments made under the Interest Rate Cap
Agreement;
(xxviii) the
amount of any Net Swap Payments or Swap Termination Payments for such
Distribution Date;
(xxix) the
Significance Percentage for such Distribution Date; and
(xxx) the
respective Pass-Through Rates applicable to the Floating Rate Certificates
for
such Distribution Date (and whether such Pass-Through Rate was limited by the
Net WAC Pass-Through Rate) and the Pass-Through Rate applicable to the Floating
Rate Certificates for the immediately succeeding Distribution Date.
In
the
case of information furnished pursuant to subclauses (i) through (iii) above,
the amounts shall be expressed as a dollar amount per Single Certificate of
the
relevant Class.
The
Trust
Administrator will make such statement (and, at its option, any additional
files
containing the same information in an alternative format) available each month
to Certificateholders, the Master Servicer, the Servicer, the Depositor, the
Credit Risk Manager, the Interest Rate Cap Provider, the Swap Provider and
the
Rating Agencies via the Trust Administrator’s internet website. The
Trust Administrator’s internet website shall initially be located at
“xxx.xxxxxxx.xxx”. Assistance in using the website can be obtained by
calling the Trust Administrator’s customer service desk at (000)
000-0000. Parties that are unable to use the above distribution
options are entitled to have a paper copy mailed to them via first class mail
by
calling the customer service desk and indicating such. The Trust Administrator
shall have the right to change the way such statements are distributed in order
to make such distribution more convenient and/or more accessible to the above
parties and the Trust Administrator shall provide timely and adequate
notification to all above parties regarding any such changes. As a
condition to access the Trust Administrator’s internet website, the Trust
Administrator may require registration and the acceptance of a
disclaimer. The Trust Administrator will not be liable for the
dissemination of information in accordance with this Agreement. The
Trust Administrator shall also be entitled to rely on but shall not be
responsible for the content or accuracy of any information provided by third
parties for purposes of preparing the distribution date statement and may affix
thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party
thereto).
For
all
purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
shall be determined by the Trust Administrator from information provided by
the
Servicer and reported by the Trust Administrator based on the OTS methodology
for determining delinquencies on mortgage loans similar to the Mortgage
Loans. By way of example, a Mortgage Loan would be delinquent with
respect to a Monthly Payment due on a Due Date if such Monthly Payment is not
made by the close of business on the Mortgage Loan's next succeeding Due Date,
and a Mortgage Loan would be more than 30-days Delinquent with respect to such
Monthly Payment if such Monthly Payment were not made by the close of business
on the Mortgage Loan’s second succeeding Due Date. The Servicer hereby represents and warrants
to the
Depositor that the Servicer is not subject to any delinquency recognition policy
established by the primary safety and soundness regulator, if any, of the
Servicer, that is more restrictive than the foregoing delinquency recognition
policy.
Within
a
reasonable period of time after the end of each calendar year, the Trust
Administrator shall, upon written request, forward to each Person (with a copy
to 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 Trust Administrator shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trust Administrator pursuant to any requirements of the Code
as
from time to time are in force.
On
each
Distribution Date, the Trust Administrator shall make available to the
Depositor, each Holder of a Residual Certificate, the Trustee, the Servicer
and
the Credit Risk Manager, a copy of the reports forwarded to the Regular
Certificateholders on such Distribution Date and a statement setting forth
the
amounts, if any, actually distributed with respect to the Residual Certificates,
respectively, on such Distribution Date.
Within
a
reasonable period of time after the end of each calendar year, the Trust
Administrator shall forward to each Person (with a copy to 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 Trust Administrator shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Trust Administrator to such Holders pursuant to the rules and
regulations of the Code as are in force from time to time.
Upon
request, the Trust Administrator shall forward to each Certificateholder, during
the term of this Agreement, such periodic, special, or other reports or
information, whether or not provided for herein, as shall be reasonable with
respect to the Certificateholder, or otherwise with respect to the purposes
of
this Agreement, all such reports or information to be provided at the expense
of
the Certificateholder in accordance with such reasonable and explicit
instructions and directions as the Certificateholder may provide. For purposes
of this Section 4.02, the Trust Administrator’s duties are limited to the extent
that the Master Servicer receives timely reports as required from the
Servicer.
On
each
Distribution Date, the Trust Administrator shall provide Bloomberg Financial
Markets, L.P. (“Bloomberg”) on its website (1) CUSIP level factors for each
class of Certificates as of such Distribution Date and (2) the number and
aggregate unpaid principal balance of Mortgage Loans that are (a) delinquent
30
to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in
each
case, as of the last day of the preceding calendar month, (d) as to which
foreclosure proceedings have been commenced and (e) with respect to which the
related Mortgagor has filed for protection under applicable bankruptcy laws,
with respect to whom bankruptcy proceedings are pending or with respect to
whom
bankruptcy protection is in force, in each case using a format and media
mutually acceptable to the Trust Administrator and Bloomberg.
For
each
Distribution Date, the Trust Administrator shall calculate the Significance
Percentage of the Interest Rate Cap Agreement and the Interest Rate Swap
Agreement. If on any Distribution Date through and including the Distribution
Date in December 2007, the Significance Percentage is equal to or greater than
10%, the Trust Administrator shall promptly notify the Depositor and the Trust
Administrator shall file, by Form 10-D no later than fifteen days following
the
related Distribution Date, the financial statements of the Interest Rate Cap
Provider and/or the Swap Provider, as applicable, as required by Item 1115
of
Regulation AB.
|
SECTION
4.03
|
Remittance
Reports; P&I Advances.
|
(a) No
later
than 3:00 p.m. New York time on the third Business Day following the related
Prepayment Period, the Servicer shall deliver to the Master Servicer and the
Trust Administrator, in a mutually agreed upon electronic format or by such
other means as the Servicer and the Trust Administrator agree upon containing
such information regarding the Mortgage Loans as is needed by the Trust
Administrator to perform its duties as set forth in Section 4.01 and 4.02
hereof. Such Remittance Report will also include a delinquency report
substantially in the form set forth in Exhibit M-1, the monthly remittance
advance substantially in the form set forth in Exhibit M-2, and a realized
loss
report substantially in the form set forth in Exhibit M-3 (or in each case,
such
other format as mutually agreed to between the Servicer and the Trust
Administrator and, to the extent that the Backup Servicer becomes the successor
servicer, in the format set forth in Exhibit P-1, Exhibit P-2 and Exhibit
P-3). No later than three Business Days after the 15th day of
each
calendar month, the Servicer shall furnish to the Trust Administrator a monthly
report containing such information regarding prepayments in full on Mortgage
Loans during the applicable Prepayment Period in a format as mutually agreed
to
between the Servicer and the Trust Administrator. Neither the Trustee
nor the Trust Administrator shall be responsible to recompute, recalculate
or
verify any information provided to it by the Servicer.
In
addition, no later than the 18th day of
each
calendar month, the Servicer shall provide the Backup Servicer in a mutually
agreed upon electronic format or by such other means as the Servicer and the
Backup Servicer agree upon containing such information regarding the Mortgage
Loans as is needed by the Backup Servicer to perform its duties as set forth
in
the Backup Servicing Agreement. Each of the Master Servicer and the
Trustee are hereby directed by the Depositor to enter into the Backup Servicing
Agreement.
(b) With
respect to any Mortgage Loan on which a Monthly Payment was due during the
related Due Period and delinquent on the related Determination Date, the amount
of the Servicer's P&I Advance will be equal to the amount of the Monthly
Payment (net of the related Servicing Fee) that is delinquent as of the close
of
business on the related Determination Date. With respect to each REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which such REO Property an REO Disposition did
not
occur during the related Prepayment Period, an amount equal to the excess,
if
any, of the Monthly Payment (net of the related Servicing Fee) that would have
been due on the related Due Date in respect of the related Mortgage Loan, over
the net income from such REO Property deposited in the Collection Account
pursuant to Section 3.23 for distribution on such Distribution
Date.
The
Servicer shall remit in immediately available funds to the Trust Administrator
for deposit in the Distribution Account on or before 3:00 p.m. New York time
(it
being understood that such time shall not apply if the Backup Servicer is acting
as the Successor Servicer) on the Servicer Remittance Date an amount equal
to
the aggregate amount of P&I Advances, if any, to be made in respect of the
Mortgage Loans for the related Distribution Date either (i) from its own funds
or (ii) from the Collection Account, to the extent of funds held therein for
future distribution (in which case it will cause to be made an appropriate
entry
in the records of the Collection Account that amounts held for future
distribution have been, as permitted by this Section 4.03, used by the Servicer
in discharge of any such P&I Advance) or (iii) in the form of any
combination of (i) and (ii) aggregating the total amount of P&I Advances to
be made by the Servicer with respect to the Mortgage Loans. Any
amounts held for future distribution used by the Servicer to make a P&I
Advance as permitted in the preceding sentence shall be appropriately reflected
in the Servicer’s records and replaced by the Servicer by deposit in the
Collection Account on or before any future Servicer Remittance Date to the
extent that the Available Distribution Amount for the related Distribution
Date
(determined without regard to P&I Advances to be made on the Servicer
Remittance Date) shall be less than the total amount that would be distributed
to the Certificateholders pursuant to Section 4.01 on such Distribution Date
if
such amounts held for future distributions had not been so used to make P&I
Advances. The Trust Administrator will provide notice to the Servicer no later
than the close of business on the Business Day prior to the Distribution Date
via email to the appropriate investor reporting contact of the Servicer (as
well
as the manager of the Servicer’s investor reporting group) in the event that the
amount remitted by the Servicer to the Trust Administrator on such date is
less
than the P&I Advances required to be made by the Servicer for the related
Distribution Date.
(c) The
obligation of the Servicer to make such P&I Advances is mandatory,
notwithstanding any other provision of this Agreement but subject to (d) below,
and, with respect to any Mortgage Loan or REO Property, shall continue until
a
Final Recovery Determination in connection therewith or the removal thereof
from
the Trust Fund pursuant to any applicable provision of this Agreement, except
as
otherwise provided in this Section.
(d) Notwithstanding
anything herein to the contrary, no P&I Advance or Servicing Advance shall
be required to be made hereunder by the Servicer if such P&I Advance or
Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance, respectively. The determination by the
Servicer that it has made a Nonrecoverable P&I Advance or a Nonrecoverable
Servicing Advance or that any proposed P&I Advance or Servicing Advance, if
made, would constitute a Nonrecoverable P&I Advance or Nonrecoverable
Servicing Advance, respectively, shall be evidenced by a certification of a
Servicing Officer delivered to the Trust Administrator (whereupon, upon receipt
of such certification, the Trust Administrator shall forward a copy of such
certification to the Depositor, the Trustee and the Credit Risk
Manager). Notwithstanding the foregoing, if following the application
of Liquidation Proceeds on any Mortgage Loan that was the subject of a Final
Recovery Determination, any Servicing Advance with respect to such Mortgage
Loan
shall remain unreimbursed to the Servicer, then without limiting the provisions
of Section 3.11(a), a certification of a Servicing Officer regarding such
Nonrecoverable Servicing Advance shall not be required to be delivered by the
Servicer to the Trust Administrator.
(e) In
the
event the Servicer fails to make any P&I Advance or Servicing Advance
required to be made by it pursuant to this Section 4.03 and such failure is
not
remedied within the applicable cure period pursuant to Section 7.01(a)(vii),
then, pursuant to Section 7.01(a), the Servicer will be terminated, and, in
accordance with Sections 7.01(a) and 7.02, the Backup Servicer or another
successor servicer shall be required to make such P&I Advance or Servicing
Advance on the Distribution Date with respect to which the Servicer was required
to make such P&I Advance or Servicing Advance, subject to the Backup
Servicer’s determination of recoverability. Neither the Servicer nor
the Backup Servicer shall be required to make any P&I Advance or Servicing
Advance to cover any Relief Act Interest Shortfall on any Mortgage
Loan. If the Backup Servicer is required to make any P&I Advance
or Servicing Advance, such P&I Advance or Servicing Advance may be made by
it in the manner set forth above.
|
SECTION
4.04
|
Allocation
of Realized Losses.
|
(a) Prior
to
each Distribution Date, the Servicer shall determine as to each Mortgage Loan
and REO Property: (i) the total amount of Realized Losses, if any, incurred
in
connection with any Final Recovery Determinations made during the related
Prepayment Period; (ii) whether and the extent to which such Realized Losses
constituted Bankruptcy Losses; and (iii) the respective portions of such
Realized Losses allocable to interest and allocable to
principal. Prior to each Distribution Date, the Servicer shall also
determine as to each Mortgage Loan: (A) the total amount of Realized Losses,
if
any, incurred in connection with any Deficient Valuations made during the
related Prepayment Period; and (B) the total amount of Realized Losses, if
any,
incurred in connection with Debt Service Reductions in respect of Monthly
Payments due during the related Due Period. The information described
in the two preceding sentences that is to be supplied by the Servicer shall
be
either included in the related Remittance Report (in form and format reasonably
required and mutually agreed upon by the Servicer and the Master Servicer)
or
evidenced by an Officers’ Certificate delivered to the Trust Administrator and
the Trustee by the Servicer prior to the Determination Date immediately
following the end of (x) in the case of Bankruptcy Losses allocable to interest,
the Due Period during which any such Realized Loss was incurred, and (y) in
the
case of all other Realized Losses, the Prepayment Period during which any such
Realized Loss was incurred.
(b) All
Realized Losses on the Mortgage Loans shall be allocated by the Trust
Administrator on each Distribution Date as follows: first, to the Interest
Distribution Amount for the Class CE-1 Certificates for the related Interest
Accrual Period; second, to payments received under the Interest Rate Cap
Agreement or Net Swap Payments received under the Interest Rate Swap Agreement,
third, to the Class CE-1 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; fourth, to the Class M-11 Certificates, until
the Certificate Principal Balance thereof has been reduced to zero; fifth,
to
the Class M-10 Certificates, until the Certificate Principal Balance thereof
has
been reduced to zero, sixth, to the Class M-9 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero, seventh, to
the
Class M-8 Certificates until the Certificate Principal Balance thereof has
been
reduced to zero; eighth, to the Class M-7 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; ninth, to the Class M-6
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; tenth, to the Class M-5 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; eleventh, to the Class M-4
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; twelfth, to the Class M-3 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; thirteenth, to the Class M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero and fourteenth, to the Class M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero.
All
Realized Losses to be allocated to the Certificate Principal Balances of all
Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above
to
the Certificate Principal Balance of any Class of Certificates shall be to
the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each
case
to be allocated to such Class of Certificates, on such Distribution
Date.
Any
allocation of Realized Losses to a Mezzanine Certificate on any Distribution
Date shall be made by reducing the Certificate Principal Balance thereof by
the
amount so allocated and any allocation of Realized Losses to a Class CE-1
Certificate shall be made by reducing the amount otherwise payable in respect
thereof pursuant to Section 4.01(a)(3). No allocations of any
Realized Losses shall be made to the Certificate Principal Balances of the
Class
A Certificates or the Class P Certificates.
(c) All
Realized Losses on the Group I Mortgage Loans shall be allocated on each
Distribution Date to REMIC I Regular Interest I-1-A through REMIC I Regular
Interest I-46-B, starting with the lowest numerical denomination until such
REMIC I Regular Interest has been reduced to zero, provided that, for REMIC
I
Regular Interests with the same numerical denomination, such Realized Losses
shall be allocated pro rata between such REMIC I Regular Interests. All
Realized Losses on the Group II Mortgage Loans shall be allocated on each
Distribution Date to REMIC I Regular Interest II-1-A through REMIC I Regular
Interest II-46-B, starting with the lowest numerical denomination until such
REMIC I Regular Interest has been reduced to zero, provided that, for REMIC
I
Regular Interests with the same numerical denomination, such Realized Losses
shall be allocated pro rata between such REMIC I Regular
Interests.
(d) The
REMIC
II Marker Allocation Percentage of all Realized Losses on the Mortgage Loans
shall be allocated by the Trust Administrator on each Distribution Date to
the
following REMIC II Regular Interests in the specified percentages, as follows:
first, to Uncertificated Interest payable to the REMIC II Regular Interest
LTAA
and REMIC II Regular Interest LTZZ up to an aggregate amount equal to the REMIC
II Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Balances of the REMIC II Regular Interest LTAA and REMIC II
Regular Interest LTZZ up to an aggregate amount equal to the REMIC II Principal
Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Balances of REMIC II Regular Interest LTAA, REMIC II Regular Interest LTM11
and
REMIC II Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest LTM11 has been reduced
to
zero; fourth, to the Uncertificated Balances of REMIC II Regular Interest LTAA,
REMIC II Regular Interest LTM10 and REMIC II Regular Interest LTZZ, 98%, 1%
and
1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest
LTM10 has been reduced to zero; fifth, to the Uncertificated Balances of REMIC
II Regular Interest LTAA, REMIC II Regular Interest LTM9 and REMIC II Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of
REMIC II Regular Interest LTM9 has been reduced to zero; sixth, to the
Uncertificated Balances of REMIC II Regular Interest LTAA, REMIC II Regular
Interest LTM8 and REMIC II Regular Interest LTZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Balance of REMIC II Regular Interest LTM8 has been
reduced to zero; seventh, to the Uncertificated Balances of REMIC II Regular
Interest LTAA, REMIC II Regular Interest LTM7 and REMIC II Regular Interest
LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II
Regular Interest LTM7 has been reduced to zero; eighth, to the Uncertificated
Balances of REMIC II Regular Interest LTAA, REMIC II Regular Interest LTM6
and
REMIC II Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest LTM6 has been reduced to
zero; ninth, to the Uncertificated Balances of REMIC II Regular Interest LTAA,
REMIC II Regular Interest LTM5 and REMIC II Regular Interest LTZZ, 98%, 1%
and
1%, respectively, until the Uncertificated Balance of REMIC II Regular Interest
LTM5 has been reduced to zero; tenth, to the Uncertificated Balances of REMIC
II
Regular Interest LTAA, REMIC II Regular Interest LTM4 and REMIC II Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of
REMIC II Regular Interest LTM4 has been reduced to zero; eleventh, to the
Uncertificated Balances of REMIC II Regular Interest LTAA, REMIC II Regular
Interest LTM3 and REMIC II Regular Interest LTZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Balance of REMIC II Regular Interest LTM3 has been
reduced to zero; twelfth, to the Uncertificated Balances of REMIC II Regular
Interest LTAA, REMIC II Regular Interest LTM2 and REMIC II Regular Interest
LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II
Regular Interest LTM2 has been reduced to zero and thirteenth, to the
Uncertificated Balances of REMIC II Regular Interest LTAA, REMIC II Regular
Interest LTM1 and REMIC II Regular Interest LTZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Balance of REMIC II Regular Interest LTM1 has been
reduced to zero.
(e) The
REMIC
II Sub WAC Allocation Percentage of all Realized Losses shall be applied after
all distributions have been made on each Distribution Date first, so as to
keep
the Uncertificated Balance of each REMIC II Regular Interest ending with the
designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan Group; second, to each REMIC II Regular
Interest ending with the designation “SUB,” so that the Uncertificated Balance
of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x)
the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan
Group over (y) the current Certificate Principal Balance of the Class A
Certificate in the related Loan Group (except that if any such excess is a
larger number than in the preceding distribution period, the least amount of
Realized Losses shall be applied to such REMIC II Regular Interests such that
the REMIC II Subordinated Balance Ratio is maintained); and third, any remaining
Realized Losses shall be allocated to REMIC II Regular Interest
LTXX.
|
SECTION
4.05
|
Compliance
with Withholding Requirements.
|
Notwithstanding
any other provision of this Agreement, the Trust Administrator shall comply
with
all federal withholding requirements respecting payments to Certificateholders
of interest or original issue discount that the Trust Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders shall
not be required for such withholding. In the event the Trust Administrator
does
withhold any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trust Administrator shall indicate the amount withheld to
such
Certificateholders.
|
SECTION
4.06
|
Net
WAC Rate Carryover Reserve Account.
|
(a) No
later
than the Closing Date, the Trust Administrator shall establish and maintain
a
separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
Account, Xxxxx Fargo Bank, N.A., as Trust Administrator, in trust for the
registered holders of Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through
Certificates, Series 2007-AMC4.”
(b) On
each
Distribution Date, the Trust Administrator has been directed by the Class CE-1
Certificateholders to, and therefore shall, deposit into the Net WAC Rate
Carryover Reserve Account, any Net WAC Rate Carryover Amounts for such
Distribution Date, rather than distributing such amounts to the Class CE-1
Certificateholders. On each such Distribution Date, the Trust
Administrator shall hold all such amounts for the benefit of the Holders of
the
Floating Rate Certificates, and shall distribute the aggregate Net WAC Rate
Carryover Amount, if any, for such Distribution Date from the Net WAC Rate
Carryover Reserve Account to the Holders of the Floating Rate Certificates
in
the amounts and priorities set forth in Section 4.01(g).
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
disregarded as an entity separate from the Holder of the Class CE-1 Certificates
unless and until the date when either (a) there is more than one Class CE-1
Certificateholder or (b) any Class of Certificates in addition to the Class
CE-1
Certificates is recharacterized as an equity interest in the Net WAC Rate
Carryover Reserve Account for federal income tax purposes, in which case it
is
the intention of the parties hereto that, for federal and state income and
state
and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
treated as a partnership. If the Net WAC Rate Carryover Reserve
Account becomes characterized as a partnership for federal income tax purposes,
the Trust Administrator shall (i) obtain, or cause to be obtained, a taxpayer
identification number for the Net WAC Rate Carryover Reserve Account, (ii)
prepare and file, or cause to be prepared and filed, any necessary federal,
state or local tax returns for the Net WAC Rate Carryover Reserve Account and
(iii) prepare and provide to any requesting withholding agent, or cause to
be
prepared and provided to any requesting withholding agent, any necessary
withholding tax form; provided, however, the Trust Administrator shall be
entitled to additional reasonable compensation for such partnership tax filing
and preparation from amounts on deposit in the Net WAC Rate Carryover Reserve
Account to the extent such funds are available. However, if such amounts
are insufficient, the Depositor shall cover any remaining amounts owed to the
Trust Administrator. The Trust Administrator shall also be entitled
to be reimbursed by the Depositor for any additional reasonable expenses it
may
incur from obtaining a Class CE-1 Certificateholder list from the Depository,
which shall not exceed once per month per calendar year. All amounts
deposited into the Net WAC Rate Carryover Reserve Account shall be treated
as
amounts distributed by REMIC III to the Holder of the Class CE-1 Interest and
by
REMIC IV to the Holder of the Class CE-1 Certificates. The Net WAC
Rate Carryover Reserve Account will be an “outside reserve fund” within the
meaning of Treasury Regulation Section 1.860G-2(h). Upon the
termination of the Trust Fund, or the payment in full of the Floating Rate
Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover
Reserve Account shall be released by the Trust Fund and distributed to the
Class
CE-1 Certificateholders or their designees. The Net WAC Rate
Carryover Reserve Account shall be part of the Trust Fund but not part of any
Trust REMIC and any payments to the Holders of the Floating Rate Certificates
of
Net WAC Rate Carryover Amounts will not be payments with respect to a “regular
interest” in a REMIC within the meaning of Code Section
860(G)(a)(1).
(d) By
accepting a Class CE-1 Certificate, each Class CE-1 Certificateholder hereby
agrees to direct the Trust Administrator, and the Trust Administrator is hereby
is directed, to deposit into the Net WAC Rate Carryover Reserve Account the
amounts described above on each Distribution Date rather than distributing
such
amounts to the Class CE-1 Certificateholders. By accepting a Class
CE-1 Certificate, each Class CE-1 Certificateholder further agrees that such
direction is given for good and valuable consideration, the receipt and
sufficiency of which is acknowledged by such acceptance.
(e) All
amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain
uninvested.
(f) For
federal tax return and information reporting, the right of the Holders of the
Floating Rate Certificates to receive payments from the Net WAC Rate Carryover
Reserve Account in respect of any Net WAC Rate Carryover Amount may have more
than a de minimis value.
|
SECTION
4.07
|
Exchange
Commission Filings; Additional
Information.
|
(a) (i)
Within 15 days after each Distribution Date (subject to permitted extensions
under the Exchange Act), the Trust Administrator shall, in accordance with
industry standards, prepare and 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 attached thereto. Any disclosure in addition to the
Monthly Statement that is required to be included on Form 10-D (“Additional Form
10-D Disclosure”) shall be reported by the parties set forth on Exhibit
B to the Depositor and the Trust Administrator and directed and
approved by the Depositor pursuant to the following paragraph, and the Trust
Administrator will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-D Disclosure, except as set forth
in
the next paragraph.
(ii) As
set forth on Exhibit B hereto, within 5 calendar days after the related
Distribution Date, (i) the parties described on Exhibit B shall be required
to
provide to the Trust Administrator and to the Depositor, to the extent known
by
a Responsible Officer thereof, in XXXXX-compatible format, or in such other
format as otherwise agreed upon by the Trust Administrator and such party,
the
form and substance of any Additional Form 10-D Disclosure, if applicable,
together with an Additional Disclosure Notification in the form of Exhibit
K
hereto 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-D
Disclosure on Form 10-D. The Trust Administrator has no duty under
this Agreement to monitor or enforce the performance by the other parties listed
on Exhibit B of their duties under this paragraph or proactively solicit or
procure from such other parties any Additional Form 10-D Disclosure
information. The Depositor will be responsible for any reasonable
fees and expenses assessed or incurred by the Trust Administrator in connection
with including any Additional Form 10-D Disclosure on Form 10-D pursuant to
this
paragraph.
Form
10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days.” The Depositor hereby represents to
the Trust Administrator that the Depositor has filed all such required reports
during the preceding 12 months and that it has been subject to such filing
requirement for the past 90 days. The Depositor shall notify the Trust
Administrator in writing, no later than the fifth calendar day after the related
Distribution Date with respect to the filing of a report on Form 10-D, if the
answer to either question should be “no.” The Trust Administrator shall be
entitled to rely on such representations in preparing, executing and/or filing
any such report.
After
preparing the Form 10-D, the Trust Administrator shall forward electronically
a
copy of the Form 10-D to the Depositor (provided that such Form 10-D includes
any Additional Form 10-D Disclosure). Within two Business Days after
receipt of such copy, but no later than the 12th calendar
day 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 the process
for execution and filing of the Form 10-D. A duly authorized
representative of the Master Servicer shall sign each Form 10-D. 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 will follow the procedures set forth in Section
4.07(a)(vi). Promptly (but no later than one Business Day) after
filing with the Commission, the Trust Administrator will make available on
its
internet website a final executed copy of each Form 10-D filed by the Trust
Administrator. Each party to this Agreement acknowledges that the
performance by each of the Master Servicer and the Trust Administrator of its
duties under this Section 4.07(a)(ii) 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
this
Section 4.07(a)(ii). The Depositor acknowledges that the performance
by each of the Master Servicer and the Trust Administrator of its respective
duties under this Section 4.07(a)(ii) related to the preparation and execution
of Form 10-D is also contingent upon the Servicer, the Custodian and any
Servicing Function Participant strictly observing deadlines no later than those
set forth in this paragraph that are applicable to the parties to this Agreement
in the delivery to the Trust Administrator of any necessary Additional Form
10-D
Disclosure. Neither the Master Servicer nor the Trust Administrator
shall have any liability for any loss, expense, damage or claim arising out
of
or with respect to any failure to properly prepare or execute and/or timely
file
such Form 10-D, where such failure results from the Trust Administrator’s
inability or failure to obtain or receive, on a timely basis, any information
from any other party hereto or any Servicing Function Participant needed to
prepare, arrange for execution or file such Form 10-D, not resulting from its
own negligence, bad faith or willful misconduct. Notwithstanding
anything contained herein, the Trust Administrator shall promptly notify the
Depositor if a Form 10-D cannot be timely filed prior to the related
filing deadline.
(iii) Within
four (4) Business Days after the occurrence of an event requiring disclosure
on
Form 8-K (each such event, a “Reportable Event”), and if requested by the
Depositor, the Trust Administrator shall prepare and file on behalf of the
Trust
a 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 (other
than the initial Form 8-K) (“Form 8-K Disclosure Information”) shall be reported
by the parties set forth on Exhibit B and, pursuant to the following paragraph,
directed 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
Disclosure Information or Form 8-K, except as set forth in the next
paragraph.
As
set
forth on Exhibit B hereto, for so long as the Trust is subject to the Exchange
Act reporting requirements, no later than close of business (New York City
time)
on the 2nd Business Day after the occurrence of a Reportable Event (i) the
parties set forth on Exhibit B shall be required pursuant to Section 4.07(a)(v)
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 format as otherwise agreed upon by the Trust Administrator, the Depositor
and such party, the form and substance of any Form 8-K Disclosure Information,
if applicable, together with an Additional Disclosure Notification and (ii)
the
Depositor will 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. The Depositor will be responsible for any reasonable fees and
expenses assessed or incurred by the Trust Administrator in connection with
including any Form 8-K Disclosure Information on Form 8-K pursuant to this
Section.
After
preparing the Form 8-K, the Trust Administrator shall forward electronically
a
copy of the Form 8-K to the Depositor. Promptly, but no later than
the close of business on the third 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 the process for
execution and filing of the Form 8-K. A duly authorized
representative of the Master Servicer shall sign each 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 will follow the procedures set forth in Section
4.07(a)(vi). Promptly (but no later than one Business Day) after
filing with the Commission, the Trust Administrator will make available on
its
internet website a final executed copy of each Form 8-K filed by the Trust
Administrator. The parties to this Agreement acknowledge that the
performance by each of the Master Servicer and the Trust Administrator of its
duties under this Section 4.07(a)(iii) 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 4.07(a)(iii). The Depositor acknowledges that the performance
by each of the Master Servicer and the Trust Administrator of its duties under
this Section 4.07(a)(iii) related to the preparation, execution and filing
of
Form 8-K is also contingent upon the Servicer, the Custodian and any Servicing
Function Participant strictly observing deadlines no later than those set forth
in this paragraph or in the Custodial Agreement, that are applicable to the
parties to this Agreement or in the Custodial Agreement in the delivery to
the
Trust Administrator of any necessary Form 8-K Disclosure
Information. Neither the Master Servicer nor the Trust Administrator
shall have any liability for any loss, expense, damage or claim arising out
of
or with respect to any failure to properly prepare, execute or timely file
such
Form 8-K, where such failure results from the Trust Administrator’s inability or
failure to obtain or receive, on a timely basis, any information from the
Servicer, the Custodian or any Servicing Function Participant (other than any
Servicing Function Participant engaged by the Master Servicer or Trust
Administrator) needed to prepare, arrange for execution or file such Form 8-K,
not resulting from its own negligence, bad faith or willful
misconduct. Notwithstanding anything contained herein, the Trust
Administrator shall promptly notify the Depositor if a Form 8-K cannot be timely
filed prior to the related filing deadline.
(iv) On
or prior to the 90th day after the end of each fiscal year of the Trust or
such
earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”)
(it being understood that the fiscal year for the Trust ends on December 31st
of
each year), commencing in March 2008, the Trust Administrator shall prepare
and
file on behalf of the Trust a Form 10-K, in form and substance as required
by
the Exchange Act. Each such Form 10-K shall include the following
items, in each case to the extent they have been delivered to the Trust
Administrator within the applicable time frames set forth in this
Agreement:
(a) an
annual compliance statement for the Servicer, the Master Servicer, the Trust
Administrator and any Servicing Function Participant engaged by such parties
(each, a “Reporting Servicer”) as described under Section 3.20 of this
Agreement, provided, however, that the Trust Administrator, at its
discretion, may omit from the Form 10-K any annual compliance statement that
is
not required to be filed with such Form 10-K pursuant to Regulation
AB;
(b) (A)
the annual reports on assessment of compliance with Servicing Criteria for
each
Reporting Servicer, as described under Section 3.21 of this Agreement and (B)
if
each such Reporting Servicer’s report on assessment of compliance with Servicing
Criteria identifies any material instance of noncompliance, disclosure
identifying such instance of noncompliance, or if each such Reporting Servicer’s
report on assessment of compliance with Servicing Criteria 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, provided, however,
that the Trust Administrator, at its discretion, may omit from the Form 10-K
any
assessment of compliance or attestation report described in clause (c) below
that is not required to be filed with such Form 10-K pursuant to Regulation
AB;
(c) (A)
the registered public accounting firm attestation report for each Reporting
Servicer, as described under Section 3.21 of this Agreement and (B) if any
registered public accounting firm attestation report identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such registered public accounting firm 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
(d) a
Xxxxxxxx-Xxxxx Certification as described in this Section
4.07(a)(iv).
Any
disclosure or information in addition to (a) through (d) above that is required
to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall be
reported by the parties set forth on Exhibit B to the Depositor and the Trust
Administrator and directed and approved by the Depositor pursuant to the
following paragraph, and the Trust Administrator will have no duty or liability
for any failure hereunder to determine or prepare any Additional Form 10-K
Disclosure, except as set forth in the next paragraph.
As
set
forth on Exhibit B hereto, no later than March 15th (with no
cure
period) of each year that the Trust is subject to the Exchange Act reporting
requirements, commencing in 2008, (i) the parties described on Exhibit B shall
be required to provide to the Trust Administrator and to the Depositor, to
the
extent known by a Responsible Officer thereof, in XXXXX-compatible
format, or in such other format as otherwise agreed upon by the Trust
Administrator and such party, the form and substance of any Additional Form
10-K
Disclosure, if applicable, together with an Additional Disclosure Notification,
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. The Trust Administrator has no duty under this Agreement to
monitor or enforce the performance by the other parties listed on Exhibit B
of
their duties under this paragraph or proactively solicit or procure from such
other parties any Additional Form 10-K Disclosure information. The
Depositor will be responsible for any reasonable fees and expenses assessed
or
incurred by the Trust Administrator in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph.
Form
10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days.” The Depositor hereby represents to
the Trust Administrator that the Depositor has filed all such required reports
during the preceding 12 months and that it has been subject to such filing
requirement for the past 90 days. The Depositor shall notify the Trust
Administrator in writing, no later than March 15th with respect to the filing
of
a report on Form 10-K, if the answer to either question should be “no.” The
Trust Administrator shall be entitled to rely on such representations in
preparing, executing and/or filing any such report.
After
preparing the Form 10-K, the Trust Administrator shall forward electronically
a
copy of the Form 10-K to the Depositor. Within three Business Days
after receipt of such copy, but no later than 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 process for execution and
filing of the Form 10-K. A senior officer of the Master Servicer in
charge of the master servicing function shall sign the Form 10-K (subject to
the
receipt by the Master Servicer of all required Back-up
Certifications). 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 4.07(a)(vi). Promptly (but
no later than one Business Day) after filing with the Commission, the Trust
Administrator will make available on its internet website a final executed
copy
of each Form 10-K filed by the Trust Administrator. Notwithstanding
the foregoing, if by the second Business Day prior to the 10-K Filing Deadline,
the Trust Administrator determines that it will be unable to file the Form
10-K
by the 10-K Filing Deadline, the Trust Administrator will deliver the Form
10-K
and each of the items set forth in (iv)(a) through (d) above to the Depositor
for filing. The Trust Administrator will then be relieved of any of its
obligations to prepare and file such Form 10-K and the Trust Administrator
shall
not be liable if such Form 10-K is not filed by the 10-K Filing Deadline. The
parties to this Agreement acknowledge that the performance by each of the Master
Servicer and the Trust Administrator of its duties under this Section
4.07(a)(iv) 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 this Section 4.07(a)(iv), Section 3.20
and
Section 3.21. The Depositor acknowledges that the performance by each
of the Master Servicer and the Trust Administrator of its duties under this
Section 4.07(a)(iv) related to the timely preparation and execution of Form
10-K
is also contingent upon the Servicer, the Custodian (if a party to this
Agreement) and any Servicing Function Participant strictly observing deadlines
no later than those set forth in this paragraph that are applicable to the
parties to this Agreement in the delivery to the Trust Administrator of any
necessary Additional Form 10-K Disclosure, any annual statement of compliance
and any assessment of compliance and attestation pursuant to this Agreement,
the
Custodial Agreement or any other applicable agreement. Neither the
Master Servicer nor the Trust Administrator shall have any liability for any
loss, expense, damage or 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 Trust Administrator’s inability or failure to obtain or
receive, on a timely basis, any information from the Servicer, the Custodian
or
any Servicing Function Participant needed to prepare, arrange for execution
or
file such Form 10-K, not resulting from its own negligence, bad faith or willful
misconduct. Notwithstanding anything contained herein, the Trust
Administrator shall promptly notify the Depositor if a Form 10-K cannot be
timely filed prior to the related filing deadline.
Each
Form
10-K shall include a Xxxxxxxx-Xxxxx Certification, exactly as set forth in
Exhibit H-1 attached hereto, required to be included therewith pursuant to
the
Xxxxxxxx-Xxxxx Act. The Servicer, the Master Servicer and the Trust
Administrator shall provide, and each such party shall cause any Servicing
Function Participant engaged by it to provide, to the Person who signs the
Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 15th
(with no cure period) of each year in which the Trust is subject to the
reporting requirements of the Exchange Act and otherwise within a reasonable
period of time upon request, a certification (each, a “Back-Up
Certification”), in the form attached hereto as Exhibit H-2, upon which the
Certifying Person, the entity for which the Certifying Person acts as an
officer, and such entity’s officers, directors and Affiliates (collectively with
the Certifying Person, “Certification Parties”) can reasonably
rely. The senior officer of the Master Servicer in charge of the
master servicing function shall serve as the Certifying Person on behalf of
the
Trust. Such officer of the Certifying Person can be contacted by
e-mail at xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx or by facsimile at
000-000-0000. In the event any such party or any Servicing Function
Participant engaged by such party is terminated or resigns pursuant to the
terms
of this Agreement, or any applicable sub-servicing agreement, as the case may
be, such party shall provide a Back-Up Certification to the Certifying Person
pursuant to this Section 4.07 (a)(iv) with respect to the period of time it
was
subject to this Agreement or any applicable sub-servicing agreement, as the
case
may be. Notwithstanding the foregoing, (i) the Master Servicer and
the Trust Administrator shall not be required to deliver a Back-Up Certification
to each other if both are the same Person and the Master Servicer is the
Certifying Person and (ii) the Master Servicer shall not be obligated to sign
the Xxxxxxxx-Xxxxx Certification in the event that it does not receive any
Back-Up Certification required to be furnished to it pursuant to this section
or
any Servicing Agreement.
(v) 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 Information in the applicable Exchange Act report is
subject to its receipt of such information from the entity that is indicated
in
Exhibit B as the responsible party for providing such information, if other
than
the Trust Administrator, as and when required as described in Section
4.07(a)(ii) through (iv) above. Each of the Master Servicer, the
Servicer and the Depositor hereby agree to notify and to provide, to the extent
known, to the Trust Administrator and the Depositor, all Additional Disclosure
relating to the Trust Fund, with respect to which such party is the responsible
party for providing that information, as indicated in Exhibit B
hereof. The Servicer shall be responsible for determining the pool
concentration applicable to any Sub-Servicer or Originator at any time, for
purposes of disclosure as required by Items 1108 and 1110 of Regulation
AB.
(vi) On
or prior to January 30 of the first year in which the Trust Administrator is
able to do so under applicable law, the Trust Administrator shall prepare and
file a Form 15 Suspension Notification relating to the automatic suspension
of
reporting in respect of the Trust under the Exchange Act.
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, Form 10-D or Form 10-K required
to
be filed pursuant to this Agreement because required disclosure information
was
either not delivered to it or was delivered to it after the delivery deadlines
set forth in this Agreement or for any other reason, the Trust Administrator
will promptly electronically notify the Depositor. In the case of
Form 10-D and Form 10-K, the parties to this Agreement will cooperate to prepare
and file a Form 12b-25 and a Form 10-D/A and Form 10-K/A 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, Form 10-D or Form 10-K needs to be amended in
connection with any Additional Form 10-D Disclosure (other than, in the case
of
Form 10-D, for the purpose of restating any Monthly Statement), Additional
Form
10-K Disclosure or Form 8-K Disclosure Information, the Trust Administrator
will
electronically notify the Depositor and such other parties to the transaction
as
are affected by such amendment, and such parties will cooperate to prepare
any
necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 15, Form
12b-25 (filed not in relation to Form 10-K or any amendment to Form 10-K) or
any
amendment to Form 8-K or Form 10-D shall be signed by a duly authorized
representative, or senior officer in charge of master servicing, as applicable,
of the Master Servicer. Any amendment to Form 10-K or Form 12b-25 filed in
relation to Form 10-K or amendment to Form 10-K shall be signed by a duly
authorized representative, or senior officer of the Depositor in charge of
the
securitization. The parties to this Agreement acknowledge that the performance
by each of the Master Servicer and the Trust Administrator of its duties under
this Section 4.07(a)(vi) related to the timely preparation, execution and filing
of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K
is contingent upon each such party performing its duties under this
Section. Neither the Master Servicer nor the Trust Administrator
shall have any liability for any loss, expense, damage or 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, Form 10-D or Form
10-K, where such failure results from the Trust Administrator’s inability or
failure to obtain or receive, on a timely basis, any information from the
Servicer, the Custodian or any Servicing Function Participant needed to prepare,
arrange for execution or file such Form 15, Form 12b-25 or any amendments to
Form 8-K, Form 10-D or Form 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, and 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
4.07; provided, however, the Trust Administrator will 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 4.07 shall
not be reimbursable from the Trust Fund.
(b) The
Trust
Administrator shall indemnify and hold harmless the Depositor, the Servicer
and
their 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) a
breach of the Trust Administrator’s obligations under this Section 4.07 or the
Trust Administrator’s negligence, bad faith or willful misconduct in connection
therewith or (ii) any material misstatement or omission in the Annual Statement
of Compliance and the Assessment of Compliance delivered by the Trust
Administrator pursuant to Section 3.20 and Section 3.21.
The
Depositor shall indemnify and hold harmless the Trust Administrator, the Master
Servicer, the Servicer and their respective officers, directors and affiliates
from and against any losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses arising out of or based upon a breach of the obligations of the
Depositor under this Section 4.07 or the Depositor’s negligence, bad faith or
willful misconduct in connection therewith.
The
Master Servicer shall indemnify and hold harmless the Trust Administrator,
the
Depositor, the Servicer and their respective officers, directors and affiliates
from and against any losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses arising out of or based upon (i) a breach of the obligations of the
Master Servicer under this Section 4.07 or the Master Servicer’s negligence, bad
faith or willful misconduct in connection therewith or (ii) any material
misstatement or omission in the Annual Statement of Compliance delivered by
the
Master Servicer pursuant to Section 3.20 or the Assessment of Compliance
delivered by the Master Servicer pursuant to Section 3.21.
The
Servicer shall indemnify and hold harmless the Master Servicer, Trust
Administrator and the Depositor and their respective officers, directors and
affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs
and expenses arising out of or based upon (i) a breach of the obligations of
the
Servicer under this Section 4.07 and (ii) any material misstatement or omission
in the Annual Statement of Compliance delivered by the Servicer pursuant to
Section 3.20 or any Assessment of Compliance delivered by the Servicer pursuant
to Section 3.21.
Notwithstanding
the provisions set forth in this Agreement, no Servicer shall be obligated
to
provide any indemnification or reimbursement hereunder to any other party for
any losses, damages, penalties, fines, forfeitures, legal fees and expenses
and
related costs, judgments, and any other costs, fees and expenses that any of
them may sustain which are indirect, consequential, punitive or special in
nature.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, the Master Servicer or the Trust Administrator, as
applicable, then the defaulting party, in connection with a breach of its
respective obligations under this Section 4.07 or its respective negligence,
bad
faith or willful misconduct in connection therewith, agrees that it shall
contribute to the amount paid or payable by the other parties as a result of
the
losses, claims, damages or liabilities of the other party in such proportion
as
is appropriate to reflect the relative fault and the relative benefit of the
respective parties.
(c) Nothing
shall be construed from the foregoing subsections (a) and (b) to require the
Trust Administrator or any officer, director or Affiliate thereof to sign any
Form 10-K or any certification contained therein. Furthermore, the
inability of the Trust Administrator to file a Form 10-K as a result of the
lack
of required information as set forth in Section 4.07(a) or required signatures
on such Form 10-K or any certification contained therein shall not be regarded
as a breach by the Trust Administrator of any obligation under this
Agreement.
(d) Notwithstanding
the provisions of Section 11.01, this Section 4.07 may be amended without the
consent of the Certificateholders.
|
SECTION
4.08
|
Cap
Account.
|
(a) No
later
than the Closing Date, the Trust Administrator shall establish and maintain
with
itself or the Cap Administrator, a separate, segregated trust account titled,
“Xxxxx Fargo Bank, N.A, as Cap Trustee, in trust for the registered holders
of
Citigroup Mortgage Loan Trust 2007-AMC4, Asset-Backed Certificates, Series
2007-AMC4—Cap Account.” Such account shall be an Eligible Account and amounts
therein shall be held uninvested.
(b) Prior
to
each Distribution Date, pursuant to the Cap Administration Agreement, prior
to
any distribution to any Certificate, the Cap Administrator on behalf of the
Cap
Trustee shall deposit into the Cap Account amounts received by it under the
Interest Rate Cap Agreement, for distribution in accordance with Section
4.01(a)(6) above.
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Cap Account be disregarded as an entity
separate from the Holder of the Class CE-1 Certificates unless and until the
date when either (a) there is more than one Class CE-1 Certificateholder or
(b)
any Class of Certificates in addition to the Class CE-1 Certificates is
recharacterized as an equity interest in the Cap Account for federal income
tax
purposes, in which case it is the intention of the parties hereto that, for
federal and state income and state and local franchise tax purposes, the Cap
Account be treated as a partnership. If the Cap Account becomes
characterized as a partnership for federal income tax purposes, the Trust
Administrator shall (i) obtain, or cause to be obtained, a taxpayer
identification number for the Cap Account, (ii) prepare and file, or cause
to be
prepared and filed, any necessary federal, state or local tax returns for the
Cap Account and (iii) prepare and provide to any requesting withholding agent,
or cause to be prepared and provided to any requesting withholding agent, any
necessary withholding tax form; provided, however, the Trust Administrator
shall
be entitled to additional reasonable compensation for such partnership tax
filing and preparation from amounts on deposit in Cap Account to the extent
such
funds are available. However, if such amounts are insufficient, the
Depositor shall cover any remaining amounts owed to the Trust
Administrator. The Trust Administrator shall also be entitled to be
reimbursed by the Depositor for any additional reasonable expenses it may incur
from obtaining a Class CE-1 Certificateholder list from the Depository, which
shall not exceed once per month per calendar year. The Cap Account
will be an “outside reserve fund” within the meaning of Treasury Regulation
Section 1.860G-2(h). Upon the termination of the Trust Fund, or the
payment in full of the Floating Rate Certificates, all amounts remaining on
deposit in the Cap Account shall be released by the Trust Fund and distributed
to the Class CE-1 Certificateholders or their designees. The Cap
Account shall be part of the Trust Fund but not part of any Trust REMIC and any
payments to the Holders of the Floating Rate Certificates of Net WAC Rate
Carryover Amounts will not be payments with respect to a “regular interest” in a
REMIC within the meaning of Code Section 860(G)(a)(1).
By
accepting a Class CE-1 Certificate, each Class CE-1 Certificateholder hereby
agrees to direct the Trust Administrator, and the Trust Administrator is hereby
directed, to deposit into the Cap Account the amounts described above on each
Distribution Date.
|
SECTION
4.09
|
Swap
Account.
|
(a) On
the
Closing Date, there is hereby established a separate trust (the “Supplemental
Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap
Agreement. The Supplemental Interest Trust shall be maintained by the
Supplemental Interest Trust Trustee. No later than the Closing Date,
the Supplemental Interest Trust Trustee shall establish and maintain with the
Trust Administrator a separate, segregated trust account to be held in the
Supplemental Interest Trust, titled, “Swap Account, Xxxxx Fargo Bank, N.A., as
Supplemental Trust Trustee, in trust for the registered holders of the Citigroup
Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates, Series
2007-AMC4.” Such account shall be an Eligible Account and funds on
deposit therein shall be held separate and apart from, and shall not be
commingled with, any other moneys, including, without limitation, other moneys
of the Trust Administrator held pursuant to this Agreement. Amounts
therein shall be held uninvested.
(b) Prior
to
any distribution to any Certificate, the Supplemental Interest Trust Trustee
or
the Trust Administrator on its behalf shall deposit into the Swap Account (for
distribution pursuant to Section 4.01(a)(7)): (i) the amount of any Net Swap
Payment or Swap Termination Payment (other than any Swap Termination Payment
resulting from a Swap Provider Trigger Event) owed to the Swap Provider (after
taking into account any upfront payment received from the counterparty to a
replacement interest rate swap agreement) from funds collected and received
with
respect to the Mortgage Loans prior to the determination of the Available
Distribution Amount. For federal income tax purposes, any amounts paid to the
Swap Provider shall first be deemed paid to the Swap Provider in respect of
REMIC VII Regular Interest SWAP IO to the extent of the amount distributable
on
REMIC VII Regular Interest SWAP IO on such Distribution Date, and any remaining
amount shall be deemed paid to the Swap Provider in respect of a Class IO
Distribution Amount (as defined below).
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Supplemental Interest Trust be disregarded
as
an entity separate from the Holder of the Class CE-1 Certificates unless and
until the date when either (a) there is more than one Class CE-1
Certificateholder or (b) any Class of Certificates in addition to the Class
CE-1
Certificates is recharacterized as an equity interest in the Supplemental
Interest Trust for federal income tax purposes, in which case it is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Supplemental Interest Trust be treated as
a
partnership. If the Supplemental Interest Trust becomes characterized
as a partnership for federal income tax purposes, the Trust Administrator shall
(i) obtain, or cause to be obtained, a taxpayer identification number for the
Supplemental Interest Trust, (ii) prepare and file, or cause to be prepared
and
filed, any necessary federal, state or local tax returns for the Supplemental
Interest Trust and (iii) prepare and provide to any requesting withholding
agent, or cause to be prepared and provided to any requesting withholding agent,
any necessary withholding tax form; provided, however, the Trust Administrator
shall be entitled to additional reasonable compensation for such
partnership tax filing and preparation from amounts on deposit in the Swap
Account to the extent such funds are available. However, if such amounts
are insufficient, the Depositor shall cover any remaining amounts owed to the
Trust Administrator. The Trust Administrator shall also be entitled
to be reimbursed by the Depositor for any additional reasonable expenses it
may
incur from obtaining a Class CE-1 Certificateholder list from the Depository,
which shall not exceed once per month per calendar year. The
Supplemental Interest Trust will be an “outside reserve fund” within the meaning
of Treasury Regulation Section 1.860G-2(h).
(d) To
the
extent that the Supplemental Interest Trust is determined to be a separate
legal
entity from the Supplemental Interest Trust Trustee, any obligation of the
Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
shall
be deemed to be an obligation of the Supplemental Interest Trust.
(e) The
Trust
Administrator shall treat the Holders of Certificates (other than the Class
P,
Class CE, Class R and Class R-X Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class CE-1 Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class P, Class CE-1, Class CE-2, Class R and Class R-X
Certificates) shall be treated as having agreed to pay, on each Distribution
Date, to the Holder of the Class CE-1 Certificates an aggregate amount equal
to
the excess, if any, of (i) the amount payable on such Distribution Date on
the
REMIC III Regular Interest corresponding to such Class of Certificates over
(ii)
the amount payable on such Class of Certificates on such Distribution Date
(such
excess, a “Class IO Distribution Amount”). A Class IO Distribution Amount
payable from interest collections shall be allocated pro rata among
such Certificates based on the excess of (a) the amount of interest otherwise
payable to such Certificates over (ii) the amount of interest payable to such
Certificates at a per annum rate equal to the Net WAC Pass-Through Rate, and
a
Class IO Distribution Amount payable from principal collections shall be
allocated to the most subordinate Class of Certificates with an outstanding
principal balance to the extent of such balance. In addition, pursuant to such
notional principal contract, the Holder of the Class CE-1 Certificates shall
be
treated as having agreed to pay Net WAC Rate Carryover Amounts to the Holders
of
the Certificates (other than the Class CE-1, Class CE-2, Class P, Class R and
Class R-X Certificates) in accordance with the terms of this Agreement. Any
payments to the Certificates from amounts deemed received in respect of this
notional principal contract shall not be payments with respect to a Regular
Interest in a REMIC within the meaning of Code Section 860G(a)(1). However,
any
payment from the Certificates (other than the Class CE-1, Class CE-2, Class
P,
Class R and Class R-X Certificates) of a Class IO Distribution Amount shall
be
treated for tax purposes as having been received by the Holders of such
Certificates in respect of their interests in REMIC III and as having been
paid
by such Holders pursuant to the notional principal contract. Thus, each
Certificate (other than the Class P, Class R and Class R-X Certificates) shall
be treated as representing not only ownership of Regular Interests in REMIC
III,
but also ownership of an interest in, and obligations with respect to, a
notional principal contract.
|
SECTION
4.10
|
Collateral
Accounts.
|
(a) The
Trust
Administrator (in its capacity as Cap Trustee) is hereby directed to perform
the
obligations of the Custodian as defined under the Interest Rate Cap Credit
Support Annex (the “Interest Rate Cap Custodian”). On or before the
Closing Date, the Interest Rate Cap Custodian shall establish an Interest Rate
Cap Collateral Account. The Interest Rate Cap Collateral Account
shall be held in the name of the Interest Rate Cap Custodian in trust for the
benefit of the Certificateholders. The Interest Rate Cap Collateral
Account must be an Eligible Account and shall be titled “Interest Rate Cap
Collateral Account, Xxxxx Fargo Bank, N.A., as Interest Rate Cap Custodian
for
registered Certificateholders of Citigroup Mortgage Loan Trust 2007-AMC4,
Asset-Backed Pass-Through Certificates, Series 2007-AMC4.”
The
Interest Rate Cap Custodian shall credit to the Interest Rate Cap Collateral
Account all collateral (whether in form of cash or securities) posted by the
Interest Rate Cap Provider to secure the obligations of the Interest Rate Cap
Provider in accordance with the terms of the Interest Rate Cap
Agreement. Except for investment earnings, the Interest Rate Cap
Provider shall not have any legal, equitable or beneficial interest in the
Interest Rate Cap Collateral Account other than in accordance with this
Agreement, the Interest Rate Cap Agreement, and applicable law. The
Interest Rate Cap Custodian shall maintain and apply all collateral earnings
thereon on deposit in the Interest Rate Cap Collateral Account in accordance
with the Interest Rate Cap Credit Support Annex.
Cash
collateral posted by the Interest Rate Cap Provider in accordance with the
Interest Rate Cap Credit Support Annex shall be invested at the written
direction of the Interest Rate Cap Provider in Permitted Investments in
accordance with the requirements of the Interest Rate Cap Credit Support
Annex. All amounts earned on amounts on deposit in the Interest Rate
Cap Collateral Account (whether cash collateral or securities) shall be for
the
account of and taxable to the Interest Rate Cap Provider.
The
Interest Rate Cap Custodian shall not be liable for the selection of Permitted
Investments or for any investment losses incurred through investment of the
Posted Collateral (as defined in the Interest Rate Cap Credit Support Annex)
into Permitted Investments rated at least (x) AAAm or AAAm-G by S&P and (y)
Prime-1 by Xxxxx’x or Aaa by Xxxxx’x, as directed by the Interest Rate Cap
Provider. The Interest Rate Cap Custodian shall have no liability in
respect of losses incurred as a result of the liquidation of any such Permitted
Investments prior to its stated maturity or failure of the Interest Rate Cap
Provider to provide timely written direction.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined in
the
Interest Rate Cap Agreement) with respect to the Interest Rate Cap Provider
or
upon occurrence or designation of an Early Termination Date (as defined in
the
Interest Rate Cap Agreement) as a result of any such Event of Default or
Specified Condition with respect to the Interest Rate Cap Provider, and, in
either such case, unless the Interest Rate Cap Provider has paid in full all
of
its Obligations (as defined in the Interest Rate Cap Credit Support Annex)
that
are then due, then any collateral posted by the Interest Rate Cap Provider
in
accordance with the Interest Rate Cap Credit Support Annex shall be applied
to
the payment of any Obligations due to Party B (as defined in the Interest Rate
Cap Agreement) in accordance with the Interest Rate Cap Credit Support
Annex. Any excess amounts held in such Interest Rate Cap Collateral
Account after payment of all amounts owing to Party B under the Interest Rate
Cap Agreement shall be withdrawn from the Interest Rate Cap Collateral Account
and paid to the Interest Rate Cap Provider in accordance with the Interest
Rate
Cap Credit Support Annex.
(b) The
Trust
Administrator (in its capacity as Supplemental Interest Trust Trustee) is hereby
directed to perform the obligations of the Custodian as defined under the Swap
Credit Support Annex (the “Swap Custodian”). On or before the Closing
Date, the Swap Custodian shall establish a Swap Collateral
Account. The Swap Collateral Account shall be held in the name of the
Swap Custodian in trust for the benefit of the
Certificateholders. The Swap Collateral Account must be an Eligible
Account and shall be titled “Interest Rate Cap Collateral Account, Xxxxx Fargo
Bank, N.A., as Interest Rate Cap Custodian for registered Certificateholders
of
Citigroup Mortgage Loan Trust 2007-AMC4, Asset-Backed Pass-Through Certificates,
Series 2007-AMC4.”
The
Swap
Custodian shall credit to Swap Collateral Account all collateral (whether in
the
form of cash or securities) posted by the Swap Provider to secure the
obligations of the Swap Provider in accordance with the terms of the Interest
Rate Swap Agreement. Except for investment earnings, the Swap
Provider shall not have any legal, equitable or beneficial interest in the
Swap
Collateral Account other than in accordance with this Agreement, the Interest
Rate Swap Agreement and applicable law. The Swap Custodian shall
maintain and apply all collateral and earnings thereon on deposit in the Swap
Collateral Account in accordance with Swap Credit Support Annex.
Cash
collateral posted by the Swap Provider in accordance with the Swap Credit
Support Annex shall be invested at the direction of the Swap Provider in
Permitted Investments in accordance with the requirements of the Swap Credit
Support Annex. All amounts earned on amounts on deposit in the Swap
Collateral Account (whether cash collateral or securities) shall be for the
account of and taxable to the Swap Provider.
The
Swap
Custodian shall not be liable for the selection of Permitted Investments or
for
any investment losses incurred through investment of the Posted Collateral
(as
defined in the Swap Credit Support Annex) into Permitted Investments rated
at
least (x) AAAm or AAAm-G by S&P and (y) Prime-1 by Xxxxx’x or Aaa by
Xxxxx’x, as directed by the Sawp Provider. The Swap Custodian shall
have no liability in respect of losses incurred as a result of the liquidation
of any such Permitted Investments prior to its stated maturity or failure of
the
Swap Provider to provide timely written direction.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined in
the
Interest Rate Swap Agreement) with respect to the Swap Provider or upon
occurrence or designation of an Early Termination Date (as defined in the
Interest Rate Swap Agreement) as a result of any such Event of Default or
Specified Condition with respect to the Swap Provider, and, in either such
case,
unless the Swap Provider has paid in full all of its Obligations (as defined
in
the Swap Credit Support Annex) that are then due, then any collateral posted
by
the Swap Provider in accordance with the Swap Credit Support Annex shall be
applied to the payment of any Obligations due to Party B (as defined in the
Interest Rate Swap Agreement) in accordance with the Swap Credit Support
Annex. To the extent the Swap Custodian is required to return any of
the Posted Collateral (as defined in the Swap Credit Support Annex) to the
Swap
Provider under the terms of the Swap Credit Support Annex, the Swap Custodian
shall return such collateral in accordance with the terms of the Swap Credit
Support Annex
|
SECTION
4.11
|
Rights
and Obligations Under the Interest Rate Cap Agreement and the Interest
Rate Swap Agreement.
|
(a) In
the
event that the Interest Rate Cap Provider fails to perform any of its
obligations under the Interest Rate Cap Agreement (including, without
limitation, its obligation to make any payment or transfer collateral), or
breaches any of its representations and warranties thereunder, or in the event
that any Event of Default, Termination Event, or Additional Termination Event
(each as defined in the Interest Rate Cap Agreement) occurs with respect to
the
Interest Rate Cap Agreement, the Trust Administrator (in its capacity as Cap
Trustee) shall, promptly following actual 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 Cap Trust under the
Interest Rate Cap Agreement.
In
the
event that the Interest Rate Cap Provider’s obligations are guaranteed by a
third party under a guaranty relating to the Interest Rate Cap Agreement (such
guaranty the “Guaranty” and such third party the “Guarantor”), then to the
extent that the Interest Rate Cap Provider fails to make any payment by the
close of business on the day it is required to make payment under the terms
of
the Interest Rate Cap Agreement, the Trust Administrator (in its capacity as
Cap
Trustee) shall, promptly following actual 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 by no later
than 12:00 noon, New York time on the related Distribution Date; provided,
that
the Trust Administrator (in its capacity as Cap Trustee) shall in no event
be
liable for any failure or delay in the performance by the Interest Rate Cap
Provider or any Guarantor of its obligations hereunder or pursuant to the
Interest Rate Cap Agreement and the Guaranty, nor for any special, indirect
or
consequential loss or damage of any kind whatsoever (including but not limited
to lost profits or legal expenses) in connection therewith.
Upon
an
early termination of the Interest Rate Cap Agreement other than in connection
with the optional termination of the Trust, the Trust Administrator (in its
capacity as Cap Trustee) will, at the direction and with the cooperation of
the
Depositor, use reasonable efforts to appoint a successor interest rate cap
provider to enter into a new interest rate cap agreement on terms substantially
similar to the Interest Rate Cap Agreement, with a successor interest rate
cap
provider meeting all applicable eligibility requirements. If the Trust
Administrator (in its capacity as Cap Trustee) receives a termination payment
from the Interest Rate Cap Provider in connection with such early termination,
the Trust Administrator (in its capacity as Cap Trustee) will apply such
termination payment to any upfront payment required to appoint the successor
interest rate cap provider.
If
the
Trust Administrator (in its capacity as Cap Trustee) is unable to appoint a
successor interest rate cap provider within 30 days of the early termination,
then the Trust Administrator (in its capacity as Cap Trustee) will deposit
any
termination payment received from the original Interest Rate Cap Provider into
a
separate, non-interest bearing reserve account and will, on each subsequent
Distribution Date, withdraw from the amount then remaining on deposit in such
reserve account an amount equal to the payment, if any, that would have been
paid to the Trust Administrator (in its capacity as Cap Trustee) by the original
Interest Rate Cap Provider calculated in accordance with the terms of the
original Interest Rate Cap Agreement, and distribute such amount in accordance
with the terms of Section 4.01(a)(6) herein and as set forth in the
Cap Administration Agreement.
Upon
an
early termination of the Interest Rate Cap Agreement in connection with the
optional termination of the Trust, if the Trust Administrator (in its capacity
as Cap Trustee) receives a termination payment from the Interest Rate Cap
Provider, such termination payment will be distributed in accordance with
Section 4.01(a)(6) herein and as set forth in the Cap Administration
Agreement.
(b) In
the
event that the Swap Provider fails to perform any of its obligations under
the
Interest Rate Swap Agreement (including, without limitation, its obligation
to
make any payment or transfer collateral), or breaches any of its representations
and warranties thereunder, or in the event that any Event of Default,
Termination Event, or Additional Termination Event (each as defined in the
Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap
Agreement, the Trust Administrator (in its capacity as Supplemental Interest
Trust Trustee) shall, promptly following actual notice of such failure, breach
or event, notify the Depositor and send any notices and make any demands, on
behalf of the Supplemental Interest Trust, required to enforce the rights of
the
Supplemental Interest Trust under the Interest Rate Swap Agreement.
In
the
event that the Swap Provider’s obligations are guaranteed by a third party under
a guaranty relating to the Interest Rate Swap Agreement (such guaranty the
“Guaranty” and such third party the “Guarantor”), then to the extent that the
Swap Provider fails to make any payment by the close of business on the day
it
is required to make payment under the terms of the Interest Rate Swap Agreement,
the Trust Administrator (in its capacity as Supplemental Interest Trust Trustee)
shall, promptly following actual notice of the Swap Provider’s failure to pay,
demand that the Guarantor make any and all payments then required to be made
by
the Guarantor pursuant to such Guaranty by no later than 12:00 noon, New York
time on the related Distribution Date; provided, that the Trust Administrator
(in its capacity as Supplemental Interest Trust Trustee) shall in no event
be
liable for any failure or delay in the performance by the Swap Provider or
any
Guarantor of its obligations hereunder or pursuant to the Interest Rate Swap
Agreement and the Guaranty, nor for any special, indirect or consequential
loss
or damage of any kind whatsoever (including but not limited to lost profits
or
legal expenses) in connection therewith.
Upon
an
early termination of the Interest Rate Swap Agreement other than in connection
with the optional termination of the Trust, the Trust Administrator (in its
capacity as Supplemental Interest Trust Trustee), at the direction and with
the
cooperation of the Depositor, will use reasonable efforts to appoint a successor
swap provider to enter into a new interest rate swap agreement on terms
substantially similar to the Interest Rate Swap Agreement, with a successor
swap
provider meeting all applicable eligibility requirements. If the Trust
Administrator (in its capacity as Supplemental Interest Trust Trustee) receives
a termination payment from the Swap Provider in connection with such early
termination, the Trust Administrator (in its capacity as Supplemental Interest
Trust Trustee) will apply such termination payment to any upfront payment
required to appoint the successor swap provider. If the Trust
Administrator (in its capacity as Supplemental Interest Trust Trustee) is
required to pay a termination payment to the Swap Provider in connection with
such early termination, the Trust Administrator (in its capacity as Supplemental
Interest Trust Trustee) will apply any upfront payment received from the
successor swap provider to pay such termination payment.
If
the
Trust Administrator (in its capacity as Supplemental Interest Trust Trustee)
is
unable to appoint a successor swap provider within 30 days of the early
termination, then the Trust Administrator (in its capacity as Supplemental
Interest Trust Trustee) will deposit any termination payment received from
the
original Swap Provider into a separate, non-interest bearing reserve account
and
will, on each subsequent Distribution Date, withdraw from the amount then
remaining on deposit in such reserve account an amount equal to the Net Swap
Payment, if any, that would have been paid to the Trust Administrator (in its
capacity as Supplemental Interest Trust Trustee) by the original Swap Provider
calculated in accordance with the terms of the original Interest Rate Swap
Agreement, and distribute such amount in accordance with the terms
of Section 4.01(a)(7).
Upon
an
early termination of the Interest Rate Swap Agreement in connection with the
optional termination of the Trust, if the Trust Administrator (in its capacity
as Supplemental Interest Trust Trustee) receives a termination payment from
the
Swap Provider, such termination payment will be distributed in accordance with
Section 4.01(a)(7).
|
SECTION
4.12
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
For
federal income tax purposes, each holder of a Floating Rate Certificate is
deemed to own an undivided beneficial ownership interest in a REMIC regular
interest and the right to receive payments from either the Net WAC Rate
Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
Carryover Amount or the obligation to make payments to the Swap Account. For
federal income tax purposes, the Trust Administrator will account for payments
to each Floating Rate Certificates as follows: each Floating Rate Certificate
will be treated as receiving their entire payment from REMIC III (regardless
of
any Swap Termination Payment or obligation under the Interest Rate Swap
Agreement) and subsequently paying their portion of any Swap Termination Payment
in respect of each such Class’ obligation under the Interest Rate Swap
Agreement. In the event that any such Class is resecuritized in a REMIC, the
obligation under the Interest Rate Swap Agreement to pay any such Swap
Termination Payment (or any shortfall in Swap Provider Fee), will be made by
one
or more of the REMIC Regular Interests issued by the resecuritization REMIC
subsequent to such REMIC Regular Interest receiving its full payment from any
such Floating Rate Certificate.
The
REMIC
regular interest corresponding to a Floating Rate Certificate will be entitled
to receive interest and principal payments at the times and in the amounts
equal
to those made on the certificate to which it corresponds, except that (i) the
maximum interest rate of that REMIC regular interest will equal the Net WAC
Pass-Through Rate computed for this purpose by limiting the Swap Notional Amount
of the Interest Rate Swap Agreement to the aggregate Stated Principal Balance
of
the Mortgage Loans and (ii) any Swap Termination Payment will be treated as
being payable solely from Net Monthly Excess Cashflow. As a result of the
foregoing, the amount of distributions and taxable income on the REMIC regular
interest corresponding to a Floating Rate Certificate may exceed the actual
amount of distributions on the Floating Rate Certificate.
ARTICLE
V
THE
CERTIFICATES
|
SECTION
5.01
|
The
Certificates.
|
(a) The
Certificates in the aggregate will represent the entire beneficial ownership
interest in the Mortgage Loans and all other assets included in the Trust Fund.
At the Closing Date, the aggregate Certificate Principal Balance of the
Certificates will equal the aggregate Stated Principal Balance of the Mortgage
Loans.
The
Certificates will be substantially in the forms annexed hereto as Exhibits
A-1
through A-20. The Certificates of each Class will be issuable in
registered form only, in denominations of authorized Percentage Interests as
described in the definition thereof. Each Certificate will share ratably in
all
rights of the related Class.
Upon
original issue, the Certificates shall be executed, authenticated and delivered
by the Trust Administrator to or upon the order of the Depositor. The
Certificates shall be executed and attested by manual or facsimile signature
on
behalf of the Trust Administrator by an authorized signatory. Certificates
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Trust Administrator shall bind the Trust
Administrator, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the execution, authentication and delivery of
such
Certificates or did not hold such offices at the date of such Certificates.
No
Certificate shall be entitled to any benefit under this Agreement or be valid
for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided herein executed by the Trust
Administrator by manual signature, and such certificate of authentication shall
be conclusive evidence, and the only evidence, that such Certificate has been
duly authenticated and delivered hereunder. All Certificates shall be dated
the
date of their authentication.
(b) The
Book-Entry Certificates shall initially be issued as one or more Certificates
held by Book-Entry Custodian or, if appointed to hold such Certificates as
provided below, the Depository and registered in the name of the Depository
or
its nominee and, except as provided below, registration of such Certificates
may
not be transferred by the Trust Administrator except to another Depository
that
agrees to hold such Certificates for the respective Certificate Owners with
Ownership Interests therein. The Certificate Owners shall hold their
respective Ownership Interests in and to such Certificates through the
book-entry facilities of the Depository and, except as provided below, shall
not
be entitled to definitive, fully registered Certificates (“Definitive
Certificates”) in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by
the
Depository Participant or brokerage firm representing such Certificate
Owner. Each Depository Participant shall only transfer the Ownership
Interests in the Book-Entry Certificates of Certificate Owners it represents
or
of brokerage firms for which it acts as agent in accordance with the
Depository’s normal procedures. The Trust Administrator is hereby
initially appointed as the Book-Entry Custodian and hereby agrees to act as
such
in accordance herewith and in accordance with the agreement that it has with
the
Depository authorizing it to act as such. The Book-Entry Custodian
may, and if it is no longer qualified to act as such, the Book-Entry Custodian
shall, appoint, by a written instrument delivered to the Depositor, the
Servicer, the Master Servicer and the Trust Administrator, any other transfer
agent (including the Depository or any successor Depository) to act as
Book-Entry Custodian under such conditions as the predecessor Book-Entry
Custodian and the Depository or any successor Depository may prescribe, provided
that the predecessor Book-Entry Custodian shall not be relieved of any of its
duties or responsibilities by reason of any such appointment of other than
the
Depository. If the Trust Administrator resigns or is removed in
accordance with the terms hereof, the successor trust administrator or, if
it so
elects, the Depository shall immediately succeed to its predecessor’s duties as
Book-Entry Custodian. The Depositor shall have the right to inspect, and to
obtain copies of, any Certificates held as Book-Entry Certificates by the
Book-Entry Custodian.
The
Trustee, the Trust Administrator, the Master Servicer, the Servicer and the
Depositor may for all purposes (including the making of payments due on the
Book-Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from,
and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made
with
respect to different Certificate Owners. The Trust Administrator may establish
a
reasonable record date in connection with solicitations of consents from or
voting by Certificateholders and shall give notice to the Depository of such
record date.
If
(i)(A)
the Depositor advises the Trust Administrator in writing that the Depository
is
no longer willing or able to properly discharge its responsibilities as
Depository, and (B) the Depositor is unable to locate a qualified successor
or
(ii) after the occurrence of the Servicer Event of Default or 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 through the Depository, in writing, that the continuation of
a
book-entry system through the Depository is no longer in the best interests
of
the Certificate Owners, the Trust Administrator shall notify all Certificate
Owners, through the Depository, of the occurrence of any such event and of
the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trust Administrator of the Book-Entry Certificates
by the Book-Entry Custodian or the Depository, as applicable, accompanied by
registration instructions from the Depository for registration of transfer,
the
Trust Administrator shall issue the Definitive Certificates. Such Definitive
Certificates will be issued in minimum denominations of $25,000, except that
any
beneficial ownership that was represented by a Book-Entry Certificate in an
amount less than $25,000 immediately prior to the issuance of a Definitive
Certificate shall be issued in a minimum denomination equal to the amount
represented by such Book-Entry Certificate. None of the Depositor,
the Servicer, the Master Servicer, the Trust Administrator or the Trustee shall
be liable for any delay in the delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed
to
be imposed upon and performed by the Trust Administrator, to the extent
applicable with respect to such Definitive Certificates, and the Trust
Administrator shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
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SECTION
5.02
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Registration
of Transfer and Exchange of
Certificates.
|
(a) The
Trust
Administrator shall cause to be kept at one of the offices or agencies to be
appointed by the Trust Administrator in accordance with the provisions of
Section 8.12 a Certificate Register for the Certificates in which, subject
to
such reasonable regulations as it may prescribe, the Trust Administrator shall
provide for the registration of Certificates and of transfers and exchanges
of
Certificates as herein provided.
(b) No
transfer of any Private Certificate shall be made unless that transfer is made
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the “1933 Act”), and effective registration or qualification
under applicable state securities laws, or is made in a transaction that does
not require such registration or qualification. In the event that such a
transfer of a Private Certificate is to be made without registration or
qualification (other than in connection with (i) the initial transfer of any
such Certificate by the Depositor to an Affiliate of the Depositor or, in the
case of the Residual Certificates, the first transfer by an Affiliate of the
Depositor, (ii) the transfer of any such Class CE-1, Class CE-2, Class P or
Residual Certificate to the issuer under the Indenture or the indenture trustee
or indenture trustee administrator under the Indenture or (iii) a transfer
of
any such Class CE-1, Class CE-2, Class P or Residual Certificate from the issuer
under the Indenture or the indenture trustee or indenture trustee administrator
under the Indenture to the Depositor or an Affiliate of the Depositor), the
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 Certificateholder desiring to effect the transfer and
from such Certificateholder’s prospective transferee, substantially in the forms
attached hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of
Counsel satisfactory to it that such transfer may be made without such
registration (which Opinion of Counsel shall not be an expense of the Trust
Fund
or of the Depositor, the Trustee, the Master Servicer, the Trust Administrator,
the Servicer, in its capacity as such, or any Sub-Servicer), together with
copies of the written certification(s) of the Certificateholder desiring to
effect the transfer and/or such Certificateholder’s prospective transferee upon
which such Opinion of Counsel is based, if any. None of the
Depositor, the Master Servicer, the Trust Administrator or the Trustee is
obligated to register or qualify any such Certificates under the 1933 Act or
any
other securities laws or to take any action not otherwise required under this
Agreement to permit the transfer of such Certificates without registration
or
qualification. Any Certificateholder desiring to effect the transfer of any
such
Certificate shall, and does hereby agree to, indemnify the Trustee, the Master
Servicer, the Trust Administrator, the Depositor and the Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
Notwithstanding
the foregoing, in the event of any such transfer of any Ownership Interest
in
any Private Certificate that is a Book-Entry Certificate, except with respect
to
the initial transfer of any such Ownership Interest by the Depositor, such
transfer shall be required to be made in reliance upon Rule 144A under the
1933
Act, and the transferee will be deemed to have made each of the transferee
representations and warranties set forth Exhibit F-1 hereto in respect of such
interest as if it was evidenced by a Definitive Certificate. The
Certificate Owner of any such Ownership Interest in any such Book-Entry
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trust Administrator 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.
Notwithstanding
the foregoing, no certification or Opinion of Counsel described in this Section
5.02(b) will be required in connection with the transfer, on the Closing Date,
of any Residual Certificate by the Depositor to an “accredited investor” within
the meaning of Rule 501(d) of the 1933 Act.
No
transfer of a Residual Certificate or Class CE-2 Certificate or any interest
therein shall be made to any Plan subject to ERISA or Section 4975 of the Code,
any Person acting, directly or indirectly, on behalf of any such Plan or any
Person acquiring such Certificates with “Plan Assets” of a Plan within the
meaning of the Department of Labor regulation promulgated at 29 C.F.R. §
2510.3-101, as modified by Section 3(42) of ERISA (“Plan Assets”), as certified
by such transferee in the form of Exhibit G, unless the Trust Administrator
is
provided with an Opinion of Counsel on which the Trust Administrator, the Master
Servicer, the Depositor, the Trustee and the Servicer may rely, to the effect
that the purchase of such Certificates is permissible under ERISA and the Code,
will not constitute or result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code and will not subject the Depositor, the
Servicer, the Master Servicer, the Trustee, the Trust Administrator or the
Trust
Fund to any obligation or liability (including obligations or liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Depositor,
the Servicer, the Trustee, the Master Servicer, the Trust Administrator or
the
Trust Fund. Neither a certification nor an Opinion of Counsel will be required
in connection with (i) the initial transfer of any such Certificate by the
Depositor to an Affiliate of the Depositor or, in the case of the Residual
Certificates, the first transfer by an Affiliate of the Depositor, (ii) the
transfer of any such Certificate to the issuer under the Indenture or the
indenture trustee under the Indenture or (iii) a transfer of any such
Certificate from the issuer under the Indenture or the indenture trustee under
the Indenture to the Depositor or an Affiliate of the Depositor (in which case,
the Depositor or any Affiliate thereof shall have deemed to have represented
that such Affiliate is not a Plan or a Person investing Plan Assets) and the
Trust Administrator shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trust Administrator, shall be a written
representation) from the Depositor of the status of such transferee as an
affiliate of the Depositor.
Prior
to
the termination of the Supplemental Interest Trust, each beneficial owner of
a
Floating Rate Certificate, Class CE-1 Certificate or Class P Certificate or
any
interest therein, shall represent or be deemed to have represented, by virtue
of
its acquisition or holding of such Certificate or interest therein, that either
(i) it is not a Plan or (ii) (A) it is an accredited investor within the meaning
of Prohibited Transaction Exemption (“PTE”) 91-23, as amended by XXX 00-00, XXX
0000-00, XXX 0000-00 and PTE 2007-05 (the “Underwriters’ Exemption”) and (B) the
acquisition and holding of such Certificate and the separate right to receive
payments from the Supplemental Interest Trust are eligible for the exemptive
relief available under either (I) Prohibited Transaction Class Exemption
(“PTCE”) 95-60 or (II) except in the case of a Class CE-1 Certificate or Class P
Certificate, PTCE 84-14, 91-38, 90-1 or 96-23.
Each
beneficial owner of a Mezzanine Certificate, Class CE-1 Certificate or Class
P
Certificate or any interest therein that is acquired subsequent to the
termination of the Supplemental Interest Trust shall be deemed to have
represented, by virtue of its acquisition or holding of that certificate or
interest therein, that either (i) it is not a Plan investor, (ii) except in
the
case of a Class CE-1 Certificate or Class P Certificate, it has acquired and
is
holding such Certificate in reliance on the Underwriters’ Exemption, and it
understands that there are certain conditions to the availability of the
Underwriters’ Exemption, including that such Certificate must be rated, at the
time of purchase, not lower than “BBB-” (or its equivalent) by S&P, Fitch
Ratings, Dominion Bond Rating Service Limited (known as DBRS Limited), Dominion
Bond Rating Service, Inc. (known as DBRS, Inc.) or Xxxxx’x and the Certificates
is so rated or (iii) (1) it is an insurance company, (2) the source of funds
used to acquire or hold the Certificate or interest therein is an “insurance
company general account,” as such term is defined in PTCE 95-60, and (3) the
conditions in Sections I and III of PTCE 95-60 have been satisfied.
If
any
Private Certificate or Mezzanine Certificate or any interest therein is acquired
or held in violation of the provisions of the preceding two paragraphs, the
next
preceding permitted beneficial owner will be treated as the beneficial owner
of
that Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any such
Certificate or interest therein was effected in violation of the provisions
of
the preceding two paragraphs shall indemnify and hold harmless the Depositor,
the Servicer, the Trustee, the Master Servicer, the Trust Administrator and
the
Trust Fund from and against any and all liabilities, claims, costs or expenses
incurred by those parties as a result of that acquisition or
holding.
(c) (i) Each
Person who has or who acquires any Ownership Interest in a Residual Certificate
shall be deemed by the acceptance or acquisition of such Ownership Interest
to
have agreed to be bound by the following provisions and to have irrevocably
authorized the Trust Administrator or its designee under clause (iii)(A) below
to deliver payments to a Person other than such Person and to negotiate the
terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of Transfer and to do all other things necessary in connection
with
any such sale. The rights of each Person acquiring any Ownership Interest in
a
Residual Certificate are expressly subject to the following
provisions:
(A) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall be a Permitted Transferee and shall promptly notify the Trust
Administrator of any change or impending change in its status as a Permitted
Transferee.
(B) In
connection with any proposed Transfer of any Ownership Interest in a Residual
Certificate, the Trust Administrator shall require delivery to it and shall
not
register the Transfer of any Residual Certificate until its receipt of an
affidavit and agreement (a “Transfer Affidavit and Agreement”), in the form
attached hereto as Exhibit F-2, from the proposed Transferee, in form and
substance satisfactory to the Trust Administrator, representing and warranting,
among other things, that such Transferee is a Permitted Transferee, that it
is
not acquiring its Ownership Interest in the Residual Certificate that is the
subject of the proposed Transfer as a nominee, trustee or agent for any Person
that is not a Permitted Transferee, that for so long as it retains its Ownership
Interest in a Residual Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of this Section 5.02(d)
and
agrees to be bound by them.
(C) Notwithstanding
the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
under clause (B) above, if a Responsible Officer of the Trust Administrator
who
is assigned to this transaction has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an Ownership Interest
in a Residual Certificate to such proposed Transferee shall be
effected.
(D) Each
Person holding or acquiring any Ownership Interest in a Residual Certificate
shall agree (x) to require a Transfer Affidavit and Agreement from any other
Person to whom such Person attempts to transfer its Ownership Interest in a
Residual Certificate and (y) not to transfer its Ownership Interest unless
it
provides a transferor affidavit (a “Transferor Affidavit”), in the form attached
hereto as Exhibit F-2, to the Trust Administrator stating that, among other
things, it has no actual knowledge that such other Person is not a Permitted
Transferee.
(E) Each
Person holding or acquiring an Ownership Interest in a Residual Certificate,
by
purchasing an Ownership Interest in such Certificate, agrees to give the Trust
Administrator written notice that it is a “pass-through interest holder” within
the meaning of temporary Treasury regulation Section 1.67- 3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a Residual Certificate,
if
it is, or is holding an Ownership Interest in a Residual Certificate on behalf
of, a “pass-through interest holder.”
(ii) The
Trust
Administrator will register the Transfer of any Residual Certificate only if
it
shall have received the Transfer Affidavit and Agreement and all of such other
documents as shall have been reasonably required by the Trust Administrator
as a
condition to such registration. In addition, no Transfer of a
Residual Certificate shall be made unless the Trust Administrator shall have
received a representation letter from the Transferee of such Certificate to
the
effect that such Transferee is a Permitted Transferee.
(iii) (A) If
any purported Transferee shall become a Holder of a Residual Certificate in
violation of the provisions of this Section 5.02(d), then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to
all
rights as Holder thereof retroactive to the date of registration of such
Transfer of such Residual Certificate. The Trust Administrator shall
be under no liability to any Person for any registration of Transfer of a
Residual Certificate that is in fact not permitted by this Section 5.02(d)
or
for making any payments due on such Certificate to the Holder thereof or for
taking any other action with respect to such Holder under the provisions of
this
Agreement.
(B) If
any
purported Transferee shall become a Holder of a Residual Certificate in
violation of the restrictions in this Section 5.02(d) and to the extent that
the
retroactive restoration of the rights of the Holder of such Residual Certificate
as described in clause (iii)(A) above shall be invalid, illegal or
unenforceable, then the Trust Administrator shall have the right, without notice
to the Holder or any prior Holder of such Residual Certificate, to sell such
Residual Certificate to a purchaser selected by the Trust Administrator on
such
terms as the Trust Administrator may choose. Such purported Transferee shall
promptly endorse and deliver each Residual Certificate in accordance with the
instructions of the Trust Administrator. Such purchaser may be the Trust
Administrator itself or any Affiliate of the Trust Administrator. The proceeds
of such sale, net of the commissions (which may include commissions payable
to
the Trust Administrator or its Affiliates), expenses and taxes due, if any,
will
be remitted by the Trust Administrator to such purported Transferee. The terms
and conditions of any sale under this clause (iii)(B) shall be determined in
the
sole discretion of the Trust Administrator, and the Trust Administrator shall
not be liable to any Person having an Ownership Interest in a Residual
Certificate as a result of its exercise of such discretion.
(iv) The
Trust
Administrator shall make available to the Internal Revenue Service and those
Persons specified by the REMIC Provisions all information necessary to compute
any tax imposed (A) as a result of the Transfer of an Ownership Interest in
a
Residual Certificate to any Person who is a Disqualified Organization, including
the information described in Treasury regulations sections 1.860D-1(b)(5) and
1.860E-2(a)(5) with respect to the “excess inclusions” of such Residual
Certificate and (B) as a result of any regulated investment company, real estate
investment trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest in a
Residual Certificate having as among its record holders at any time any Person
which is a Disqualified Organization. Reasonable compensation for providing
such
information may be accepted by the Trust Administrator.
(v) The
provisions of this Section 5.02(d) set forth prior to this subsection (v) may
be
modified, added to or eliminated, provided that there shall have been delivered
to the Trust Administrator at the expense of the party seeking to modify, add
to
or eliminate any such provision the following:
(A) written
notification from the Rating Agencies to the effect that the modification,
addition to or elimination of such provisions will not cause the Rating Agencies
to downgrade its then-current ratings of any Class of Certificates;
and
(B) an
Opinion of Counsel, in form and substance satisfactory to the Trust
Administrator, to the effect that such modification of, addition to or
elimination of such provisions will not cause any Trust REMIC to cease to
qualify as a REMIC and will not cause (x) any Trust REMIC to be subject to
an
entity-level tax caused by the Transfer of any Residual Certificate to a Person
that is not a Permitted Transferee or (y) a Person other than the prospective
transferee to be subject to a REMIC-tax caused by the Transfer of a Residual
Certificate to a Person that is not a Permitted Transferee.
(d) Subject
to the preceding subsections, upon surrender for registration of transfer of
any
Certificate at any office or agency of the Trust Administrator maintained for
such purpose pursuant to Section 8.12, the Trust Administrator shall execute,
authenticate and deliver, in the name of the designated Transferee or
Transferees, one or more new Certificates of the same Class of a like aggregate
Percentage Interest.
(e) At
the
option of the Holder thereof, any Certificate may be exchanged for other
Certificates of the same Class with authorized denominations and a like
aggregate Percentage Interest, upon surrender of such Certificate to be
exchanged at any office or agency of the Trust Administrator maintained for
such
purpose pursuant to Section 8.12. Whenever any Certificates are so surrendered
for exchange, the Trust Administrator shall execute, authenticate and deliver,
the Certificates which the Certificateholder making the exchange is entitled
to
receive. Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Trust Administrator) be duly endorsed by, or be
accompanied by a written instrument of transfer in the form satisfactory to
the
Trust Administrator duly executed by, the Holder thereof or his attorney duly
authorized in writing. In addition, (i) with respect to each Class R
Certificate, the Holder thereof may exchange, in the manner described above,
such Class R Certificate for three separate Certificates, each representing
such
Holder’s respective Percentage Interest in the Class R-I Interest, the Class
R-II Interest an the Class R-III Interest that was evidenced by the Class R
Certificate being exchanged and (ii) with respect to each Class R-X Certificate,
the Holder thereof may exchange, in the manner described above, such Class
R-X
Certificate for four separate Certificates, each representing such Holder’s
respective Percentage Interest in the Class R-IV Interest, the Class R-V
Interest, the Class R-VI Interest and the Class R-VII Interest, respectively,
in
each case that was evidenced by the Class R-X Certificate being
exchanged.
(f) No
service charge to the Certificateholders shall be made for any transfer or
exchange of Certificates, but the Trust Administrator may require payment of
a
sum sufficient to cover any tax or governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
(g) All
Certificates surrendered for transfer and exchange shall be canceled and
destroyed by the Trust Administrator in accordance with its customary
procedures.
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SECTION
5.03
|
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Trust Administrator, or the
Trust Administrator receive evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trustee
and
the Trust Administrator such security or indemnity as may be required by them
to
save each of them harmless, then, in the absence of actual knowledge by the
Trust Administrator that such Certificate has been acquired by a bona fide
purchaser, the Trust Administrator shall execute, authenticate and deliver,
in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and of like denomination and
Percentage Interest. Upon the issuance of any new Certificate under this
Section, the Trust Administrator may require the payment of a sum sufficient
to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trust
Administrator) connected therewith. Any replacement Certificate issued pursuant
to this Section shall constitute complete and indefeasible evidence of ownership
in the applicable REMIC created hereunder, as if originally issued, whether
or
not the lost, stolen or destroyed Certificate shall be found at any
time.
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SECTION
5.04
|
Persons
Deemed Owners.
|
The
Depositor, the Master Servicer, the Servicer, the Trustee, the Trust
Administrator and any agent of any of them may treat the Person in whose name
any Certificate is registered as the owner of such Certificate for the purpose
of receiving distributions pursuant to Section 4.01 and for all other purposes
whatsoever, and none of the Depositor, the Master Servicer, the Servicer, the
Trustee, the Trust Administrator or any agent of any of them shall be affected
by notice to the contrary.
|
SECTION
5.05
|
Certain
Available Information.
|
The
Trust
Administrator shall maintain at its Corporate Trust Office and shall make
available free of charge during normal business hours for review by any Holder
of a Certificate or any Person identified to the Trust Administrator as a
prospective transferee of a Certificate, originals or copies of the following
items: (A) this Agreement and any amendments hereof entered into pursuant to
Section 11.01, (B) all Monthly Statements required to be delivered to
Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, and all other notices, reports, statements and written
communications delivered to the Certificateholders of the relevant Class
pursuant to this Agreement since the Closing Date, (C) all certifications
delivered by a Responsible Officer of the Trust Administrator since the Closing
Date pursuant to Section 10.01(h), (D) any and all Officers’ Certificates
delivered to the Trust Administrator by the Servicer since the Closing Date
to
evidence the Servicer’s determination that any P&I Advance or Servicing
Advance was, or if made, would be a Nonrecoverable Advance and (E) any and
all
Officers’ Certificates delivered to the Trust Administrator by the Servicer
since the Closing Date pursuant to Section 4.04(a). Copies and mailing of any
and all of the foregoing items will be available from the Trust Administrator
upon request at the expense of the person requesting the same.
ARTICLE
VI
THE
DEPOSITOR, THE MASTER SERVICER AND THE SERVICERS
|
SECTION
6.01
|
Liability
of the Depositor, the Master Servicer and the
Servicer.
|
The
Servicer and the Master Servicer shall be liable in accordance herewith only
to
the extent of the obligations specifically imposed by this Agreement and
undertaken hereunder by the Servicer and the Master Servicer, as applicable,
herein. The Depositor shall be liable in accordance herewith only to
the extent of the obligations specifically imposed by this Agreement and
undertaken hereunder by the Depositor herein.
|
SECTION
6.02
|
Merger
or Consolidation of the Depositor, the Master Servicer or the
Servicer.
|
Subject
to the following paragraph, the Depositor will keep in full effect its
existence, rights and franchises as a corporation under the laws of the
jurisdiction of its incorporation. Subject to the following paragraph, each
of
the Servicer and 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, the Master
Servicer and the Servicer each will obtain and preserve its qualification to
do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
The
Depositor, the Master Servicer, or the Servicer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets
to
any Person, in which case any Person resulting from any merger or consolidation
to which the Depositor, the Master Servicer or the Servicer shall be a party,
or
any Person succeeding to the business of the Depositor, the Master Servicer
or
the Servicer, shall be the successor of the Depositor, the Master Servicer
or
the Servicer, as the case may be, hereunder, without the execution or filing
of
any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that the successor
or
surviving Person to the Servicer shall be qualified to service mortgage loans
on
behalf of Xxxxxx Mae or Xxxxxxx Mac; and provided further that the Rating
Agencies’ ratings of the Floating Rate Certificates in effect immediately prior
to such merger or consolidation will not be qualified, reduced or withdrawn
as a
result thereof (as evidenced by a letter to such effect from the Rating
Agencies). Notwithstanding the foregoing, such successor Servicer
shall be acceptable to the Servicing Rights Owner.
|
SECTION
6.03
|
Limitation
on Liability of the Depositor, the Master Servicer, the Servicer
and
Others.
|
None
of
the Depositor, the Master Servicer, the Servicer (and any Sub-Servicer), the
Backup Servicer or any of the directors, officers, employees or agents of the
Depositor, the Master Servicer, the Servicer (and any Sub-Servicer) or the
Backup Servicer shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of
any
action in good faith pursuant to this Agreement or the related Sub-Servicing
Agreement, as applicable, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer, the
Servicer (and any Sub-Servicer) or the Backup Servicer or any such person
against any breach of warranties, representations or covenants made herein,
or
against any specific liability imposed on the Servicer (and any Sub-Servicer)
pursuant hereto or the related Sub-Servicing Agreement, as applicable, or
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties hereunder or the related
Sub-Servicing Agreement, as applicable. The Depositor, the Master Servicer,
the
Servicer (and any Sub-Servicer), the Backup Servicer and any director, officer,
employee or agent of the Depositor, the Master Servicer, the Servicer or the
Backup Servicer may rely in good faith on any document of any kind which,
prima facie, is properly executed and submitted by any Person
respecting any matters arising hereunder or the related Sub-Servicing Agreement,
as applicable.
The
Depositor, the Master Servicer, the Servicer (and any Sub-Servicer), the Backup
Servicer and any director, officer, employee or agent of the Depositor, the
Master Servicer, the Servicer (and any Sub-Servicer) or the Backup Servicer
shall be indemnified and held harmless by the Trust Fund against (i) any loss,
liability or expense incurred in connection with any legal action relating
to
this Agreement or the Certificates (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement) or any
loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence in the performance of duties hereunder or the related Sub-Servicing
Agreement, as applicable, or by reason of reckless disregard of obligations
and
duties hereunder or the related Sub-Servicing Agreement, as applicable, and
(ii)
any breach of a representation or warranty regarding the Mortgage Loans. None
of
the Depositor, the Master Servicer, the Servicer (and any Sub-Servicer) or
the
Backup Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement or the related Sub-Servicing Agreement, as applicable, and,
in
its opinion, does not involve it in any expense or liability; provided, however,
that each of the Depositor, the Master Servicer, the Servicer (and any
Sub-Servicer) and the Backup Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
or the related Sub-Servicing Agreement, as applicable, and the rights and duties
of the parties hereto or to the related Sub-Servicing Agreement, as applicable,
and the interests of the Certificateholders hereunder. In such event, unless
the
Depositor the Master Servicer, the Servicer (and any Sub-Servicer) or the Backup
Servicer acts without the consent of Holders of Certificates entitled to at
least 51% of the Voting Rights (which consent shall not be necessary in the
case
of litigation or other legal action by either to enforce their respective rights
or defend themselves hereunder or the related Sub-Servicing Agreement, as
applicable), the legal expenses and costs of such action and any liability
resulting therefrom (except any loss, liability or expense incurred by reason
of
willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties hereunder
or the related Sub-Servicing Agreement, as applicable) shall be expenses, costs
and liabilities of the Trust Fund, and the Depositor (subject to the limitations
set forth above), the Master Servicer, the Servicer (and any Sub-Servicer)
and
the Backup Servicer shall be entitled to be reimbursed therefor from the
Collection Account or Distribution Account, as applicable, as and to the extent
provided in Section 3.11 or Section 3A.12 or from the corresponding custodial
account established under the related Sub-Servicing Agreement, any such right
of
reimbursement being prior to the rights of the Certificateholders to receive
any
amount in the Collection Account or Distribution Account. The Master Servicer’s,
the Trust Administrator’s, the Servicer’s or the Backup Servicer’s right to
indemnity or reimbursement pursuant to this Section shall survive any
termination of this Agreement, any resignation or termination of the Master
Servicer, the Trust Administrator, the Servicer or the Backup Servicer pursuant
to Section 6.04 or 7.01 with respect to any losses, expenses, costs or
liabilities arising prior to such resignation or termination (or arising from
events that occurred prior to such resignation or termination).
|
SECTION
6.04
|
Limitation
on Resignation of the Servicer; Servicing Rights Owner Termination
Options; Assignment of Master
Servicing.
|
(a) The
Servicer shall not resign from the obligations and duties hereby imposed on
it
except (i) upon determination that its duties hereunder are no longer
permissible under applicable law, (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 Master Servicer, 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 (including the Backup Servicer) has agreed to assume the
duties and obligations of the Servicer hereunder or (iii) by mutual consent
of
the Servicer and the Servicing Rights Owner, in the case of the Backup Servicer
or any other successor servicer, upon 30 days prior written notice from the
Servicing Rights Owner directing it to resign. Any such determination pursuant
to clause (i) of the preceding sentence permitting the resignation of the
Servicer shall be evidenced by an Opinion of Counsel to such effect obtained
at
the expense of the Servicer and delivered to the Trustee, the Master Servicer,
and the Trust Administrator and the Servicing Rights Owner. No resignation
of
the Servicer shall become effective until the Successor Servicer, in accordance
with Section 7.02 hereof, shall have assumed the Servicer’s responsibilities,
duties, liabilities (other than those liabilities arising prior to the
appointment of such successor) and obligations under this
Agreement.
Notwithstanding
the foregoing, the obligations and responsibilities of the Servicer created
hereby shall be terminated without cause upon 30 days’ written notice from the
Servicing Rights Owner to the Servicer, the Trustee, the Master Servicer, the
Trust Administrator, the Backup Servicer and the Rating Agencies; provided,
however, if the Servicer is terminated pursuant to this Section 6.04, (i) it
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, Servicing Advances or otherwise and (ii) it shall
not be responsible for the payment of any Servicing Transfer Costs (and such
Servicing Transfer Costs shall be payable by the Trust Fund).
Except
as
expressly provided herein, the Servicer shall not assign or transfer any of
its
rights, benefits or privileges hereunder to any other Person, nor delegate
to or
subcontract with, nor authorize or appoint any other Person to perform any
of
the duties, covenants or obligations to be performed by the Servicer hereunder.
If, pursuant to any provision hereof, the duties of the Servicer are transferred
to a successor servicer, the entire amount of the Servicing Fee and other
compensation payable to the Servicer pursuant hereto shall thereafter be payable
to such successor servicer.
(b) The
Master Servicer may sell, assign or delegate its rights, duties and obligations
as Master Servicer under this Agreement in their entirety; provided, however,
that: (i) the purchaser or transferee accepting such sale, assignment
and delegation (a) shall be a Person qualified to service mortgage loans for
Xxxxxx Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less than
$50,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
(ii) below); and (c) shall execute and deliver to the Trustee an agreement,
in
form and substance reasonably satisfactory to the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance
of
each covenant and condition to be performed or observed by it as master servicer
under this Agreement from and after the effective date of such assumption
agreement; (ii) each Rating Agency shall be given prior written notice of the
identity of the proposed successor to the Master Servicer and shall confirm
in
writing to the Master Servicer and the Trustee that any such sale, assignment
or
delegation would not result in a withdrawal or a downgrading of the rating
on
any Class of Certificates in effect immediately prior to such sale, assignment
or delegation; and (iii) the Master Servicer shall deliver to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent to such action under this Agreement have been fulfilled
and
such action is permitted by and complies with the terms of this
Agreement. No such sale, assignment or delegation shall affect any
liability of the Master Servicer arising prior to the effective date
thereof.
|
SECTION
6.05
|
Successor
Master Servicer.
|
In
connection with the appointment of any successor Master Servicer or the
assumption of the duties of the Master Servicer, the Depositor or the Trustee
may make such arrangements for the compensation of such successor Master
Servicer out of payments on the Mortgage Loans as the Depositor or the Trustee
and such successor Master Servicer shall agree. If the successor Master Servicer
does not agree that such market value is a fair price, such successor Master
Servicer shall obtain two quotations of market value from third parties actively
engaged in the master servicing of single-family mortgage
loans. Notwithstanding the foregoing, the compensation payable to a
successor Master Servicer may not exceed the compensation which the Master
Servicer would have been entitled to retain if the Master Servicer had continued
to act as Master Servicer hereunder.
|
SECTION
6.06
|
Rights
of the Depositor in Respect of the
Servicer.
|
The
Servicer shall afford (and any Sub-Servicing Agreement shall provide that each
Sub-Servicer shall afford) the Depositor, the Master Servicer, the Trustee
and
the Trust Administrator, upon reasonable notice, during normal business hours,
access to all records maintained by the Servicer (and any such Sub-Servicer)
in
respect of the Servicer’s rights and obligations hereunder and access to
officers of the Servicer (and those of any such Sub-Servicer) responsible for
such obligations. Upon request, the Servicer shall furnish to the Depositor,
the
Master Servicer, the Trustee and the Trust Administrator its (and any such
Sub-Servicer’s) most recent financial statements of the parent company of the
Servicer and such other information relating to the Servicer’s capacity to
perform its obligations under this Agreement that it possesses. To
the extent such information is not otherwise available to the public, the
Depositor, the Master Servicer, the Trustee and the Trust Administrator shall
not disseminate any information obtained pursuant to the preceding two sentences
without the Servicer’s written consent, except as required pursuant to this
Agreement or to the extent that it is appropriate to do so (i) in working with
legal counsel, auditors, taxing authorities or other governmental agencies,
rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Depositor, the Master Servicer, the
Trustee, the Trust Administrator or the Trust Fund, and in either case, the
Depositor, the Master Servicer, the Trustee or the Trust Administrator, as
the
case may be, shall use its best efforts to assure the confidentiality of any
such disseminated non-public information. The Depositor may, but is not
obligated to, enforce the obligations of the Servicer under this Agreement
and
may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Servicer under this Agreement or exercise the rights
of the Servicer under this Agreement; provided that the Servicer shall not
be
relieved of any of its obligations under this Agreement by virtue of such
performance by the Depositor or its designee. The Depositor shall not have
any
responsibility or liability for any action or failure to act by the Servicer
and
is not obligated to supervise the performance of the Servicer under this
Agreement or otherwise.
|
SECTION
6.07
|
Duties
of the Credit Risk Manager.
|
For
and
on behalf of the Trust, the Credit Risk Manager will provide reports and
recommendations concerning certain delinquent and defaulted Mortgage Loans,
and
as to the collection of any Prepayment Charges with respect to the Mortgage
Loans. Such reports and recommendations will be based upon
information provided to the Credit Risk Manager pursuant to the respective
Credit Risk Management Agreement, and the Credit Risk Manager shall look solely
to the Servicer 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 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
6.08
|
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, the Servicer or the Depositor for
any
action taken or for refraining from the taking of any action made in good faith
pursuant to this Agreement, in reliance upon information provided by the
Servicer or the Master Servicer under the related Credit Risk Management
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Credit Risk Manager or any such person against liability
that would otherwise be imposed by reason of willful malfeasance or bad faith
in
its performance of its duties. The Credit Risk Manager and any
director, officer, employee, or agent of the Credit Risk Manager may rely in
good faith on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising hereunder, and may
rely in good faith upon the accuracy of information furnished by the Servicer
or
the Master Servicer pursuant to the applicable Credit Risk Management Agreement
in the performance of its duties thereunder and hereunder.
|
SECTION
6.09
|
Removal
of the Credit Risk Manager.
|
The
Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the
exercise of its or their sole discretion. The Certificateholders
shall provide written notice of the Credit Risk Manager’s removal to the Trust
Administrator. Upon receipt of such notice, the Trust Administrator
shall provide written notice to the Credit Risk Manager of its removal, which
shall be effective upon receipt of such notice by the Credit Risk
Manager.
ARTICLE
VII
DEFAULT
|
SECTION
7.01
|
Servicer
Events of Default and Master Servicer Events of
Termination.
|
(a) “Servicer
Event of Default,” wherever used herein, means any one of the following
events:
(i) any
failure by the Servicer to remit to the Trust Administrator for distribution
to
the Certificateholders any payment (other than a P&I Advance required to be
made from its own funds on any Servicer Remittance Date pursuant to Section
4.03) required to be made under the terms of the Certificates and this Agreement
which continues unremedied for a period of 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 Servicer by the Depositor, the Trust Administrator or
the
Trustee (in which case notice shall be provided by telecopy), or to the
Servicer, the Depositor, the Trust Administrator and the Trustee by the Holders
of Certificates entitled to at least 25% of the Voting Rights; or
(ii) any
failure on the part of the Servicer duly to observe or perform in any material
respect any other of the covenants or agreements on the part of the Servicer
contained in this Agreement (other than the agreements of the Servicer contained
in Section 3.20 and Section 3.21), or the breach by the Servicer of any
representation and warranty contained in Section 2.05 which continues unremedied
for a period of 45 days (or if such failure or breach cannot be remedied within
45 days, then such remedy shall have been commenced within 45 days and
diligently pursued thereafter; provided, however, that in no event shall such
failure or breach be allowed to exist for a period of greater than 60 days)
after the earlier of (i) the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by
the
Depositor, the Trust Administrator or the Trustee, or to the Servicer, the
Depositor, the Trust Administrator and the Trustee by the Holders of
Certificates entitled to at least 25% of the Voting Rights and (ii) actual
knowledge of such failure by a Servicing Officer; or
(iii) a
decree
or order of a court or agency or supervisory authority having jurisdiction
in
the premises in an involuntary case under any present or future federal or
state
bankruptcy, insolvency or similar law or the appointment of a conservator or
receiver or liquidator in any insolvency, readjustment of debt, marshalling
of
assets and liabilities or similar proceeding, or for the winding-up or
liquidation of its affairs, shall have been entered against the Servicer and
if
such proceeding is being contested by the Servicer in good faith such decree
or
order shall have remained in force undischarged or unstayed for a period of
60
consecutive days or results in the entry of an order for relief or any such
adjudication or appointment; or
(iv) the
Servicer shall consent to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property; or
(v) the
Servicer shall admit in writing its inability to pay its debts generally as
they
become due, file a petition to take advantage of any applicable insolvency
or
reorganization statute, make an assignment for the benefit of its creditors,
or
voluntarily suspend payment of its obligations;
(vi) any
failure on the part of the Servicer duly to observe or perform in any material
respect any other of the covenants or agreements on the part of the Servicer
contained in this Agreements or timely comply with is obligations pursuant
to
Section 3.20, Section 3.21 or Section 4.07 hereof, or, to the extent that the
Backup Servicer is acting as the Successor Servicer, any failure of the Backup
Servicer to comply with the terms of the Addendum Regulation AB; or
(vii) any
failure of the Servicer to make any P&I Advance by 5:00 New York time (it
being understood that such time shall not apply if the Backup Servicer is acting
as the Successor Servicer) on the Business Day immediately preceding the related
Distribution Date.
If
the
Servicer Event of Default described in clauses (i) through (vi) of this Section
shall occur and be continuing, then, and in each and every such case, so long
as
the Servicer Event of Default shall not have been remedied, the Depositor,
the
Master Servicer, the Trust Administrator or the Trustee may, and at the written
direction of the Holders of Certificates entitled to at least 51% of Voting
Rights, the Trustee or the Master Servicer shall, by notice in writing to the
Servicer, the Backup Servicer and the Servicing Rights Owner (and to the
Depositor and the Trust Administrator if given by the Trustee or to the Trustee
and the Trust Administrator if given by the Depositor), terminate all of the
rights and obligations of the Servicer in its capacity as the Servicer under
this Agreement, to the extent permitted by law, and in and to the Mortgage
Loans
and the proceeds thereof. If the Servicer Event of Default described in clause
(vii) hereof shall occur and shall not have been remedied during the applicable
time period set forth in clause (vii) above, the Trust Administrator shall,
by
notice in writing to the Servicer, the Master Servicer, the Depositor, the
Backup Servicer and the Servicing Rights Owner, terminate all of the rights
and
obligations of the Servicer in its capacity as the Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds thereof. On or after the
receipt by the Servicer of such written notice, all authority and power of
the
Servicer under this Agreement, whether with respect to the Certificates (other
than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall
pass to and be vested in the Successor Servicer pursuant to and under this
Section and, without limitation, the Successor Servicer is hereby authorized
and
empowered, as attorney-in-fact or otherwise, to execute and deliver on behalf
of
and at the expense of the Servicer, any and all documents and other instruments
and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the
transfer and endorsement or assignment of the Mortgage Loans and related
documents, or otherwise. The Servicer agrees, at its sole cost and expense,
promptly (and in any event no later than ten Business Days subsequent to such
notice) to provide the Successor Servicer with all documents and records
requested by it to enable it to assume the Servicer’s functions under this
Agreement, and to cooperate with the Successor Servicer in effecting the
termination of the Servicer’s responsibilities and rights under this Agreement,
including, without limitation, the transfer within one Business Day to the
Successor Servicer for administration by it of all cash amounts which at the
time shall be or should have been credited by the Servicer to the Collection
Account held by or on behalf of the Servicer, the Distribution Account or any
REO Account or Servicing Account held by or on behalf of the Servicer or
thereafter be received with respect to the Mortgage Loans or any REO Property
serviced by the Servicer (provided, however, that the Servicer shall continue
to
be entitled to receive all amounts accrued or owing to it under this Agreement
on or prior to the date of such termination, whether in respect of P&I
Advances or otherwise, and shall continue to be entitled to the benefits of
Section 6.03, notwithstanding any such termination, with respect to events
occurring prior to such termination). For purposes of this Section 7.01, the
Trustee and the Trust Administrator shall not be deemed to have knowledge of
the
Servicer Event of Default unless a Responsible Officer of the Trustee or the
Trust Administrator, as the case may be, assigned to and working in the
Trustee’s or the Trust Administrator’s Corporate Trust Office, as applicable,
has actual knowledge thereof or unless written notice of any event which is
in
fact such the Servicer Event of Default is received by the Trustee or the Trust
Administrator, as applicable, and such notice references the Certificates,
the
Trust Fund or this Agreement.
(b) “Master
Servicer Event of Default,” wherever used herein, means any one of the following
events:
(i) the
Master Servicer fails to cause to be deposited in the Distribution Account
any
amount so required to be deposited pursuant to this Agreement (other than an
Advance), and such failure continues unremedied for a period of three Business
Days after the date upon which written notice of such failure, requiring the
same to be remedied, shall have been given to the Master Servicer;
or
(ii) the
Master Servicer fails to observe or perform in any material respect any other
material covenants and agreements set forth in this Agreement to be performed
by
it, which covenants and agreements materially affect the rights of
Certificateholders, and such failure continues unremedied for a period of 60
days after the date on which written notice of such failure, properly requiring
the same to be remedied, shall have been given to the Master Servicer by the
Trustee or to the Master Servicer and the Trustee by the Holders of Certificates
evidencing not less than 25% of the Voting Rights; or
(iii) there
is
entered against the Master Servicer a decree or order by a court or agency
or
supervisory authority having jurisdiction in the premises for the appointment
of
a conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, and the continuance of any such decree or
order is unstayed and in effect for a period of 60 consecutive days, or an
involuntary case is commenced against the Master Servicer under any applicable
insolvency or reorganization statute and the petition is not dismissed within
60
days after the commencement of the case; or
(iv) the
Master Servicer consents to the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or
substantially all of its property; or the Master Servicer admits in writing
its
inability to pay its debts generally as they become due, files a petition to
take advantage of any applicable insolvency or reorganization statute, makes
an
assignment for the benefit of its creditors, or voluntarily suspends payment
of
its obligations; or
(v) the
Master Servicer assigns or delegates its duties or rights under this Agreement
in contravention of the provisions permitting such assignment or delegation
under Section 6.05; or
(vi) any
failure of the Master Servicer to make any Advance (other than a Nonrecoverable
Advance) required to be made from its own funds pursuant to Section 4.03 by
5:00 p.m. New York time on the Business Day prior to the applicable Distribution
Date.
In
each
and every such case, so long as such Master Servicer Event of Default with
respect to the Master Servicer shall not have been remedied, either the Trustee,
the NIMS Insurer or the Holders of Certificates evidencing not less than 51%
of
the Voting Rights, by notice in writing to the Depositor, the Master Servicer
(and to the Trustee if given by such Certificateholders), with a copy to the
Rating Agencies, may terminate all of the rights and obligations (but not the
liabilities) of the Master Servicer under this Agreement and in and to the
Mortgage Loans and/or the REO Property master serviced by the Master Servicer
and the proceeds thereof. Upon the receipt by the Master Servicer of the written
notice, all authority and power of the Master Servicer under this Agreement,
whether with respect to the Certificates, the Mortgage Loans, REO Property
or
under any other related agreements (but only to the extent that such other
agreements relate to the Mortgage Loans or related REO Property) shall, subject
to Section 7.04, automatically and without further action pass to and be
vested in the Trustee pursuant to this Section 7.01(b); and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer as attorney-in-fact or otherwise,
any
and all documents and other instruments and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment
of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer’s rights and obligations hereunder, including, without limitation, the
transfer to the Trustee of (i) the property and amounts which are then or should
be part of the Trust Fund or which thereafter become part of the Trust Fund;
and
(ii) originals or copies of all documents of the Master Servicer reasonably
requested by the Trustee to enable it to assume the Master Servicer’s duties
thereunder. In addition to any other amounts which are then, or, notwithstanding
the termination of its activities under this Agreement, may become payable
to
the Master Servicer under this Agreement, the Master Servicer shall be entitled
to receive, out of any amount received on account of a Mortgage Loan or related
REO Property, that portion of such payments which it would have received as
reimbursement under this Agreement if notice of termination had not been given.
The termination of the rights and obligations of the Master Servicer shall
not
affect any obligations incurred by the Master Servicer prior to such
termination.
Notwithstanding
the foregoing, if a Master Servicer Event of Default described in clause (vi)
of
this Section 7.01(b) shall occur, the Trustee shall, by notice in writing
to the Master Servicer, which may be delivered by telecopy, immediately
terminate all of the rights and obligations of the Master Servicer thereafter
arising under this Agreement, but without prejudice to any rights it may have
as
a Certificateholder or to reimbursement of Advances and other advances of its
own funds, and the Trustee shall act as provided in Section 7.04 to carry
out the duties of the Master Servicer, including the obligation to make any
Advance the nonpayment of which was a Master Servicer Event of Default described
in clause (vi) of this Section 7.01(b). Any such action taken by the
Trustee must be prior to the distribution on the relevant Distribution
Date.
|
SECTION
7.02
|
Successor
Servicer to Act; Appointment of Successor
Servicer.
|
(a) On
and
after the time the Servicer receives a notice of termination, the Successor
Servicer shall be the successor in all respects to the Servicer in its capacity
as Servicer under this Agreement, the Servicer shall not have the right to
withdraw any funds from the Collection Account without the consent of the
Successor Servicer and the transactions set forth or provided for herein and
shall be subject to all the responsibilities, duties and liabilities relating
thereto and arising thereafter placed on the Servicer (except for any
representations or warranties of the Servicer under this Agreement, the
responsibilities, duties and liabilities contained in Section 2.03(c) and its
obligation to deposit amounts in respect of losses pursuant to Section 3.12)
by
the terms and provisions hereof including, without limitation, the Servicer’s
obligations to make P&I Advances pursuant to Section 4.03; provided,
however, that if the Successor Servicer is prohibited by law or regulation
from
obligating itself to make advances regarding delinquent mortgage loans, then
the
Successor Servicer shall not be obligated to make P&I Advances pursuant to
Section 4.03; and provided further, that any failure to perform such duties
or
responsibilities caused by the Servicer’s failure to provide information
required by Section 7.01 shall not be considered a default by the Successor
Servicer as successor to the Servicer hereunder. It is understood and
acknowledged by the parties hereto that there will be a period of transition
(not to exceed 30 days with respect to the Backup Servicer, or 90 days with
respect to the Master Servicer or the Trustee) before the transition of
servicing obligations is fully effective. As compensation therefor, the
Successor Servicer shall be entitled to the Servicing Fee and all funds relating
to the Mortgage Loans to which the Servicer would have been entitled if it
had
continued to act hereunder (other than amounts which were due or would become
due to the Servicer prior to its termination or resignation). Notwithstanding
the above, the Successor Servicer 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
Successor Servicer promptly appoint or petition a court of competent
jurisdiction to appoint, an established mortgage loan servicing institution
acceptable to the Rating Agencies and having a net worth of not less than
$15,000,000 as the successor to the Servicer under this Agreement in the
assumption of all or any part of the responsibilities, duties or liabilities
of
the Servicer under this Agreement. The Backup Servicer shall acknowledge and
be
subject to the Servicing Rights of the Servicing Rights Owner; provided that
the
Servicing Rights Owner shall give the Backup Servicer at least 30 days prior
written notice before exercising its right to terminate the Servicer or transfer
the servicing to another servicer. No appointment of a successor Servicer under
this Agreement shall be effective until the assumption by the successor of
all
of the Servicer’s responsibilities, duties and liabilities hereunder. In
connection with such appointment and assumption described herein, the Successor
Servicer may make such arrangements for the compensation of such successor
out
of payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
Servicer as such hereunder. The Depositor, the Master Servicer, the Trustee
and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. Pending appointment of a
successor to the Servicer under this Agreement, the Successor Servicer shall act
in such capacity as hereinabove provided.
(b) In
connection with the termination or resignation of the Servicer hereunder, either
(i) the successor servicer, including the Successor Servicer is acting as
successor servicer, shall represent and warrant that it is a member of MERS
in
good standing and shall agree to comply in all material respects with the rules
and procedures of MERS in connection with the servicing of the Mortgage Loans
that are registered with MERS, in which case the predecessor servicer shall
cooperate with the successor servicer in causing MERS to revise its records
to
reflect the transfer of servicing to the successor servicer as necessary under
MERS’ rules and regulations, or (ii) the predecessor servicer shall cooperate
with the successor servicer in causing MERS to execute and deliver an assignment
of Mortgage in recordable form to transfer the Mortgage from MERS to the
Successor Servicer and to execute and deliver such other notices, documents
and
other instruments as may be necessary or desirable to effect a transfer of
such
Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the
successor servicer. The predecessor servicer shall file or cause to
be filed any such assignment in the appropriate recording office. The
predecessor servicer shall bear any and all fees of MERS, costs of preparing
any
assignments of Mortgage, and fees and costs of filing any assignments of
Mortgage that may be required under this Section 7.02(b).
|
SECTION
7.03
|
Trustee
to Act; Appointment of Successor Master
Servicer.
|
(a) Upon
the
receipt by the Master Servicer of a notice of termination pursuant to
Section 7.01(b) or an Opinion of Counsel rendered by Independent counsel
pursuant to Section 6.05(b) to the effect that the Master Servicer is
legally unable to act or to delegate its duties to a Person which is legally
able to act, the Trustee shall automatically become the successor in all
respects to the Master Servicer in its capacity under this Agreement and the
transactions set forth or provided for herein and shall thereafter be subject
to
all the responsibilities, duties, liabilities and limitations on liabilities
relating thereto placed on the Master Servicer by the terms and provisions
hereof; provided, however, that the Trustee (i) shall have no obligation
whatsoever with respect to any liability (other than Advances deemed recoverable
and not previously made) incurred by the Master Servicer at or prior to the
time
of termination and (ii) shall not be obligated to perform any obligation of
the
Master Servicer under Section 3.20 or 3.21 with respect to any period of time
during which the Trustee was not the Master Servicer. As compensation therefor,
but subject to Section 6.05, the Trustee shall be entitled to compensation
which the Master Servicer would have been entitled to retain if the Master
Servicer had continued to act hereunder, except for those amounts due the Master
Servicer as reimbursement permitted under this Agreement for advances previously
made or expenses previously incurred. Notwithstanding the above, the Trustee
may, if it shall be unwilling so to act, or shall, if it is legally unable
so to
act, appoint or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution which is a Xxxxxx Xxx- or
Xxxxxxx Mac-approved servicer and with respect to a successor to the Master
Servicer only, having a net worth of not less than $50,000,000, as the successor
to the Master Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer hereunder;
provided, that the Trustee shall obtain a letter or other evidence each Rating
Agency that the ratings, if any, on each of the Certificates will not be lowered
as a result of the selection of the successor to the Master Servicer. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee shall
act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans as it
and
such successor shall agree; provided, however, that the provisions of
Section 6.05 shall apply, the compensation shall not be in excess of that
which the Master Servicer would have been entitled to if the Master Servicer
had
continued to act hereunder, and that such successor shall undertake and assume
the obligations of the Trustee to pay compensation to any third Person acting
as
an agent or independent contractor in the performance of master servicing
responsibilities hereunder. The Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate
any
such succession.
If
the
Master Servicer and the Trust Administrator are the same entity, then at any
time the Master Servicer resigns or is removed as Master Servicer, the Trust
Administrator shall also be removed hereunder. All reasonable Master
Servicing Transfer Costs shall be paid by the predecessor Master Servicer upon
presentation of reasonable documentation of such costs, and if such predecessor
Master Servicer defaults in its obligation to pay such costs, such costs shall
be paid by the successor Master Servicer or the Trustee (in which case the
successor Master Servicer or the Trustee, as applicable, shall be entitled
to
reimbursement therefor from the assets of the Trust Fund).
(b) If
the
Trustee shall succeed to any duties of the Master Servicer respecting the
Mortgage Loans as provided herein, it shall do so in a separate capacity and
not
in its capacity as Trustee and, accordingly, the provisions of Article VIII
shall be inapplicable to the Trustee in its duties as the successor to the
Master Servicer in the master servicing of the Mortgage Loans (although such
provisions shall continue to apply to the Trustee in its capacity as Trustee);
the provisions of Article VI, however, shall apply to it in its capacity as
successor Master Servicer.
|
SECTION
7.04
|
Notification
to Certificateholders.
|
(a) Upon
any
termination of the Servicer or the Master Servicer pursuant to Section 7.01
above or any appointment of a successor to the Servicer or Master Servicer
pursuant to Section 7.02 and 7.03 above, the Trust Administrator, or in the
event of the termination of the Master Servicer, the Trustee (or such other
successor Trust Administrator) shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Not
later
than the later of 60 days after the occurrence of any event, which constitutes
or which, with notice or lapse of time or both, would constitute the Servicer
Event of Default or a Master Servicer Event of Default or five days after a
Responsible Officer of the Trust Administrator becomes aware of the occurrence
of such an event, the Trust Administrator shall transmit by mail to all Holders
of Certificates notice of each such occurrence, unless such default or Servicer
Event of Default or Master Servicer Event of Default shall have been
cured or waived.
|
SECTION
7.05
|
Waiver
of Servicer Events of Default and Master Servicer Events of
Termination.
|
Subject
to Section 11.09(d), the Holders representing at least 66% of the Voting Rights
evidenced by all Classes of Certificates affected by any default or Servicer
Event of Default or Master Servicer Event of Default hereunder may waive such
default or Servicer Event of Default; provided, however, that a default or
Servicer Event of Default or Master Servicer Event of Default under clause
(a)(i) or (a)(vii) of Section 7.01 or clause (b)(i) or (b)(vi) of Section 7.01,
respectively, may be waived only by all of the Holders of the Regular
Certificates. Upon any such waiver of a default or Servicer Event of Default
or
Master Servicer Event of Default, such default or Servicer Event of 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 Servicer Event of Default or Master Servicer
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
ARTICLE
VIII
CONCERNING
THE TRUSTEE AND THE TRUST ADMINISTRATOR
|
SECTION
8.01
|
Duties
of Trustee and Trust Administrator.
|
The
Trustee, prior to the occurrence of the Servicer Event of Default or Master
Servicer Event of Default and after the curing of all Servicer Events of Default
or Master Servicer Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. The Trust Administrator undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. If the Servicer
Event of Default or Master Servicer Event of Default, has occurred (which has
not been cured) of which a Responsible Officer has knowledge, the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and
use
the same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own
affairs. Any permissive right of the Trustee enumerated in this Agreement shall
not be construed as a duty.
Each
of
the Trustee and the Trust Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to it, which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine
whether they conform to the requirements of this Agreement; provided, however,
that neither the Trustee nor the Trust Administrator will be responsible for
the
accuracy or content of any such resolutions, certificates, statements, opinions,
reports, documents or other instruments. If any such instrument is
found not to conform to the requirements of this Agreement in a material manner,
it shall take such action as it deems appropriate to have the instrument
corrected, and if the instrument is not corrected to its satisfaction, it will
provide notice thereof to the Certificateholders.
No
provision of this Agreement shall be construed to relieve the Trustee or the
Trust Administrator from liability for its own negligent action, its own
negligent failure to act or its own misconduct; provided, however,
that:
(i) Prior
to
the occurrence of the Servicer Event of Default or Master Servicer Event of
Default, and after the curing of all the Servicer Events of Default or Master
Servicer Events of Default which may have occurred, the duties and obligations
of each of the Trustee shall be determined solely by the express provisions
of
this Agreement, the Trustee shall not be liable except for the performance
of
such duties and obligations as are specifically set forth in this Agreement,
no
implied covenants or obligations shall be read into this Agreement against
the
Trustee, in the absence of bad faith on the part of the Trustee, the Trustee,
may conclusively rely, as to the truth of the statements and the correctness
of
the opinions expressed therein, upon any certificates or opinions furnished
to
the Trustee, that conform to the requirements of this Agreement. The Trust
Administrator shall not be liable except for the performance of such duties
and
obligations as are specifically set forth in this Agreement, no implied
covenants or obligations shall be read into this Agreement against the Trust
Administrator, in the absence of bad faith on the part of the Trust
Administrator, the Trust Administrator, 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 Trust Administrator, that conform
to the requirements of this Agreement;
(ii) Neither
the Trustee nor the Trust Administrator shall be personally liable for any
error
of judgment made in good faith by a Responsible Officer or Responsible Officers
of it unless it shall be proved that it was negligent in ascertaining the
pertinent facts;
(iii) Neither
the Trustee nor the Trust Administrator shall be personally liable with respect
to any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the Holders of Certificates entitled to at
least 25% of the Voting Rights relating to the time, method and place of
conducting any proceeding for any remedy available to the it or exercising
or
omitting to exercise any trust or power conferred upon it, under this Agreement;
and
(iv) Neither
the Trustee nor the Trust Administrator shall be required to take notice or
be
deemed to have notice or knowledge of any default, Servicer Event of Default
or
Master Servicer Event of Default unless a Responsible Officer of the Trustee
or
the Trust Administrator, as the case may be, shall have received written notice
thereof or a Responsible Officer shall have actual knowledge thereof. In the
absence of receipt of such notice or actual knowledge, the Trustee or Trust
Administrator, as applicable, may conclusively assume there is no
default.
Neither
the Trustee nor the Trust Administrator shall be required to expend or risk
its
own funds or otherwise incur financial liability in the performance of any
of
its duties hereunder, or in the exercise of any of its rights or powers, in
each
case not including expenses, disbursements and advances incurred or made by
the
Trustee or the Trust Administrator, as applicable, including the compensation
and the expenses and disbursements of its agents and counsel, in the ordinary
course of the Trustee’s or the Trust Administrator’s, as the case may be,
performance in accordance with the provisions of this Agreement, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to
it. With respect to the Trustee and the Trust Administrator, none of
the provisions contained in this Agreement shall in any event require the
Trustee or the Trust Administrator, as the case may be, to perform, or be
responsible for the manner of performance of, any of the obligations of the
Master Servicer under this Agreement, except during such time, if any, as the
Trustee or the Trust Administrator, as applicable, shall be the successor to,
and be vested with the rights, duties, powers and privileges of, the Master
Servicer in accordance with the terms of this Agreement.
|
SECTION
8.02
|
Certain
Matters Affecting the Trustee and the Trust
Administrator.
|
(a) Except
as
otherwise provided in Section 8.01:
(i) Each
of
the Trustee and the Trust Administrator and any director, officer, employee
or
agent of the Trustee or the Trust Administrator, as the case may be, may request
and conclusively rely upon and shall be fully protected in acting or refraining
from acting upon any resolution, Officers’ Certificate, certificate of auditors
or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the proper
party or parties;
(ii) Each
of
the Trustee and the Trust Administrator, as the case may be, may consult with
counsel of its selection and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such Opinion of
Counsel;
(iii) Neither
the Trustee nor the Trust Administrator shall be under any obligation to
exercise any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in relation hereto
at
the request, order or direction of any of the Certificateholders, pursuant
to
the provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee or the Trust Administrator, as applicable, security
or
indemnity satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or thereby; the right of the Trustee or the Trust
Administrator to perform any discretionary act enumerated in this Agreement
shall not be construed as a duty, and neither the Trustee nor the Trust
Administrator shall be answerable for other than its negligence or willful
misconduct in the performance of any such act; nothing contained herein shall,
however, relieve the 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) Neither
the Trustee nor the Trust Administrator shall be personally liable for any
action taken, suffered or omitted by it in good faith and believed by it to
be
authorized or within the discretion or rights or powers conferred upon it by
this Agreement;
(v) Prior
to
the occurrence of the Servicer Event of Default or Master Servicer Event of
Default hereunder, and after the curing of all Servicer Events of Default or
Master Servicer Events of Default which may have occurred, neither the Trustee
nor the Trust Administrator shall be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by the Holders of Certificates
entitled to at least 25% of the Voting Rights; provided, however, that if the
payment within a reasonable time to the Trustee or the Trust Administrator,
as
applicable, of the costs, expenses or liabilities likely to be incurred by
it in
the making of such investigation is, in the opinion of the Trustee or the Trust
Administrator, as applicable, not reasonably assured to the Trustee or the
Trust
Administrator, as applicable, by such Certificateholders, the Trustee or the
Trust Administrator, as applicable, may require indemnity satisfactory to it
against such cost, expense, or liability from such Certificateholders as a
condition to taking any such action;
(vi) Each
of
the Trustee and the Trust Administrator may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and neither the Trustee nor the Trust Administrator shall
be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care;
(vii) Neither
the Trustee nor the Trust Administrator shall be personally liable for any
loss
resulting from the investment of funds held in the Collection Account at the
direction of the Servicer pursuant to Section 3.12; and
(viii) Any
request or direction of the Depositor, the Servicer or the Certificateholders
mentioned herein shall be sufficiently evidenced in writing.
(b) All
rights of action under this Agreement or under any of the Certificates,
enforceable by the Trustee or the Trust Administrator, may be enforced by it
without the possession of any of the Certificates, or the production thereof
at
the trial or other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee or the Trust Administrator shall be brought
in its name for the benefit of all the Holders of such Certificates, subject
to
the provisions of this Agreement.
|
SECTION
8.03
|
Neither
the Trustee nor Trust Administrator Liable for Certificates or Mortgage
Loans.
|
The
recitals contained herein and in the Certificates (other than the signature
of
the Trust Administrator, on behalf of the Trustee, the authentication of the
Trust Administrator on the Certificates, the acknowledgments of the Trustee
and
the Trust Administrator contained in Article II and the representations and
warranties of the Trustee and the Trust Administrator in Section 8.12) shall
be
taken as the statements of the Depositor and neither the Trustee nor the Trust
Administrator assumes any responsibility for their correctness. Neither the
Trustee nor the Trust Administrator makes any representations or warranties
as
to the validity or sufficiency of this Agreement (other than as specifically
set
forth in Section 8.12) or of the Certificates (other than the signature of
the
Trust Administrator and authentication of the Trust Administrator on the
Certificates) or of any Mortgage Loan or related document or of MERS or the
MERS
System. Neither the Trustee nor the Trust Administrator shall be
accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor, the Master Servicer or the
Servicer in respect of the Mortgage Loans or deposited in or withdrawn from
the
Collection Account by the Servicer or the Distribution Account by the Master
Servicer.
|
SECTION
8.04
|
Trustee
and Trust Administrator May Own
Certificates.
|
Each
of
the Trustee and the Trust Administrator in its individual capacity or any other
capacity may become the owner or pledgee of Certificates with the same rights
it
would have if it were not the Trustee or the Trust Administrator, as
applicable.
|
SECTION
8.05
|
Trustee’s,
Trust Administrator’s and Custodians’ Fees and
Expenses.
|
(a) The
Trust
Administrator shall be entitled to compensation as separately agreed with the
Master Servicer. The Trustee’s fees will be paid by the Trust
Administrator pursuant to a separate agreement between the Trustee and the
Trust
Administrator, and such compensation will not be an expense of the
Trust. Each of the Trustee, the Trust Administrator, the Custodian
and any director, officer, employee or agent of any of them, as applicable,
shall be indemnified by the Trust Fund and held harmless against any loss,
liability or expense (not including expenses, disbursements and advances
incurred or made by the Trustee, the Trust Administrator or the Custodian,
as
applicable, including the compensation and the expenses and disbursements of
its
agents and counsel, in the ordinary course of the Trustee’s, the Trust
Administrator’s or the Custodian’s, as the case may be, performance in
accordance with the provisions of this Agreement) incurred by the Trustee,
the
Trust Administrator or the Custodian, as applicable, in connection with any
claim or legal action or any pending or threatened claim or legal action arising
out of or in connection with the acceptance or administration of its obligations
and duties under this Agreement (or, in the case of the Custodian, under the
Custodial Agreement), other than any loss, liability or expense (i) resulting
from any breach of the Servicer’s or the Master Servicer’s obligations in
connection with this Agreement for which the Servicer shall indemnify the
Trustee and the Trust Administrator pursuant to Section 8.05(b) and Section
10.03 (and in the case of the Trustee, resulting from any breach of the Trust
Administrator’s obligations in connection with this Agreement for which the
Trust Administrator shall indemnify the Trustee pursuant to Section 10.03(a)
and
in the case of the Trust Administrator, resulting from any breach of the
Trustee’s obligations in connection with this Agreement for which the Trustee
shall indemnify the Trust Administrator pursuant to Section 10.03(c)), (ii)
that
constitutes a specific liability of the Trustee or the Trust Administrator,
as
applicable, pursuant to Section 10.01(g) or (iii) any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of its duties hereunder or by reason of the Trustee’s or the Trust
Administrator’s, as applicable, reckless disregard of obligations and duties
hereunder (or, in the case of the Custodian, under the Custodial Agreement)
or
as a result of a breach of the Trustee’s or the Trust Administrator’s, as
applicable, obligations under Article X hereof (or, in the case of the
Custodian, as a result of a breach of such Custodian’s obligations under the
Custodial Agreement). Any amounts payable to the Trustee, the Trust
Administrator, the Custodian, or any director, officer, employee or agent of
any
of them in respect of the indemnification provided by this paragraph (a), or
pursuant to any other right of reimbursement from the Trust Fund that the
Trustee, the Trust Administrator, the Custodian or any director, officer,
employee or agent of any of them may have hereunder in its capacity as such,
may
be withdrawn by the Trust Administrator for payment to the applicable
indemnified Person from the Distribution Account at any time. The foregoing
indemnity shall survive the resignation or removal of the Trustee or the Trust
Administrator.
(b) The
Servicer agrees to indemnify the Trustee, the Trust Administrator and the
Custodian from, and hold each harmless against, any loss, liability or expense
resulting from a breach of the Servicer’s obligations and duties under this
Agreement. Such indemnity shall survive the termination or discharge of this
Agreement and the resignation or removal of the Trustee, the Trust Administrator
or the Custodian, as the case may be. Any payment hereunder made by the Servicer
to the Trustee, the Trust Administrator or the Custodian shall be from the
Servicer’s own funds, without reimbursement from the Trust Fund
therefor.
|
SECTION
8.06
|
Eligibility
Requirements for Trustee and Trust
Administrator.
|
Each
of
the Trustee and the Trust Administrator hereunder shall at all times be a
corporation or an association organized and doing business under the laws of
any
state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee or the Trust Administrator, as the case may be, shall resign immediately
in the manner and with the effect specified in Section 8.07.
|
SECTION
8.07
|
Resignation
and Removal of the Trustee and the Trust
Administrator.
|
Either
of
the Trustee or the Trust Administrator may at any time resign and be discharged
from the trust hereby created by giving written notice thereof to the Depositor,
the Master Servicer, the Servicer and the Certificateholders and, if the Trustee
is resigning, to the Trust Administrator, or, if the Trust Administrator is
resigning, to the Trustee. Upon receiving such notice of resignation, the
Depositor shall promptly appoint a successor trustee or trust administrator
(which may be the same Person in the event both the Trustee and the Trust
Administrator resign or are removed) by written instrument, in duplicate, which
instrument shall be delivered to the resigning Trustee or Trust Administrator,
as applicable, and to the successor trustee or trust administrator, as
applicable. A copy of such instrument shall be delivered to the
Certificateholders, the Trustee or Trust Administrator, as applicable, and
the
Servicer by the Depositor. If no successor trustee or trust administrator shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee or Trust
Administrator, as applicable, may petition any court of competent jurisdiction
for the appointment of a successor trustee or trust administrator, as
applicable.
If
the
Trust Administrator and the Master Servicer are the same entity, then at any
time the Trust Administrator resigns or is removed as Trust Administrator,
the
Master Servicer shall also be removed hereunder.
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
the Master Servicer (or in the case of the Trust Administrator, the Trustee)
may
remove the Trustee or the Trust Administrator, as applicable, and appoint a
successor trustee or trust administrator (which may be the same Person in the
event both the Trustee and the Trust Administrator resign or are removed) by
written instrument, in duplicate, which instrument shall be delivered to the
Trustee or Trust Administrator so removed and to the successor trustee or trust
administrator. A copy of such instrument shall be delivered to the
Certificateholders, the Trustee or the Trust Administrator, as applicable,
and
the Servicer by the Depositor.
The
Holders of Certificates entitled to at least 51% of the Voting Rights may at
any
time remove the Trustee or the Trust Administrator and appoint a successor
trustee or trust administrator by written instrument or instruments, in
triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Depositor,
one
complete set to the Trustee or the Trust Administrator, as the case may be,
so
removed and one complete set to the successor so appointed. A copy of such
instrument shall be delivered to the Certificateholders, the Master Servicer
and
the Servicer by the Depositor.
If
no
successor Trust Administrator shall have been appointed and shall have accepted
appointment within 60 days after the Trust Administrator ceases to be the Trust
Administrator pursuant to this Section 8.07, then the Trustee shall perform
the
duties of the Trust Administrator pursuant to this Agreement. The Trustee shall
notify the Rating Agencies of any change of Trust Administrator.
Any
resignation or removal of the Trustee or the Trust Administrator and appointment
of a successor trustee or trust administrator, as the case may be, pursuant
to
any of the provisions of this Section shall not become effective until
acceptance of appointment by the successor trustee or trust administrator as
provided in Section 8.08. Notwithstanding the foregoing, in the event the Trust
Administrator advises the Trustee that it is unable to continue to perform
its
obligations pursuant to the terms of this Agreement prior to the appointment
of
a successor, the Trustee shall be obligated to perform such obligations until
a
new trust administrator is appointed. Such performance shall be without
prejudice to any claim by a party hereto or beneficiary hereof resulting from
the Trust Administrator’s breach of its obligations hereunder. As
compensation therefor, the Trustee shall be entitled to all fees the Trust
Administrator would have been entitled to if it had continued to act
hereunder.
Notwithstanding
anything to the contrary contained herein, the Master Servicer and the Trust
Administrator shall at all times be the same Person.
Any
Person appointed as successor trust administrator pursuant to this Section
8.07
shall also be required to serve as successor cap trustee under the Interest
Rate
Cap Agreement and successor supplemental interest trust trustee under the
Interest Rate Swap Agreement.
|
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 Master Servicer,
the Trustee or the Trust Administrator, as applicable, and to its predecessor
trustee or trust administrator an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
or trust administrator shall become effective and such successor trustee or
trust administrator, without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee
or
trust administrator herein. The predecessor trustee or trust administrator
shall
deliver to the successor trustee or trust administrator all Mortgage Files
and
related documents and statements, as well as all moneys, held by it hereunder
and the Depositor and the predecessor trustee or trust administrator shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
trustee or trust administrator all such rights, powers, duties and
obligations.
No
successor trustee or trust administrator shall accept appointment as provided
in
this Section unless at the time of such acceptance such successor trustee or
trust administrator shall be eligible under the provisions of Section 8.06
and
the appointment of such successor trustee or trust administrator shall not
result in a downgrading of any Class of Certificates by the Rating Agencies,
as
evidenced by a letter from the Rating Agencies.
Upon
acceptance of appointment by a successor trustee or trust administrator as
provided in this Section, the Depositor shall mail notice of the succession
of
such trustee or trust administrator hereunder to all Holders of Certificates
at
their addresses as shown in the Certificate Register. If the Depositor fails
to
mail such notice within 10 days after acceptance of appointment by the successor
trustee or trust administrator, the successor trustee or trust administrator
shall cause such notice to be mailed at the expense of the
Depositor.
Any
Person appointed as successor trust
administrator pursuant to this Section shall also be required to
serve as successor cap administrator and successor cap trustee under the
Interest Rate Cap Agreement and the Cap Administration
Agreement.
|
SECTION
8.09
|
Merger
or Consolidation of Trustee or Trust
Administrator.
|
Any
corporation or association into which either the Trustee or the Trust
Administrator may be merged or converted or with which it may be consolidated
or
any corporation or association resulting from any merger, conversion or
consolidation to which the Trustee or the Trust Administrator, as the case
may
be, shall be a party, or any corporation or association succeeding to the
business of the Trustee or the Trust Administrator, as applicable, shall be
the
successor of the Trustee or the Trust Administrator, as the case may be,
hereunder, provided such corporation or association shall be eligible under
the
provisions of Section 8.06, without the execution or filing of any paper or
any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
|
SECTION
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
Notwithstanding
any other provisions hereof, at any time, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of REMIC I or property
securing the same may at the time be located, the Servicer and the Trustee
acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of REMIC I, and to vest in such Person
or
Persons, in such capacity, such title to REMIC I, or any part thereof, and,
subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Servicer and the Trustee may consider
necessary or desirable. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request to do so, or
in
case a Servicer Event of Default shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee
or
separate trustee hereunder shall be required to meet the terms of eligibility
as
a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be
required under Section 8.08 hereof.
In
the
case of any appointment of a co-trustee or separate trustee pursuant to this
Section 8.10 all rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly, except to the
extent that under any law of any jurisdiction in which any particular act or
acts are to be performed by the Trustee (whether as Trustee hereunder or as
successor to a defaulting Master Servicer hereunder), the Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to REMIC
I or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
Trustee.
Any
notice, request or other writing given to the Trustee shall be deemed to have
been given to each of the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing any separate trustee
or
co-trustee shall refer to this Agreement and the conditions of this Article
VIII. Each separate trustee and co-trustee, upon its acceptance of the trust
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as
may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
Any
separate trustee or co-trustee may, at any time, constitute the Trustee, its
agent or attorney-in-fact, with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
|
SECTION
8.11
|
[Reserved].
|
|
SECTION
8.12
|
Appointment
of Office or Agency.
|
The
Trust
Administrator will appoint an office or agency in the City of Minneapolis,
Minnesota where the Certificates may be surrendered for registration of transfer
or exchange, and presented for final distribution, and where notices and demands
to or upon the Trust Administrator in respect of the Certificates and this
Agreement may be served.
|
SECTION
8.13
|
Representations
and Warranties.
|
Each
of
the Trustee and the Trust Administrator hereby represents and warrants to the
Servicer, the Depositor, the Master Servicer, the Trustee and the Trust
Administrator, as applicable, as of the Closing Date, that:
(i) It
is a
national banking association duly organized, validly existing and in good
standing under the laws of the United States of America.
(ii) The
execution and delivery of this Agreement by it, and the performance and
compliance with the terms of this Agreement by it, will not violate its articles
of association or bylaws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in
the
breach of, any material agreement or other instrument to which it is a party
or
which is applicable to it or any of its assets.
(iii) It
has
the full power and authority to enter into and consummate all transactions
contemplated by this Agreement, has duly authorized the execution, delivery
and
performance of this Agreement, and has duly executed and delivered this
Agreement.
(iv) This
Agreement, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid, legal and binding obligation of it,
enforceable against it in accordance with the terms hereof, subject to (A)
applicable bankruptcy, insolvency, receivership, reorganization, moratorium
and
other laws affecting the enforcement of creditors’ rights generally, and (B)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) It
is not
in violation of, and its execution and delivery of this Agreement and its
performance and compliance with the terms of this Agreement will not constitute
a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or
regulatory authority, which violation, in its good faith and reasonable
judgment, is likely to affect materially and adversely either the ability of
the
it to perform its obligations under this Agreement or the financial condition
of
it.
(vi) No
litigation is pending or, to the best of its knowledge, threatened against
it
which would prohibit it from entering into this Agreement or, in its good faith
reasonable judgment, is likely to materially and adversely affect either the
ability of it to perform its obligations under this Agreement or the financial
condition of it.
|
SECTION
8.14
|
[Reserved].
|
|
SECTION
8.15
|
No
Trustee or Trust Administrator Liability for Actions or Inactions
of
Custodian.
|
Notwithstanding
anything to the contrary herein, in no event shall the Trustee or the Trust
Administrator be liable to any party hereto or to any third party for the
performance of any custody-related functions with respect to which the Custodian
shall fail to take action on behalf of the Trustee or Trust Administrator,
as
the case may be, or, with respect to which the performance of custody-related
functions pursuant to the terms of the custodial agreement with the Custodian
shall fail to satisfy all the related requirements under this
Agreement.
ARTICLE
IX
TERMINATION
|
SECTION
9.01
|
Termination
Upon Repurchase or Liquidation of the Mortgage
Loans.
|
(a) Subject
to Section 9.02 and Section 9.03, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer,
the
Servicer, the Trustee and the Trust Administrator with respect to the Mortgage
Loans (other than the obligations of the Servicer and the Master Servicer to
the
Trustee and the Trust Administrator pursuant to Section 8.05 and of the Servicer
to provide for and the Trust Administrator to make payments in respect of the
REMIC I Regular Interests and the Classes of Certificates as hereinafter set
forth) the Trust Fund shall terminate upon payment to the Certificateholders
and
the deposit of all amounts held by or on behalf of the Trustee or the Trust
Administrator and required hereunder to be so paid or deposited on the
Distribution Date coinciding with or following the earlier to occur of (i)
the
purchase by the Servicer, or if the Servicer fails to exercise such right,
the
Master Servicer (in such capacity, the “Terminator”) of all Mortgage Loans and
each REO Property remaining in REMIC I shall be at a price equal to the greater
of (x) the Stated Principal Balance of the Mortgage Loans and the appraised
value of any REO Properties (such appraisal to be conducted by an appraiser
mutually agreed upon by the Servicer and the Trust Administrator) and (y) the
fair market value of the Mortgage Loans and the REO Properties (as determined
by
the Servicer, with the consent of the Trust Administrator as of the close of
business on the third Business Day next preceding the date upon which notice
of
any such termination is furnished to the related Certificateholders pursuant
to
Section 9.01(c)), in each case plus accrued and unpaid interest thereon at
the
weighted average of the Mortgage Rates through the end of the Due Period
preceding the final Distribution Date plus xxxxxxxxxxxx X&X Advances,
Servicing Advances and Servicing Fees allocable to such Mortgage Loans and
REO
Properties and any Swap Termination payment payable to the Swap Provider (the
“Termination Price”), (ii) the purchase by the Winning Bidder of all of the
Mortgage Loans (and REO Properties) after a Successful Auction is conducted
pursuant to Section 9.03 and the related auction proceeds are distributed
pursuant to Section 4.01 and (iii) the final payment or other liquidation (or
any advance with respect thereto) of the last Mortgage Loan or related REO
Property remaining in REMIC I; provided, however, that in no event shall the
trust created hereby continue beyond the earlier of (a) the expiration of 21
years from the death of the last survivor of the descendants of Xxxxxx X.
Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx,
living on the date hereof and (b) the Latest Possible Maturity Date (as defined
in the Preliminary Statement).
Notwithstanding
anything set forth herein to the contrary (including, without limitation, in
Section 9.03), the right to purchase all Mortgage Loans and REO Properties
by
the Terminator or the Winning Bidder pursuant to clause (i) or clause (ii)
of
the immediately preceding paragraph, as the case may be, shall be conditioned
upon (1) the aggregate Stated Principal Balance of the Mortgage Loans, and
each
REO Property remaining in the Trust Fund at the time of such election is reduced
to less than 10% of the aggregate Stated Principal Balance of the Mortgage
Loans
as of the Cut-off Date, (2) the purchase price for the Mortgage Loans and REO
Properties shall result in the payment of all interest accrued on, as well
as
amounts necessary to retire the principal balance of, each class of notes issued
pursuant to the Indenture, (3) only in case of a purchase by the Terminator
pursuant to clause (i) of the immediately preceding paragraph, the absence
of a
request for an auction, or the absence of a Successful Auction, of the Mortgage
Loans and REO Properties pursuant to Section 9.03.
By
acceptance of a Residual Certificate, the Holders of the Residual Certificates
agree, in connection with any termination hereunder, to assign and transfer
any
amounts in excess of par, and to the extent received in respect of such
termination, to pay any such amounts to the Holders of the Class CE-1
Certificates.
Notwithstanding
anything provided herein to the contrary, following a Successful Auction or
the
exercise by the Terminator of its option to purchase the Mortgage Loans and
REO
Properties, the Servicing Rights Owner shall retain any and all related
Servicing Rights.
(b) Notice
of
the liquidation of any Certificates shall be given promptly by the Trust
Administrator by letter to the related Certificateholders mailed (a) in the
event such notice is given in connection with the purchase of the Mortgage
Loans
and each related REO Property remaining in REMIC I by the Terminator, not
earlier than the 15th day and
not later
than the 25th
day of the month next preceding the month of the final distribution on the
related Certificates or (b) otherwise during the month of such final
distribution on or before the Determination Date in such month, in each case
specifying (i) the Distribution Date upon which REMIC I will terminate and
final
payment of the Certificates and will be made upon presentation and surrender
of
the Certificates at the office of the Trust Administrator therein designated,
(ii) the amount of any such final payment, (iii) that no interest shall accrue
in respect of the Certificates from and after the Interest Accrual Period
relating to the final Distribution Date therefor and (iv) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments
being
made only upon presentation and surrender of the Certificates at the office
of
the Trust Administrator. In the event such notice is given in connection with
the purchase of all of the Mortgage Loans and each REO Property remaining in
REMIC I by the Terminator, the Terminator shall deliver to the Trust
Administrator (as set forth in Section 9.01(d)), for deposit in the Distribution
Account an amount in immediately available funds equal to the Termination Price.
The Trust Administrator shall remit to the Servicer from such funds deposited
in
the Distribution Account (i) any amounts which the Servicer would be permitted
to withdraw and retain from the Collection Account pursuant to Section 3.11
and
(ii) any other amounts otherwise payable by the Trust Administrator to the
Servicer from amounts on deposit in the Distribution Account pursuant to the
terms of this Agreement, in each case prior to making any final distributions
pursuant to Section 9.01(d) below. Upon certification to the Trust Administrator
by a Servicing Officer of the making of such final deposit, the Trust
Administrator shall promptly release or cause to be released to the related
Terminator the Mortgage Files for the remaining Mortgage Loans and the Trustee
shall execute all assignments, endorsements and other instruments delivered
to
it which are necessary to effectuate such transfer.
(c) Upon
receipt of notice by the Trust Administrator of the presentation of the
Certificates by the Certificateholders on the related final Distribution Date
to
the Trust Administrator, the Trust Administrator shall distribute to each
Certificateholder so presenting and surrendering its Certificates the amount
otherwise distributable on such Distribution Date in accordance with Section
4.01 in respect of the Certificates so presented and surrendered. Any funds
not
distributed to any Holder or Holders of Certificates being retired on such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust by the
Trust Administrator and credited to the account of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given
pursuant to this Section 9.01 shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Trust
Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order
to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trust Administrator shall, directly or through an agent,
mail
a final notice to remaining related non-tendering Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining the
funds
in trust and of contacting such Certificateholders shall be paid out of the
assets remaining in the trust funds. If within one year after the final notice
any such Certificates shall not have been surrendered for cancellation, the
Trust Administrator shall pay to Citigroup Global Markets Inc. all such amounts,
and all rights of non-tendering Certificateholders in or to such amounts shall
thereupon cease. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust by the Trust Administrator as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Immediately
following the deposit of funds in trust hereunder in respect of each of the
Certificates the Trust Fund shall terminate.
(d) In
connection with any optional termination pursuant to Section 9.01(a) or auction
pursuant to Section 9.03, four Business Days prior to the final Distribution
Date specified in the notice required pursuant to Section 9.01(b), the Trust
Administrator shall, no later than 4:00 pm New York City time on such day,
request in writing (in accordance with the applicable provision of the Interest
Rate Swap Agreement) from the Swap Provider the amount of the Estimated
Swap Termination Payment. The Swap Provider shall, no later than 2:00
pm on the following Business Day, send notice in writing (which may be done
in
electronic format) to the Trust Administrator of the amount of the Estimated
Swap Termination Payment; the Trust Administrator shall promptly on the same
day
notify the Terminator or the Winning Bidder, as applicable, of the amount of
the
Estimated Swap Termination Payment.
No
later
than three (3) Business Days prior to the final Distribution Date specified
in
the notices required pursuant to Sections 9.01(b), (x) the Terminator or the
Winning Bidder, as applicable, shall, no later than 1:00 pm (New York
City time) on such day, deliver to the Trust Administrator and the Trust
Administrator shall deposit funds in the Distribution Account in an amount
equal
to the Termination Price or the bid amount, as applicable (which amount shall
be
based on the Estimated Swap Termination Payment) and (y) if the Trust
Administrator shall have determined that the all of the requirements for
termination of the Trust Fund have been met, including without limitation the
deposit required pursuant to the immediately preceding clause (x) as well as
the
requirements specified in Section 9.01(c), then the Trust Administrator shall,
on the same Business Day, provide written notice to the Terminator or the
Winning Bidder, as applicable, the Trustee and the Swap Provider confirming
(a)
its receipt of the Termination Price or the bid amount, as applicable (which
shall be based on the Estimated Swap Termination Payment), and (b) that all
other requirements of the termination of the Trust Fund have been met (the
“Optional Termination Notice”). Upon the delivery of the Optional
Termination Notice by the Trust Administrator pursuant to the preceding
sentence, (i) the optional termination shall become irrevocable, (ii) the notice
to Certificateholders of such optional termination provided pursuant to Section
9.01(c) shall become unrescindable, (iii) the Swap Provider shall determine
the
Swap Termination Payment in accordance with the Interest Rate Swap Agreement
(which shall not exceed the Estimated Swap Termination Payment), and (iv) the
Swap Provider shall provide to the Trust Administrator written notice of the
amount of the Swap Termination Payment not later than two (2) Business Days
prior to the final Distribution Date specified in the notices required pursuant
to Sections 9.01(c).
|
SECTION
9.02
|
Additional
Termination Requirements.
|
(a) In
the
event that the Terminator purchases all the Mortgage Loans and each REO
Property, REMIC I shall be terminated, in each case in accordance with the
following additional requirements (or in connection with the final payment
on or
other liquidation of the last Mortgage Loan or REO Property remaining in REMIC
I, the additional requirement specified in clause (i) below):
(i) The
Trust
Administrator shall specify the first day in the 90-day liquidation period
in a
statement attached to REMIC I’s final Tax Return pursuant to Treasury regulation
Section 1.860F-1, and such termination shall satisfy all requirements of a
qualified liquidation under Section 860F of the Code and any regulations
thereunder, as evidenced by an Opinion of Counsel obtained at the expense of
the
Servicer;
(ii) During
such 90-day liquidation period, and at or prior to the time of making of the
final payment on the Certificates, the Trustee shall sell all of the assets
of
REMIC I to the Terminator for cash; and
(iii) At
the
time of the making of the final payment on the related Certificates, the Trust
Administrator shall distribute or credit, or cause to be distributed or
credited, to the Holders of the Class R Certificates all cash on hand in REMIC
I
(other than cash retained to meet claims), and REMIC I shall terminate at that
time.
(b) At
the
expense of the Terminator (or in the event of termination under Section
9.01(a)(ii), at the expense of the Servicer), the Trust Administrator shall
prepare or cause to be prepared the documentation required in connection with
the adoption of a plan of liquidation of REMIC I pursuant to this Section
9.02.
(c) By
their
acceptance of Certificates, the Holders thereof hereby agree to authorize the
Trust Administrator to specify the 90-day liquidation period for REMIC I which
authorization shall be binding upon all successor
Certificateholders.
|
SECTION
9.03
|
Auction
of the Mortgage Loans and REO
Properties.
|
(a) On
or
after the Optional Termination Date, the Directing Holder may, by written
instruction, direct the Trust Administrator to solicit bids in a commercially
reasonable manner from Qualified Bidders for the purchase of the Mortgage Loans
and any REO Properties owned by the Trust Fund. The Directing Holder
shall provide written notice to the Trust Administrator no later than the 1st day of
the
calendar month in which such auction is to be conducted. Any such
direction by the Directing Holder shall (i) be made in writing and (ii) include
contact information for the Directing Holder. Upon receipt of any
direction from the Directing Holder meeting the requirements of the immediately
preceding sentence, the Trust Administrator shall commence the auction process
described in this Section 9.03. The Trust Administrator may engage a
financial advisor in order to perform any of the duties of the Trust
Administrator specified in Section 9.03. To effectuate such sale, the
Trust Administrator (or such financial advisor) shall follow the procedures
specified in Section 9.03(b) below. The Trust Administrator shall
facilitate the sale of the assets in the Trust Fund to the Winning Bidder so
long as the Trust Administrator (or any financial advisor on its behalf) has
received at least three bids from Qualified Bidders and at least one such bid
is
at least equal to the Acceptable Bid Amount. In the event the auction
is not a Successful Auction and to the extent that the Terminator has not
exercised its right to purchase the Mortgage Loans and REO Properties pursuant
to Section 9.01, the Trust Administrator may repeat this process periodically
(thereafter as directed by the Directing Holder) until a Successful Auction
is
conducted but in any event no more than three Auctions shall be
conducted. The Trust Administrator shall be reimbursed for its
reasonable costs, including expenses associated with engaging any financial
advisor, from the Directing Holder if the auction is not a Successful Auction,
and, if the auction is a Successful Auction, from the proceeds of the auction
before the proceeds are distributed to Certificateholders.
(b) The
Trust
Administrator (or any financial advisor on its behalf) shall solicit bids for
the purchase of assets owned by the Trust Fund as provided in Section 9.03(a)
not later than two Business Days following receipt of the Directing Holder’s
written instruction by contacting by telephone or in writing at least three
Qualified Bidders and requesting that each Qualified Bidder bid on the Mortgage
Loans and REO Properties owned by the Trust Fund (on a non-recourse basis with
no representations or warranties of any nature whatsoever made by the Trust
Administrator (or such financial advisor)) and providing to the Qualified Bidder
any information relating to the Mortgage Loans and REO Properties owned by
the
Trust Fund reasonably requested by such Qualified Bidder, subject to the
Qualified Bidder’s written agreement not to use such information in the purchase
or sale of Certificates (it being understood no Qualified Bidder shall be
obligated to submit a bid or take any other action in connection with any
auction) and the Trust Administrator shall not incur any liability for any
information provided to the Qualified Bidder under the terms of this
Section. At 1:00 p.m. New York time on the second Business Day after
the date on which bids are last solicited (such second day, the “Bid
Determination Date”), the Trust Administrator (or any financial advisor on its
behalf) shall determine the highest bid based on the bids received by the Trust
Administrator (or any financial advisor on its behalf) on or before such time.
The Trust Administrator shall advise each Qualified Bidder that any bid
submitted by it shall include the amount of any Swap Termination Payment owed
to
the Swap Provider.
(c) If
the
highest of the bids that are submitted by Qualified Bidders is less than the
Minimum Auction Amount, the Trust Administrator shall promptly inform the
Directing Holder of the amount of the shortfall and indicate that the Directing
Holder must notify the Trust Administrator within 24 hours whether it will
contribute the amount of such difference (such difference being the “Auction
Supplement Amount”) so that the auction will be a Successful
Auction. If the highest of the bids that are submitted by Qualified
Bidders is equal to or greater than the Minimum Auction Amount, or if the
Directing Holder notifies the Trust Administrator within 24 hours of its receipt
of notice as described in the previous sentence that it will contribute the
Auction Supplement Amount, then the Trust Administrator (or any financial
advisor on its behalf) shall notify promptly (but in any event no later than
3:00 p.m. New York time on the Business Day following the Bid Determination
Date) the Winning Bidder that its bid was the highest bid and shall provide
wiring instructions for payment of the bid amount into the Distribution Account
by 12:00 p.m. New York time on the second Business Day following the Bid
Determination Date and, if applicable, provide the Directing Holder with wiring
instructions for payment of the Auction Supplement Amount into the Distribution
Account by such time.
(d) If
such
Winning Bidder does not wire the bid amount so that it is received in the
Distribution Account in immediately available funds by 12:00 p.m. New York
time
on the second Business Day following the Bid Determination Date, the Trust
Administrator shall repeat the process specified in the preceding paragraph
with
respect to the second highest bid, but only if such bid is at least the Minimum
Auction Amount or the Directing Holder agrees to pay the new Auction Supplement
Amount. If no other bids are available to be accepted pursuant to the
preceding sentence, or if the amount remitted by the Winning Bidder plus any
Auction Supplement Amount remitted by the Directing Holder is less than the
Minimum Auction Amount, then the auction shall be considered to have failed
for
all purposes.
(e) In
the
event of a Successful Auction and so long as the Winning Bidder has wired its
bid amount (and the Directing Holder has wired any Auction Supplement Amount,
if
applicable) to the Distribution Account as provided above, then the Trustee
shall promptly convey to the Winning Bidder the Mortgage Loans and REO
Properties owned by the Trust Fund. The Servicer shall remit to the
Distribution Account from the Collection Account, on the Business Day prior
to
the Distribution Date on which final distribution on the Certificates is
required to be paid under this Agreement, all amounts on deposit in the
Collection Account, net of any amounts permitted to be withdrawn pursuant to
Section 3.11(a) and amounts owing to the Trust Administrator in reimbursement
of
its reasonable costs, including expenses associated with engaging any financial
advisor, incurred in connection with the auction process. Such
amounts owed to the Trust Administrator shall be withdrawn from the Collection
Account.
(f) Any
amount paid by the Winning Bidder in excess of the Minimum Auction Amount shall
be distributed by the Trust Administrator pro rata to the Class CE-1
Certificates on the Distribution Date on which the final distribution on the
Certificates is made.
(g) The
Terminator may purchase the Mortgage Loans and REO Properties owned by the
Trust
Fund for its own account pursuant to Section 9.01 only if the Directing Holder
chooses not to request an auction as described above or if the immediately
preceding auction is unsuccessful.
(h) If
the
Directing Holder pays any Auction Supplement Amount pursuant to Section 9.03(c),
on the final Distribution Date any amounts to be distributed to the Class CE-1
Certificates pursuant to Section 4.01 will be distributed as follows, first
to
the Directing Holder, in an amount up to the Auction Supplement Amount and
second to the Class CE-1 Certificates, pro rata, based on
entitlement. For federal income tax purposes, the Auction Supplement
Amount so distributed shall be deemed paid pro rata to the Class CE-1
Certificates, and the portion of such amounts deemed distributed to holders
of
the Class CE-1 Certificates other than the Directing Holder shall be deemed
paid
from such other holders to the Directing Holder.
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 Trustee on Form 1066 or other appropriate federal tax or information
return or any appropriate state return for the taxable year ending on the last
day of the calendar year in which the Certificates are issued. For the purposes
of the REMIC election in respect of REMIC I, the REMIC I Regular Interests
shall
be designated as the Regular Interests in REMIC I and the Class R-I Interest
shall be designated as the Residual Interest in REMIC I. The REMIC II Regular
Interests shall be designated as the Regular Interests in REMIC II and the
Class
R-II Interest shall be designated as the Residual Interest in REMIC
II. The Floating Rate Certificates (exclusive of any right to receive
distributions from or obligation to make payments to the Net WAC Rate Carryover
Reserve Account in respect of the Net WAC Rate Carryover Amount, the Cap Account
or the Swap Account), the Class CE-1 Interest, the Class CE-2 Interest and
the
Class P Interest shall be designated as the Regular Interests in REMIC III
and
the Class R-III Interest shall be designated as the Residual Interest in REMIC
III. The Class CE-1 Certificates (exclusive of any right to receive
distributions from or obligation to make payments to the Net WAC Rate Carryover
Reserve Account in respect of the Net WAC Rate Carryover Amount or the Swap
Account) shall be designated as the Regular Interests in REMIC IV and the Class
R-IV Interest shall be designated as the Residual Interest in REMIC
IV. The Class CE-2 Certificates shall be designated as the Regular
Interests in REMIC V and the Class R-V Interest shall be designated as the
Residual Interest in REMIC V. The Class P Certificates shall be
designated as the Regular Interests in REMIC VI and the Class R-VI Interest
shall be designated as the Residual Interest in REMIC VI. The SWAP IO
Interest shall be designated as the Regular Interests in REMIC VII and the
Class
R-VII Interest shall be designated as the Residual Interest in REMIC
VII. Neither the Trustee nor the Trust Administrator shall permit the
creation of any “interests” in any Trust REMIC (within the meaning of Section
860G of the Code) other than the REMIC Regular Interests and the interests
represented by the Certificates.
(b) The
Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
created hereunder within the meaning of Section 860G(a)(9) of the
Code.
(c) The
Trust
Administrator shall pay any and all expenses relating to any tax audit of the
Trust Fund (including, but not limited to, any professional fees or any
administrative or judicial proceedings with respect to any Trust REMIC that
involve the Internal Revenue Service or state tax authorities), and shall be
entitled to reimbursement from the Trust therefor to the extent permitted under
Section 8.05. The Trust Administrator, as agent for any Trust REMIC’s tax
matters person, shall (i) act on behalf of the Trust Fund in relation to any
tax
matter or controversy involving any Trust REMIC and (ii) represent the Trust
Fund in any administrative or judicial proceeding relating to an examination
or
audit by any governmental taxing authority with respect thereto. The holder
of
the largest Percentage Interest of the Residual Certificates shall be
designated, in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
matters person of the related REMIC created hereunder. By its acceptance
thereof, the holder of the largest Percentage Interest of the Residual
Certificates hereby agrees to irrevocably appoint the Trust Administrator or
an
Affiliate as its agent to perform all of the duties of the tax matters person
for the Trust Fund.
(d) The
Trust
Administrator shall prepare and the Trustee at the direction of the Trust
Administrator shall sign and the Trust Administrator shall file all of the
Tax
Returns in respect of the REMIC created hereunder. The expenses of preparing
and
filing such returns shall be borne by the Trust Administrator without any right
of reimbursement therefor. The Servicer shall provide on a timely
basis to the Trust Administrator or its designee such information with respect
to the assets of the Trust Fund as is in its possession and reasonably required
by the Trust Administrator to enable it to perform its obligations under this
Article.
(e) The
Trust
Administrator shall perform on behalf of any Trust REMIC all reporting and
other
tax compliance duties that are the responsibility of the REMIC under the Code,
the REMIC Provisions or other compliance guidance issued by the Internal Revenue
Service or any state or local taxing authority including the filing of Form
8811
with the Internal Revenue Service within 30 days following the Closing Date.
Among its other duties, as required by the Code, the REMIC Provisions or other
such compliance guidance, the Trust Administrator shall provide (i) to any
Transferor of a Residual Certificate such information as is necessary for the
application of any tax relating to the transfer of a Residual Certificate to
any
Person who is not a Permitted Transferee, (ii) to the Certificateholders such
information or reports as are required by the Code or the REMIC Provisions
including reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption as required) and (iii)
to
the Internal Revenue Service the name, title, address and telephone number
of
the person who will serve as the representative of any Trust
REMIC. The Servicer shall provide on a timely basis to the Trust
Administrator such information with respect to the assets of the Trust Fund,
including, without limitation, the Mortgage Loans, as is in its possession
and
reasonably required by the Trust Administrator to enable it to perform its
obligations under this subsection. In addition, the Depositor shall provide
or
cause to be provided to the Trust Administrator, within ten (10) days after
the
Closing Date, all information or data that the Trust Administrator reasonably
determines to be relevant for tax purposes as to the valuations and issue prices
of the Certificates, including, without limitation, the price, yield, Prepayment
Assumption and projected cash flow of the Certificates.
(f) The
Trustee, the Master Servicer, the Trust Administrator, the Servicer and the
Holders of Certificates shall take such action or cause the Trust REMIC to
take
such action as shall be necessary to create or maintain the status thereof
as a
REMIC under the REMIC Provisions. The Trustee, the Trust Administrator, the
Master Servicer and the Servicer shall not take any action or cause the Trust
Fund to take any action or fail to take (or fail to cause to be taken) any
action that, under the REMIC Provisions, if taken or not taken, as the case
may
be, could (i) endanger the status of each Trust REMIC as a REMIC or (ii) result
in the imposition of a tax upon the Trust Fund (including but not limited to
the
tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
and
the tax on contributions to a REMIC set forth in Section 860G(d) of the Code)
(either such event, an “Adverse REMIC Event”) unless the Trustee has received an
Opinion of Counsel, addressed to the Trustee and the Trust Administrator (at
the
expense of the party seeking to take such action but in no event at the expense
of the Trustee or the Trust Administrator) to the effect that the contemplated
action will not, with respect to any Trust REMIC, endanger such status or result
in the imposition of such a tax, nor shall the Servicer take or fail to take
any
action (whether or not authorized hereunder) as to which the Trustee or the
Trust Administrator has advised it in writing that it has received an Opinion
of
Counsel to the effect that an Adverse REMIC Event could occur with respect
to
such action; provided that the Servicer may conclusively rely on such Opinion
of
Counsel and shall incur no liability for its action or failure to act in
accordance with such Opinion of Counsel. In addition, prior to taking any action
with respect to any Trust REMIC or the respective assets of each, or causing
any
Trust REMIC to take any action, which is not contemplated under the terms of
this Agreement, the Servicer will consult with the Trustee, the Master Servicer
and the Trust Administrator or their designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur with respect
to
any Trust REMIC and the Servicer shall not take any such action or cause any
Trust REMIC to take any such action as to which the Trustee, the Master Servicer
or the Trust Administrator has advised it in writing that an Adverse REMIC
Event
could occur; provided that the Servicer may conclusively rely on such writing
and shall incur no liability for its action or failure to act in accordance
with
such writing. The Trust Administrator, the Master Servicer 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, the Master
Servicer or the Trust Administrator. At all times as may be required
by the Code, the Trustee, the Trust Administrator and the Servicer will ensure
that substantially all of the assets of REMIC I will consist of “qualified
mortgages” as defined in Section 860G(a)(3) of the Code and “permitted
investments” as defined in Section 860G(a)(5) of the Code, to the extent such
obligations are within the Trustee’s, Trust Administrator’s or Servicer’s, as
applicable, control and not otherwise inconsistent with the terms of this
Agreement.
(g) In
the
event that any tax is imposed on “prohibited transactions” of the REMIC created
hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
foreclosure property” of the REMIC as defined in Section 860G(c) of the Code, on
any contributions to the REMIC after the Startup Day therefor pursuant to
Section 860G(d) of the Code, or any other tax is imposed by the Code or any
applicable provisions of state or local tax laws, such tax shall be charged
(i)
to the Trust Administrator pursuant to Section 10.03 hereof, if such tax arises
out of or results from a breach by the Trust Administrator of any of its
obligations under this Article X, (ii) to the Trustee pursuant to Section 10.03
hereof, if such tax arises out of or results from a breach by the Trustee of
any
of its obligations under this Article X, (iii) to the 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, Article IIIA
or
this Article X, (iv) to the Servicer pursuant to Section 10.03 hereof, if such
tax arises out of or results from a breach by the Servicer of any of its
obligations under Article III or this Article X, or otherwise (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 Servicer, 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, the Master Servicer or the Servicer shall
enter into any arrangement by which any Trust REMIC will receive a fee or other
compensation for services nor permit either such REMIC to receive any income
from assets other than “qualified mortgages” as defined in Section 860G(a)(3) of
the Code or “permitted investments” as defined in Section 860G(a)(5) of the
Code.
|
SECTION
10.02
|
Prohibited
Transactions and Activities.
|
None
of
the Depositor, the Master Servicer, the Servicer, the Trust Administrator or
the
Trustee shall sell, dispose of or substitute for any of the Mortgage Loans
(except in connection with (i) the foreclosure of a Mortgage Loan, including
but
not limited to, the acquisition or sale of a Mortgaged Property acquired by
deed
in lieu of foreclosure, (ii) the bankruptcy of any Trust REMIC, (iii) the
termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv)
a
substitution pursuant to Article II of this Agreement or (v) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire
any
assets for any Trust REMIC (other than REO Property acquired in respect of
a
defaulted Mortgage Loan), nor sell or dispose of any investments in the
Collection Account or the Distribution Account for gain, nor accept any
contributions to any Trust REMIC after the Closing Date (other than a Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.03), unless
it
has received an Opinion of Counsel, addressed to the Trustee and the Trust
Administrator (at the expense of the party seeking to cause such sale,
disposition, substitution, acquisition or contribution but in no event at the
expense of the Trustee or the Trust Administrator) that such sale, disposition,
substitution, acquisition or contribution will not (a) affect adversely the
status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject
to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC
Provisions.
|
SECTION
10.03
|
Servicer,
Master Servicer, Trustee and Trust Administrator
Indemnification.
|
(a) The
Trust
Administrator agrees to indemnify the Trust Fund, the Depositor, the Master
Servicer, the Servicer and the Trustee for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by
the
Trust Fund, the Depositor, the Master Servicer, the Servicer or the Trustee
as a
result of a breach of the Trust Administrator’s covenants set forth in this
Article X.
(b) The
Servicer agrees to indemnify the Trust Fund, the Depositor, the Master Servicer,
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 Master Servicer, the Trust Administrator or
the
Trustee, as a result of a breach of the Servicer’s covenants set forth in
Article III (other than Section 3.20 or Section 3.21) or this Article
X.
(c) The
Trustee agrees to indemnify the Trust Fund, the Depositor, the Master Servicer,
the Trust Administrator and the Servicer for any taxes and costs including,
without limitation, any reasonable attorneys’ fees imposed on or incurred by the
Trust Fund, the Depositor, the Master Servicer, the Trust Administrator or
the
Servicer, as a result of a breach of the Trustee’s covenants set forth in this
Article X.
(d) The
Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Servicer,
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 Servicer, the Trust Administrator or the Trustee,
as a result of a breach of the Master Servicer’s covenants set forth in Article
III (other than Section 3.20 or Section 3.21) 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 Servicer, the Trustee and the Trust Administrator without the
consent of any of the Certificateholders, (i) to cure any ambiguity or defect,
(ii) to correct, modify or supplement any provisions herein (including to give
effect to the expectations of Certificateholders) or (iii) to make any other
provisions with respect to matters or questions arising under this Agreement
which shall not be inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by either (a) an Opinion of Counsel
delivered to the Master Servicer, 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 Master Servicer, 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 Servicer, the Trustee and the Trust Administrator with the consent
of the Holders of Certificates entitled to at least 66% of the Voting Rights
for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Holders of Certificates; provided, however, that no such amendment shall
(i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates (as evidenced by either (i) an Opinion of Counsel
delivered to the Master Servicer, the Trustee and Trust Administrator or (ii)
written notice to the Depositor, the Master Servicer, the Servicer, the Trustee
and the Trust Administrator from the Rating Agencies that such action will
not
result in the reduction or withdrawal of the rating of any outstanding Class
of
Certificates with respect to which it is a Rating Agency) in a manner, other
than as described in (i), without the consent of the Holders of Certificates
of
such Class evidencing at least 66% of the Voting Rights allocated to such Class,
or (iii) modify the consents required by the immediately preceding clauses
(i)
and (ii) without the consent of the Holders of all Certificates then
outstanding. Notwithstanding any other provision of this Agreement, for purposes
of the giving or withholding of consents pursuant to this Section 11.01,
Certificates registered in the name of the Depositor, the Master Servicer or
the
Servicer or any Affiliate thereof shall be entitled to Voting Rights with
respect to matters affecting such Certificates.
Notwithstanding
any contrary provision of this Agreement, neither the Trustee nor the Trust
Administrator shall consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel to the effect that such amendment
will
not result in the imposition of any tax on any Trust REMIC pursuant to the
REMIC
Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time
that any Certificates are outstanding.
Prior
to
executing any amendment pursuant to this Section, the Master Servicer, the
Trustee and the Trust Administrator shall be entitled to receive an Opinion
of
Counsel (provided by the Person requesting such amendment) to the effect that
such amendment is authorized or permitted by this Agreement.
Notwithstanding
any of the other provisions of this Section 11.01, none of the parties to this
Agreement shall enter into any amendment to this Agreement that could reasonably
be expected to have a material adverse effect on the interests of the
Swap Provider hereunder (excluding, for the avoidance of doubt, any amendment
to
this Agreement that is entered into solely for the purpose of appointing a
successor servicer or trustee) without the prior written consent of the Swap
Provider, which consent shall not be unreasonably withheld, conditioned or
delayed.
Promptly
after the execution of any such amendment the Trust Administrator shall furnish
a copy of such amendment to each Certificateholder.
It
shall
not be necessary for the consent of Certificateholders under this Section 11.01
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner
of
obtaining such consents and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable regulations
as
the Trust Administrator may prescribe.
The
cost
of any Opinion of Counsel to be delivered pursuant to this Section 11.01 shall
be borne by the Person seeking the related amendment, but in no event shall
such
Opinion of Counsel be an expense of the Trustee or the Trust
Administrator.
Notwithstanding
the foregoing, each of the Trustee and Trust Administrator may, but shall not
be
obligated to enter into any amendment pursuant to this Section that affects
its
rights, duties and immunities under this Agreement or otherwise.
|
SECTION
11.02
|
Recordation
of Agreement; Counterparts.
|
To
the
extent permitted by applicable law, this Agreement is subject to recordation
in
all appropriate public offices for real property records in all the counties
or
other comparable jurisdictions in which any or all of the properties subject
to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer at the expense
of
the Certificateholders, but only upon direction of Certificateholders
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the
Certificateholders.
For
the
purpose of facilitating the recordation of this Agreement as herein provided
and
for other purposes, this Agreement may be executed simultaneously in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same
instrument.
|
SECTION
11.03
|
Limitation
on Rights of Certificateholders.
|
The
death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
No
Certificateholder shall have any right to vote (except as expressly provided
for
herein) or in any manner otherwise control the operation and management of
the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the terms of any of the Certificates, be construed
so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to
any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
No
Certificateholder shall have any right by virtue of any provision of this
Agreement to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Agreement, unless (i) such Holder previously
shall have given to the Trustee and Trust Administrator a written notice of
default and of the continuance thereof, as hereinbefore provided, and (ii)
the
Holders of Certificates entitled to at least 25% of the Voting Rights shall
have
made written request upon the Trustee and the Trust Administrator to institute
such action, suit or proceeding in its own name as Trustee or Trust
Administrator hereunder and shall have offered to the Trustee or the Trust
Administrator, as applicable, such indemnity satisfactory to it against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee or the Trust Administrator, for 15 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding. It is understood and intended,
and expressly covenanted by each Certificateholder with every other
Certificateholder, the Trustee and the Trust Administrator, that no one or
more
Holders of Certificates shall have any right in any manner whatsoever by virtue
of any provision of this Agreement to affect, disturb or prejudice the rights
of
the Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder,
the Trustee and the Trust Administrator shall be entitled to such relief as
can
be given either at law or in equity.
|
SECTION
11.04
|
Governing
Law.
|
This
Agreement shall be construed in accordance with the laws of the State of New
York and the obligations, rights and remedies of the parties hereunder shall
be
determined in accordance with such laws.
|
SECTION
11.05
|
Notices.
|
All
directions, demands and notices hereunder shall be sent (i) via facsimile (with
confirmation of receipt) or (ii) in writing and shall be deemed to have been
duly given when received if personally delivered at or mailed by first class
mail, postage prepaid, or by express delivery service or delivered in any other
manner specified herein, to (a) in the case of the Depositor, 000 Xxxxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Finance Group (telecopy
number (000) 000-0000), or such other address or telecopy number as may
hereafter be furnished to the Master Servicer, the Servicer, the Trust
Administrator and the Trustee in writing by the Depositor, (b) in the case
of
the Servicer, 0000 Xxxx & Xxxxxxx Xxxx, 00xx Xxxxx,
Xxxxxx,
Xxxxxxxxxx 00000, Attention: General Counsel (telecopy number: (000) 000-0000),
or such other address or telecopy number as may hereafter be furnished to the
Servicer, the Master Servicer, the Trustee, the Trust Administrator and the
Depositor in writing by the Servicer, (c) in the case of the Backup Servicer,
000 Xxxxxxxxxxx Xxx, Xxxx Xxxxxx, Xxxxxxxxxx, Attention: Xxxx Xxxx (telecopy
number (000) 000-0000) or such other address or telecopy number as may hereafter
be furnished to the Servicer, the Master Servicer, the Trustee, the Trust
Administrator and the Depositor in writing by the Backup Servicer, (e) in the
case of the Master Servicer or the Trust Administrator, Xxxxx Fargo Bank, N.A.,
X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000, Attention: Client Manager – CMLTI
2007-AMC4 (telecopy (000) 000-0000), with a copy to Xxxxx Fargo Bank, N.A.,
0000
Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, 00000, Attention: Client Manager – CMLTI
2007-AMC4 (telecopy number (000) 000-0000), with a copy to Xxxxx Fargo Bank,
N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: Corporate Trust Services – CMLTI 2007-AMC4 or such other address or
telecopy number as may hereafter be furnished to the Trustee, the Servicer
and
the Depositor in writing by the Trust Administrator or Master Servicer and
(f)
in the case of the Trustee, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx,
0xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Structured Finance/CMLTI
2007-AMC4 (telecopy number (000) 000-0000), or such other address or telecopy
number as may hereafter be furnished to the Master Servicer, the Servicer,
the
Trust Administrator and the Depositor in writing by the Trustee. Any notice
required or permitted to be given to a Certificateholder shall be given by
first
class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given when mailed,
whether or not the Certificateholder receives such notice. A copy of any notice
required to be telecopied hereunder also shall be mailed to the appropriate
party in the manner set forth above.
|
SECTION
11.06
|
Severability
of Provisions.
|
If
any
one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Holders thereof.
|
SECTION
11.07
|
Notice
to Rating Agencies.
|
The
Trust
Administrator shall use its best efforts promptly to provide notice to the
Rating Agencies, and the Servicer shall use its best efforts promptly to provide
notice to the Trust Administrator, with respect to each of the following of
which the Trust Administrator or the Servicer, as applicable, has actual
knowledge:
1. Any
material change or amendment to this Agreement;
2. The
occurrence of any Servicer Event of Default or Master Servicer Event of Default
that has not been cured or waived;
3. The
resignation or termination of the Servicer, the Master Servicer, the Trust
Administrator or the Trustee;
4. The
repurchase or substitution of Mortgage Loans pursuant to or as contemplated
by
Section 2.03;
5. The
final payment to the Holders of any Class of Certificates;
6. Any
change in the location of the Collection Account or the Distribution
Account;
7. Any
event that would result in the inability of the Master Servicer, were it to
succeed as Servicer, to make advances regarding delinquent Mortgage Loans;
and
8. The
filing of any claim under the Servicer’s blanket bond and errors and omissions
insurance policy required by Section 3.14 or the cancellation or material
modification of coverage under any such instrument.
In
addition, the Trust Administrator shall make available to the Rating Agencies
copies of each report to Certificateholders described in Section 4.02 and the
Master Servicer, as required pursuant to Section 3.20 and Section 3.21, shall
promptly make available to the Rating Agencies copies of the
following:
1. Each
annual statement as to compliance described in Section 3.20; and
2. Each
annual independent public accountants’ servicing report described in Section
3.21.
Any
such
notice pursuant to this Section 11.07 shall be in writing and shall be deemed
to
have been duly given if personally delivered at or mailed by first class mail,
postage prepaid, or by express delivery service to Standard & Poor’s Ratings
Services, a division of the XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 and to Moody’s at 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, or such other addresses as the Rating Agencies may designate in writing
to the parties hereto.
|
SECTION
11.08
|
Article
and Section References.
|
All
article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.
|
SECTION
11.09
|
Grant
of Security Interest.
|
It
is the
express intent of the parties hereto that the conveyance of the Mortgage Loans
by the Depositor to the Trustee be, and be construed as, a sale of the Mortgage
Loans by the Depositor and not a pledge of the Mortgage Loans by the Depositor
to secure a debt or other obligation of the Depositor. However, in the event
that, notwithstanding the aforementioned intent of the parties, the Mortgage
Loans are held to be property of the Depositor, then, (a) it is the express
intent of the parties that such conveyance be deemed a pledge of the Mortgage
Loans by the Depositor to the Trustee to secure a debt or other obligation
of
the Depositor and (b)(1) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the Uniform Commercial
Code
as in effect from time to time in the State of New York; (2) the conveyance
provided for in Section 2.01 hereof shall be deemed to be a grant by the
Depositor to the Trustee of a security interest in all of the Depositor’s right,
title and interest in and to the Mortgage Loans and all amounts payable to
the
holders of the Mortgage Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or invested
in the Collection Account and the Distribution Account, whether in the form
of
cash, instruments, securities or other property; (3) the obligations secured
by
such security agreement shall be deemed to be all of the Depositor’s obligations
under this Agreement, including the obligation to provide to the
Certificateholders the benefits of this Agreement relating to the Mortgage
Loans
and the Trust Fund; and (4) notifications to persons holding such property,
and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
Accordingly, the Depositor hereby grants to the Trustee a security interest
in
the Mortgage Loans and all other property described in clause (2) of the
preceding sentence, for the purpose of securing to the Trustee the performance
by the Depositor of the obligations described in clause (3) of the preceding
sentence. Notwithstanding the foregoing, the parties hereto intend the
conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
sale of the Mortgage Loans and assets constituting the Trust Fund by the
Depositor to the Trustee.
|
SECTION
11.10
|
Third
Party Rights.
|
With
respect to Section 4.09, the Interest Rate Cap Provider shall be deemed a
third-party beneficiary of this Agreement to the same extent as if it were
a
party hereto, and shall have the right to enforce the provisions of this
Agreement. The Swap Provider shall be an express third-party
beneficiary of this Agreement to the extent of its express rights to receive
any
payments under this Agreement or any other express rights of each Swap Provider
explicitly stated in this Agreement, and shall have the right to enforce such
rights under this Agreement as if it were a party hereto.
|
SECTION
11.11
|
Intention
of the Parties and Interpretation.
|
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
and 4.07 of this Agreement is to facilitate compliance by
the Depositor with the provisions of Regulation AB, as such may be amended
from time to time and subject to clarification and interpretive advice as may
be
issued by the staff of the Commission from time to time. Therefore,
each of the parties (other than Countrywide) 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 or the Trust Administrator for delivery of additional
or different information, to the extent that such information is available
or
reasonably attainable, as the Depositor or the Trust Administrator may
determine in good faith is necessary to comply with the provisions of Regulation
AB, and (d) no amendment of this Agreement shall be required to effect any
such
changes in the parties’ obligations as are necessary to accommodate evolving
interpretations of the provisions of Regulation AB; provided, however, that
any
such changes shall require the consent of each of the parties
hereto.
IN
WITNESS WHEREOF, the Depositor, the Servicer, the Master Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, in each case as of the
day
and year first above written.
|
CITIGROUP
MORTGAGE LOAN TRUST INC.,
as
Depositor
|
|||
|
|
By:
|
/s/ Xxxxxxx Xxxxx | |
| Name: | Xxxxxxx Xxxxx | ||
| Title: | Director | ||
|
AMERIQUEST
MORTGAGE COMPANY,
as
Servicer
|
|||
|
|
By:
|
/s/ Xxxx X. Xxxxxx | |
| Name: | Xxxx X. Xxxxxx | ||
| Title: | EVP | ||
|
XXXXX
FARGO BANK, N.A.,
as
Trust Administrator and Master Servicer
|
|||
|
|
By:
|
/s/ Xxxxxx Xxxx | |
| Name: | Xxxxxx Xxxx | ||
| Title: | Vice President | ||
|
U.S.
BANK NATIONAL ASSOCIATION, not in its individual capacity
but solely as
Trustee
|
|||
|
|
By:
|
/s/ Xxxxx X. X’Xxxxx | |
| Name: | Xxxxx X. X’Xxxxx | ||
| Title: | Vice President | ||
|
For
purposes of
Sections 6.07, 6.08 and
6.09:
|
|
XXXXXXX
FIXED INCOME SERVICES
INC.
|
||
|
By:
|
/s/ Xxxxx X. Xxxxxxx | |
| Name: | Xxxxx X. Xxxxxxx | |
| Title: | President and General Counsel | |
Agreed
and acknowledged:
|
COUNTRYWIDE
HOME LOANS SERVICING LP
|
||
|
By:
|
COUNTRYWIDE GP, INC. | |
|
By:
|
/s/ Xxxxxx X. Xxx | |
| Name: | Xxxxxx X. Xxx | |
| Title: | Senior Vice President | |
|
STATE
OF
|
)
|
| ) ss.: |
|
COUNTY
OF
|
)
|
On
the
___ day of June 2007, before me, a notary public in and for said State,
personally appeared ____________, known to me to be a __________ of Citigroup
Mortgage Loan Trust Inc., one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
said entity, and acknowledged to me that such entity executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF
|
)
|
| ) ss.: |
|
COUNTY
OF
|
)
|
On
the
___ day of June 2007, before me, a notary public in and for said State,
personally appeared ___________, known to me to be a ________________ of
Ameriquest Mortgage Company, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
said entity, and acknowledged to me that such entity executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
STATE
OF
|
)
|
)
ss.:
|
COUNTY
OF
|
)
|
On
the
___ day of June 2007, before me, a notary public in and for said State,
personally appeared ___________, known to me to be a _________________of Xxxxx
Fargo Bank, N.A., one of the entities that executed the within instrument,
and
also known to me to be the person who executed it on behalf of said entity,
and
acknowledged to me that such entity executed the within instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
|
COMMONWEALTH
OF MASSACHUSETTS
|
)
|
| ) ss.: |
|
COUNTY
OF SUFFOLK
|
)
|
On
the
___ day of June 2007, before me, a notary public in and for said State,
personally appeared ________________, known to me to be a ______________of
U.S.
Bank National Association, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
said entity, and acknowledged to me that such entity executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
|
Notary
Public
|
[Notarial
Seal]
EXHIBIT
A-1
FORM
OF
CLASS A-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
PRIOR
TO
TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE OF THIS
CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
OR
SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class A-1 Certificates as of
the
Issue Date: $465,021,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$465,021,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
No.
1
|
Trust
Administrator: Xxxxx Fargo Bank, N.A
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP:
17313B AA9
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
A-1 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class A-1 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the Trust
Administrator shall require receipt of written certifications from the Holder
of
the Certificate desiring to effect the transfer, and from such Holder’s
prospective transferee, substantially in the forms attached to the Agreement
as
Exhibit F-1. None of the Depositor or the Trust Administrator is
obligated to register or qualify the Class of Certificates specified on the
face
hereof under the 1933 Act or any other securities law or to take any action
not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Trust Administrator, the Master Servicer, the Depositor, the
Servicer and any Sub-Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-2
FORM
OF
CLASS A-2A CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR 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”).
PRIOR
TO
TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE OF THIS
CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
OR
SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class A-2 Certificates as of
the
Issue Date: $217,806,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$217,806,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
No.
1
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP:
17313B AB7
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-2A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
A-2A Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class A-2A Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-3
FORM
OF
CLASS A-2B CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR 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”).
PRIOR
TO
TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE OF THIS
CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
OR
SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class A-2B Certificates as of
the
Issue Date: $68,054,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$68,054,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
No.
1
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP:
17313B AC5
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-2B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
A-2B Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class A-2B Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-4
FORM
OF
CLASS A-2C CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR 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”).
PRIOR
TO
TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE OF THIS
CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
OR
SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class A-2C Certificates as of
the
Issue Date: $57,661,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$57,661,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 2007
|
|
|
No.
1
|
CUSIP:
17313B AD3
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-2C Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
A-2C Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class A-2C Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-5
FORM
OF
CLASS A-2D CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR 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”).
PRIOR
TO
TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE OF THIS
CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
OR
SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class A-2D Certificates as of
the
Issue Date: $36,954,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$36,954,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 2007
|
|
|
No.
1
|
CUSIP:
17313B AE1
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-2D Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
A-2D Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class A-2D Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-6
FORM
OF
CLASS M-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class M-1 Certificates as of
the
Issue Date: $53,869,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$53,869,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer:
Ameriquest Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP:
17313B AF8
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
M-1 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class M-1 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Each
transferee of this Certificate who is a Plan subject to ERISA or Section 4975
of
the Code, a Person acting, directly or indirectly, on behalf of any such Plan
or
a Person using "Plan Assets" to acquire this Certificate shall be deemed to
have
made the representations in Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-7
FORM
OF
CLASS M-2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
EACH
TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class M-2 Certificates as of
the
Issue Date: $58,552,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$58,552,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP:
17313B AG6
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
M-2 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class M-2 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Each
transferee of this Certificate who is a Plan subject to ERISA or Section 4975
of
the Code, a Person acting, directly or indirectly, on behalf of any such Plan
or
a Person using "Plan Assets" to acquire this Certificate shall be deemed to
have
made the representations in Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-8
FORM
OF
CLASS M-3 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class M-3 Certificates as of
the
Issue Date: $17,566,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$17,566,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP:
17313B AH4
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-3 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
M-3 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class M-3 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Each
transferee of this Certificate who is a Plan subject to ERISA or Section 4975
of
the Code, a Person acting, directly or indirectly, on behalf of any such Plan
or
a Person using "Plan Assets" to acquire this Certificate shall be deemed to
have
made the representations in Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-9
FORM
OF
CLASS M-4 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO
THE
EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
EACH
TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class M-4 Certificates as of
the
Issue Date: $18,151,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$18,151,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP:
17313B AJ0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-4 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
M-4 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class M-4 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Each
transferee of this Certificate who is a Plan subject to ERISA or Section 4975
of
the Code, a Person acting, directly or indirectly, on behalf of any such Plan
or
a Person using "Plan Assets" to acquire this Certificate shall be deemed to
have
made the representations in Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-10
FORM
OF
CLASS M-5 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE
CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class M-5 Certificates as of
the
Issue Date: $16,980,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$16,980,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP:
17313B AK7
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-5 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
M-5 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class M-5 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Each
transferee of this Certificate who is a Plan subject to ERISA or Section 4975
of
the Code, a Person acting, directly or indirectly, on behalf of any such Plan
or
a Person using "Plan Assets" to acquire this Certificate shall be deemed to
have
made the representations in Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-11
FORM
OF
CLASS M-6 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class M-6 Certificates as of
the
Issue Date: $12,882,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$12,882,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP:
17313B AL5
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-6 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
M-6 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class M-6 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Each
transferee of this Certificate who is a Plan subject to ERISA or Section 4975
of
the Code, a Person acting, directly or indirectly, on behalf of any such Plan
or
a Person using "Plan Assets" to acquire this Certificate shall be deemed to
have
made the representations in Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-12
FORM
OF
CLASS M-7 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES
TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
EACH
TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class M-7 Certificates as of
the
Issue Date: $16,980,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$16,980,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP:
17313B AM3
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-7 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
M-7 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class M-7 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Each
transferee of this Certificate who is a Plan subject to ERISA or Section 4975
of
the Code, a Person acting, directly or indirectly, on behalf of any such Plan
or
a Person using "Plan Assets" to acquire this Certificate shall be deemed to
have
made the representations in Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-13
FORM
OF
CLASS M-8 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND
THE
CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class M-8 Certificates as of
the
Issue Date: $14,638,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$14,638,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP:
17313B AN1
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-8 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
M-8 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class M-8 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Each
transferee of this Certificate who is a Plan subject to ERISA or Section 4975
of
the Code, a Person acting, directly or indirectly, on behalf of any such Plan
or
a Person using "Plan Assets" to acquire this Certificate shall be deemed to
have
made the representations in Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-14
FORM
OF
CLASS M-9 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED
IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class M-9 Certificates as of
the
Issue Date: $22,836,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$22,836,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP:
17313B AP6
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-9 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
M-9 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class M-9 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Each
transferee of this Certificate who is a Plan subject to ERISA or Section 4975
of
the Code, a Person acting, directly or indirectly, on behalf of any such Plan
or
a Person using "Plan Assets" to acquire this Certificate shall be deemed to
have
made the representations in Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-15
FORM
OF
CLASS M-10 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
EACH
TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class M-10 Certificates as of
the
Issue Date: $21,664,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$21,664,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP:
17313B AQ4
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-10 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
M-10 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class M-10 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Each
transferee of this Certificate who is a Plan subject to ERISA or Section 4975
of
the Code, a Person acting, directly or indirectly, on behalf of any such Plan
or
a Person using "Plan Assets" to acquire this Certificate shall be deemed to
have
made the representations in Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator 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 M-11 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST
ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS
M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9
CERTIFICATES AND THE CLASS M-10 CERTIFICATES TO THE EXTENT DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EACH
TRANSFEREE OF THIS CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF
1974, AS AMENDED, OR SECTION 4975 OF THE CODE WILL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS DESCRIBED HEREIN.
|
Series
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class M-11 Certificates as of
the
Issue Date: $9,369,000.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$9,369,000.00
|
|
Cut-off Date and date of Pooling and
Servicing Agreement: June 1, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP:
17313B AR2
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED PASS-THROUGH
CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class M-11 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
M-11 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 Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class M-11 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency of
such
distribution and only upon presentation and surrender of this Certificate at
the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
Each
transferee of this Certificate who is a Plan subject to ERISA or Section 4975
of
the Code, a Person acting, directly or indirectly, on behalf of any such Plan
or
a Person using "Plan Assets" to acquire this Certificate shall be deemed to
have
made the representations in Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-17
FORM
OF
CLASS CE-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES DESCRIBED HEREIN.
|
Series:
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class CE-1 Certificates as of
the
Issue Date: $62,066,193.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$[__]
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
No.
[__]
|
Trustee:
U.S. Bank National Association
|
|
Aggregate
Notional Amount of the Class
CE-1
Certificates as of the Issue Date: $1,171,049,193.00
Denomination:
$[__]
|
Issue
Date: June 29, 2007
CUSIP: 17313B
AT 8
|
THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE OR NOTIONAL AMOUNT HEREOF AT ANY
TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OR NOTIONAL AMOUNT, AS THE CASE MAY BE, OF THIS
CERTIFICATE.
ASSET
BACKED PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien 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, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede &
Co. is the registered owner
of a Percentage Interest (obtained by
dividing the denomination of this Certificate by the aggregate Certificate
Principal Balance of the Class CE-1 Certificates as of the Issue Date) in that
certain beneficial ownership interest evidenced by all the Class CE-1
Certificates in REMIC IV created pursuant to a Pooling and Servicing Agreement,
dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
Inc. (hereinafter called the “Depositor,” which term includes any successor
entity under the Agreement), the Master Servicer, the Servicer, the Trust
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class CE-1 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trust Administrator in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator of
the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee or the Master Servicer, 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 Master Servicer, the
Servicer and any Sub-Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator 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 CE-2 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES DESCRIBED HEREIN.
|
Series:
2007-AMC
|
Aggregate
Certificate Principal Balance of the Class CE-2 Certificates as of
the
Issue Date: $0.00
|
|
Pass-Through
Rate: Variable
|
Denomination:
$0.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Servicer: Ameriquest
Mortgage Company
|
|
First
Distribution Date: July 25, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
|
Aggregate
Notional Amount of the Class
CE-2
Certificates as of the Issue Date: $1,171,049,193.00
|
Issue
Date: June 29, 2007
CUSIP: 17313B
9A 1
|
THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE OR NOTIONAL AMOUNT HEREOF AT ANY
TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OR NOTIONAL AMOUNT, AS THE CASE MAY BE, OF THIS
CERTIFICATE.
ASSET
BACKED PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien 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, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede &
Co. is the registered owner
of a Percentage Interest (obtained by
dividing the denomination of this Certificate by the aggregate Certificate
Principal Balance of the Class CE-2 Certificates as of the Issue Date) in that
certain beneficial ownership interest evidenced by all the Class CE-2
Certificates in REMIC V created pursuant to a Pooling and Servicing Agreement,
dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
Inc. (hereinafter called the “Depositor,” which term includes any successor
entity under the Agreement), the Master Servicer, the Servicer, the Trust
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class CE-2 Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trust Administrator in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator of
the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee or the Master Servicer, 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 Master Servicer, the
Servicer and any Sub-Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator 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 P CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES DESCRIBED HEREIN.
|
Series:
2007-AMC4
|
Aggregate
Certificate Principal Balance of the Class P Certificates as of the
Issue
Date: $100.00
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
Denomination:
$[__]
|
|
First
Distribution Date: July 25, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
|
No.
[__]
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 2007
|
|
|
CUSIP: 17313B
AS 0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET
BACKED PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien mortgage loans (the “Mortgage Loans”) formed and
sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Cede & Co.
is the registered owner
of a Percentage Interest (obtained by dividing
the denomination of this Certificate by the aggregate Certificate Principal
Balance of the Class P Certificates as of the Issue Date) in that certain
beneficial ownership interest evidenced by all the Class P Certificates in
REMIC
VI 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, the Servicer and
the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is
bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class P Certificates on
such
Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trust Administrator in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear
on
the Certificate Register. Notwithstanding the above, the final distribution
on
this Certificate will be made after due notice by the Trust Administrator of
the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator and the Trustee and
the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee or the Master Servicer, 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 Master Servicer, the
Servicer and any Sub-Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using “Plan Assets” to acquire this Certificate shall be made except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-20
FORM
OF
CLASS R CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986, AS AMENDED (THE “CODE”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUST
ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES
OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A
COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX
IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE
TAX
IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION
1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED
ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE
OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II)
SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT
OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL
FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED
ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
CERTIFICATE.
|
Series
2007-AMC4
|
Aggregate
Percentage Interest of the Class R Certificates as of the Issue Date:
100%
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
|
|
First
Distribution Date: July 25, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
|
No.
1
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 2007
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a 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 MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Citigroup Global Markets Inc. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class R Certificates
as of
the Issue Date) in that certain beneficial ownership interest evidenced by
all
the Class R Certificates created pursuant to a Pooling and Servicing Agreement,
dated as specified above (the “Agreement”), among Citigroup Mortgage Loan Trust
Inc. (hereinafter called the “Depositor,” which term includes any successor
entity under the Agreement), the Master Servicer, the Servicer, the Trust
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class R Certificates on
such
Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing a Percentage Interest
in the Class of Certificates equal to the denomination specified on the face
hereof divided by the aggregate Certificate Principal Balance of the Class
of
Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator, the Trustee,
and the rights of the Certificateholders under the Agreement at any time by
the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
Any
resale, transfer or other disposition of this certificate may be made only
in
accordance with the provisions of section 5.02 of the agreement referred to
herein.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator, the Master
Servicer 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 Master Servicer, the
Servicer and any Sub-Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(b) of the Agreement.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that (A)
the
Class R Certificates have been designated as a residual interest in REMIC I,
REMIC II and REMIC III, (B) it will include in its income a pro rata share
of
the net income of the Trust Fund and that such income may be an “excess
inclusion,” as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects
to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall
be
deemed to be of no legal force or effect whatsoever and such Person shall not
be
deemed to be a Certificateholder for any purpose, including, but not limited
to,
the receipt of distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon any
REMIC.
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, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator 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-21
FORM
OF
CLASS R-X CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF
1986, AS AMENDED (THE “CODE”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUST
ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES
OR ANY POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A
COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX
IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE
TAX
IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION
1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED
ORGANIZATION”) OR (4) AN AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE
OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II)
SUCH
TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
REGISTRATION IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT
OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL
FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED
ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
CERTIFICATE.
|
Series
2007-AMC4
|
Aggregate
Percentage Interest of the Class R-X Certificates as of the Issue
Date:
100%
|
|
Cut-off
Date and date of Pooling and Servicing Agreement: June 1,
2007
|
|
|
First
Distribution Date: July 25, 2007
|
Servicer: Ameriquest
Mortgage Company
|
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
|
No.
1
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
Trustee:
U.S. Bank National Association
|
|
|
Issue
Date: June 29, 2007
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a 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 MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
THE
UNITED STATES.
This
certifies that Citigroup Global Markets Inc. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class R-X Certificates
as
of the Issue Date) in that certain beneficial ownership interest evidenced
by
all the Class R-X Certificates created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicer, the
Trust Administrator and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which
such
Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th day of
each month
or, if such 25th day is
not a
Business Day, the Business Day immediately following (a “Distribution Date”),
commencing on the First Distribution Date specified above, to the Person in
whose name this Certificate is registered on the Record Date, in an amount
equal
to the product of the Percentage Interest evidenced by this Certificate and
the
amount required to be distributed to the Holders of Class R-X Certificates
on
such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will be
made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing a Percentage Interest
in the Class of Certificates equal to the denomination specified on the face
hereof divided by the aggregate Certificate Principal Balance of the Class
of
Certificates specified on the face hereof.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicer, the Trust Administrator, the Trustee,
and the rights of the Certificateholders under the Agreement at any time by
the
Depositor, the Master Servicer, the Servicer, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any of
the
Certificates.
Any
resale, transfer or other disposition of this certificate may be made only
in
accordance with the provisions of section 5.02 of the agreement referred to
herein.
As
provided in the Agreement and subject to certain limitations therein set forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933, as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the Trust
Administrator shall require receipt of (i) if such transfer is purportedly
being
made in reliance upon Rule 144A under the 1933 Act, written certifications
from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder’s prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee, the Trust Administrator, the Master
Servicer 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 Master Servicer, the
Servicer and any Sub-Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(b) of the Agreement.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that (A)
the
Class R-X Certificates have been designated as a residual interest in REMIC
IV,
REMIC V, REMIC VI and REMIC VII, (B) it will include in its income a pro rata
share of the net income of the Trust Fund and that such income may be an “excess
inclusion,” as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects
to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R-X Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall
be
deemed to be of no legal force or effect whatsoever and such Person shall not
be
deemed to be a Certificateholder for any purpose, including, but not limited
to,
the receipt of distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon any
REMIC.
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, the Trustee and any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered as
the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate in accordance with Section 9.01.
The
recitals contained herein shall be taken as statements of the Depositor, and
the
Trust Administrator assumes no responsibility for their
correctness.
Unless
the certificate of authentication hereon has been executed by the Trust
Administrator, by manual signature, this Certificate shall not be entitled
to
any benefit under the Agreement or be valid for any purpose.
IN
WITNESS WHEREOF, the Trust Administrator has caused this Certificate to be
duly
executed.
Dated:
June ___, 2007
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Officer
|
|||
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
|
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|||
|
|
By:
|
||
|
Authorized
Signatory
|
|||
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
|
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________________
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
|
.
|
|
|
Dated:
|
|
|
Signature
by or on behalf of assignor
|
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check,
to_________________________________________________________
|
.
|
Applicable
statements should be mailed
to___________________________________________
|
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
B
FORM
10-D, FORM 8-K AND FORM 10-K
REPORTING
RESPONSIBILITY
As
to
each item described below, the entity indicated as the Responsible Party shall
be primarily responsible for reporting the information to the Trust
Administrator pursuant to Section 4.07(a). If the Trust Administrator
is indicated below as to any item, then the Trust Administrator is primarily
responsible for obtaining that information.
Under
Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
included in the Monthly Statement under Section 4.02, provided by the Trust
Administrator based on information received from the Servicer; and b) items
marked “Form 10-D report” are required to be in the Form 10-D report but not the
4.02 statement, provided by the party indicated. Information under
all other Items of Form 10-D is to be included in the Form 10-D
report.
|
Form
|
Item
|
Description
|
Responsible
Party
|
|
|
10-D
|
Must
be filed within 15 days of the Distribution Date.
|
|||
|
1
|
Distribution
and Pool Performance Information
|
|||
|
Item
1121(a) – Distribution and Pool Performance
Information
|
||||
|
(1)
Any applicable record dates, accrual dates, determination dates
for
calculating distributions and actual distribution dates for the
distribution period.
|
4.02
statement
|
|||
|
(2)
Cash flows received and the sources thereof for distributions,
fees and
expenses.
|
4.02
statement
|
|||
|
(3)
Calculated amounts and distribution of the flow of funds for the
period
itemized by type and priority of payment, including:
|
4.02
statement
|
|||
|
(i)
Fees or expenses accrued and
paid, with an identification of the general purpose of such fees
and the
party receiving such fees or expenses.
|
4.02
statement
|
|||
|
(ii)
Payments accrued or paid
with respect to enhancement or other support identified in Item
1114 of
Regulation AB (such as insurance premiums or other enhancement
maintenance
fees), with an identification of the general purpose of such payments
and
the party receiving such payments.
|
4.02
statement
|
|||
|
(iii)
Principal, interest and
other distributions accrued and paid on the asset-backed securities
by
type and by class or series and any principal or interest shortfalls
or
carryovers.
|
4.02
statement
|
|||
|
(iv)
The amount of excess cash
flow or excess spread and the disposition of excess cash
flow.
|
4.02
statement
|
|||
|
(4)
Beginning and ending principal balances of the asset-backed
securities.
|
4.02
statement
|
|||
|
(5)
Interest rates applicable to the pool assets and the asset-backed
securities, as applicable. Consider providing interest rate information
for pool assets in appropriate distributional groups or incremental
ranges.
|
4.02
statement
|
|||
|
(6)
Beginning and ending balances of transaction accounts, such as
reserve
accounts, and material account activity during the period.
|
4.02
statement
|
|||
|
(7)
Any amounts drawn on any credit enhancement or other support identified
in
Item 1114 of Regulation AB, as applicable, and the amount of coverage
remaining under any such enhancement, if known and
applicable.
|
4.02
statement
|
|||
|
(8)
Number and amount of pool assets at the beginning and ending of
each
period, and updated pool composition information, such as weighted
average
coupon, weighted average remaining term, pool factors and prepayment
amounts.
|
4.02
statement
Updated
pool composition information fields to be as specified by Depositor
from
time to time
|
|||
|
(9)
Delinquency and loss information for the period.
In
addition, describe any material changes to the information specified
in
Item 1100(b)(5) of Regulation AB regarding the pool
assets.
|
4.02
statement.
Form
10-D report: Depositor
|
|||
|
(10)
Information on the amount, terms and general purpose of any advances
made
or reimbursed during the period, including the general use of funds
advanced and the general source of funds for
reimbursements.
|
4.02
statement
|
|||
|
(11)
Any material modifications, extensions or waivers to pool asset
terms,
fees, penalties or payments during the distribution period or that
have
cumulatively become material over time.
|
4.02
statement
|
|||
|
(12)
Material breaches of pool asset representations or warranties or
transaction covenants.
|
Form
10-D report:
Trust
Administrator, Depositor
|
|||
|
(13)
Information on ratio, coverage or other tests used for determining
any
early amortization, liquidation or other performance trigger and
whether
the trigger was met.
|
4.02
statement
|
|||
|
(14)
Information regarding any new issuance of asset-backed securities
backed
by the same asset pool,
[information
regarding] any pool asset changes (other than in connection with
a pool
asset converting into cash in accordance with its terms), such
as
additions or removals in connection with a prefunding or revolving
period
and pool asset substitutions and repurchases (and purchase rates,
if
applicable), and cash flows available for future purchases, such
as the
balances of any prefunding or revolving accounts, if
applicable.
Disclose
any material changes in the solicitation, credit-granting, underwriting,
origination, acquisition or pool selection criteria or procedures,
as
applicable, used to originate, acquire or select the new pool
assets.
|
Form
10-D report: Depositor
Form
10-D report: Depositor
Form
10-D report: Depositor
|
|||
|
Item
1121(b) – Pre-Funding or Revolving Period Information
Updated
pool information as required under Item 1121(b).
|
Depositor
|
|||
|
2
|
Legal
Proceedings
|
|||
|
Item
1117 – Legal proceedings pending against the following entities, or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
Servicer
|
(i)
All parties to the Pooling and Servicing Agreement (as to themselves),
(ii) the Trustee, Master Servicer and Depositor as to the Issuing
entity
and (iii) the Depositor as to the Sponsor, any 1110(b) originator
and any
1100(d)(i) party
|
|||
|
3
|
Sales
of Securities and Use of Proceeds
|
|||
|
Information
from Item 2(a) of Part II of Form 10-Q:
With
respect to any sale of securities by the sponsor, depositor or
issuing
entity, that are backed by the same asset pool or are otherwise
issued by
the issuing entity, whether or not registered, provide the sales
and use
of proceeds information in Item 701 of Regulation S-K. Pricing
information can be omitted if securities were not
registered.
|
Depositor
|
|||
|
4
|
Defaults
Upon Senior Securities
|
|||
|
Information
from Item 3 of Part II of Form 10-Q:
Report
the occurrence of any Event of Default (after expiration of any
grace
period and provision of any required notice)
|
Trust
Administrator
|
|||
|
5
|
Submission
of Matters to a Vote of Security Holders
|
|||
|
Information
from Item 4 of Part II of Form 10-Q
|
Trustee,
Trust Administrator
|
|||
|
6
|
Significant
Obligors of Pool Assets
|
|||
|
Item
1112(b) –Significant Obligor Financial
Information*
|
Depositor
|
|||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Item.
|
||||
|
7
|
Significant
Enhancement Provider Information
|
|||
|
Item
1114(b)(2) – Credit Enhancement Provider Financial
Information*
Determining
applicable disclosure threshold
Requesting
required financial information or effecting incorporation by
reference
|
Trust
Administrator Depositor
|
|||
|
Item
1115(b) – Derivative Counterparty Financial Information*
Determining
current maximum probable exposure
Determining
current significance percentage
Requesting
required financial information or effecting incorporation by
reference
|
Depositor
Trust
Administrator
Depositor
|
|||
|
*This
information need only be reported on the Form 10-D for the distribution
period in which updated information is required pursuant to the
Items.
|
||||
|
8
|
Other
Information
|
|||
|
Disclose
any information required to be reported on Form 8-K during the
period
covered by the Form 10-D but not reported
|
The
Responsible Party for the applicable Form 8-K item as indicated
below
|
|||
|
9
|
Exhibits
|
|||
|
Distribution
report
|
Trust
Administrator
|
|||
|
Exhibits
required by Item 601 of Regulation S-K, such as material
agreements
|
Depositor
|
|||
|
8-K
|
Must
be filed within four business days of an event reportable on Form
8-K.
|
|||
|
1.01
|
Entry
into a Material Definitive Agreement
|
|||
|
Disclosure
is required regarding entry into or amendment of any definitive
agreement
that is material to the securitization, even if depositor is not
a
party.
Examples:
servicing agreement, custodial agreement.
Note:
disclosure not required as to definitive agreements that are fully
disclosed in the prospectus
|
Depositor,
Servicer, Master Servicer, Custodian, Trust
Administrator
|
|||
|
1.02
|
Termination
of a Material Definitive Agreement
|
|||
|
Disclosure
is required regarding termination of any definitive agreement
that is material to the securitization (other than expiration in
accordance with its terms), even if depositor is not a party.
Examples:
servicing agreement, custodial agreement.
|
Depositor,
Servicer, Master Servicer, Custodian, Trust
Administrator
|
|||
|
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, Trustee, Cap Provider,
Custodian
|
Depositor,
Servicer, Master Servicer, Custodian, Trust Administrator, Trustee
(as to
itself)
|
|||
|
2.04
|
Triggering
Events that Accelerate or Increase a Direct Financial Obligation
or an
Obligation under an Off-Balance Sheet Arrangement
|
|||
|
Includes
an early amortization, performance trigger or other event, including
event
of default, that would materially alter the payment priority/distribution
of cash flows/amortization schedule.
Disclosure
will be made of events other than waterfall triggers which are
disclosed
in the 4.02 statement
|
Depositor/
Trust Administrator
|
|||
|
3.03
|
Material
Modification to Rights of Security Holders
|
|||
|
Disclosure
is required of any material modification to documents defining
the rights
of Certificateholders, including the Pooling and Servicing
Agreement
|
Trust
Administrator
|
|||
|
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
|||
|
Disclosure
is required of any amendment “to the governing documents of the issuing
entity”
|
Depositor
|
|||
|
5.06
|
Change
in Shell Company Status
|
|||
|
[Not
applicable to ABS issuers]
|
Depositor
|
|||
|
6.01
|
ABS
Informational and Computational Material
|
|||
|
[Not
included in reports to be filed under Section 4.07]
|
Depositor
|
|||
|
6.02
|
Change
of Master 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. Reg AB disclosure about any new
servicer or trustee is also required.
|
Depositor
|
|||
|
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.
Requesting
Regulation AB disclosure about any new enhancement or effecting
incorporation by reference
|
Trust
Administrator
Depositor
|
|||
|
6.04
|
Failure
to Make a Required Distribution
|
Trust
Administrator
|
||
|
6.05
|
Securities
Act Updating Disclosure
|
|
||
|
If
any material pool characteristic differs by 5% or more at the time
of
issuance of the securities from the description in the final prospectus,
provide updated Regulation AB disclosure about the actual asset
pool.
|
Depositor
|
|||
|
If
there are any new servicers or originators required to be disclosed
under
Regulation AB as a result of the foregoing, provide the information
called
for in Items 1108 and 1110 respectively.
|
Depositor
|
|||
|
7.01
|
Regulation
FD Disclosure
|
Depositor
|
||
|
8.01
|
Other
Events
|
|
||
|
Any
event, with respect to which information is not otherwise called
for in
Form 8-K, that the registrant deems of importance to security
holders.
|
Depositor
|
|||
|
9.01
|
Financial
Statements and Exhibits
|
The
Responsible Party applicable to reportable event, other than the
Trustee
|
||
|
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
|
N/A
|
|||
|
Item
1114(b)(2) – Credit Enhancement Provider Financial
Information
Determining
applicable disclosure threshold
Requesting
required financial information or effecting incorporation by
reference
|
Trust
Administrator Depositor
|
|||
|
Item
1115(b) – Derivative Counterparty Financial Information
Determining
current maximum probable exposure
Determining
current significance percentage
Requesting
required financial information or effecting incorporation by
reference
|
Depositor
Trust
Administrator
|
|||
|
Item
1117 – Legal proceedings pending against the following entities, or their
respective property, that is material to Certificateholders, including
proceedings known to be contemplated by governmental
authorities:
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Originator
Custodian
Servicer
|
Seller
Depositor
Trustee
Master
Servicer
Custodian
Servicer
|
|||
|
Item
1119 – Affiliations and relationships between the following entities,
or
their respective affiliates, that are material to
Certificateholders:
Seller
Depositor
Trustee
Issuing
entity
Master
Servicer
Servicer
Originator
Custodian
Credit
Enhancer/Support Provider, if any
Significant
Obligor, if any
|
(i)
All parties to the Pooling and Servicing Agreement (as to themselves),
(ii) the Depositor as to the Sponsor, Originator, Significant Obligor,
Credit Enhancer/Support Provider and (iii) the Depositor as to
the Issuing
entity
|
|||
|
Item
1122 – Assessment of Compliance with Servicing
Criteria
|
Master
Servicer
Trust
Administrator
Custodian
Servicer
|
|||
|
Item
1123 –Servicer Compliance Statement
|
Master
Servicer
Trust
Administrator
Servicer
|
|||
EXHIBIT
C
SERVICING
CRITERIA TO BE ADDRESSED
IN
ASSESSMENT OF COMPLIANCE
Definitions
Primary
Servicer – transaction party having borrower contact
Master
Servicer – aggregator of pool assets
Trust
Administrator – waterfall calculator (may be the Trustee, or may be the Master
Servicer)
Back-up
Servicer – named in the transaction (in the event a Back up Servicer becomes the
Primary Servicer, follow Primary Servicer obligations)
Custodian
– safe keeper of pool assets
Paying
Agent – distributor of funds to ultimate investor (Trust Administrator performs
this function)
Trustee
–
fiduciary of the transaction
Note: The
definitions above describe the essential function that the party performs,
rather than the party’s title. So, for example, in a particular
transaction, the trustee may perform the “paying agent” and “trust
administrator” functions, while in another transaction, the trust administrator
may perform these functions.
Where
there are multiple checks for criteria the attesting party will identify in
their management assertion that they are attesting only to the portion of the
distribution chain they are responsible for in the related transaction
agreements.
Key:
X
- obligation
|
Reg
AB Reference
|
Servicing
Criteria
|
Primary
Servicer
|
Xxxxx
Fargo Bank, N.A. as Master Servicer and Trust
Administrator
|
||||
|
General
Servicing Considerations
|
|||||||
|
1122(d)(1)(i)
|
Policies
and procedures are instituted to monitor any performance or other
triggers
and events of default in accordance with the transaction
agreements.
|
X
|
X
|
||||
|
1122(d)(1)(ii)
|
If
any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party’s
performance and compliance with such servicing activities.
|
X
|
X
|
||||
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
Servicer
for the Pool Assets are maintained.
|
||||||
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance
with the
terms of the transaction agreements.
|
X
|
X
|
||||
|
Cash
Collection and Administration
|
|||||||
|
1122(d)(2)(i)
|
Payments
on pool assets are deposited into the appropriate custodial bank
accounts
and related bank clearing accounts no more than two business days
following receipt, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
||||
|
1122(d)(2)(ii)
|
Disbursements
made via wire transfer on behalf of an obligor or to an investor
are made
only by authorized personnel.
|
X
|
X
|
||||
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
X
|
||||
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of over collateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
X
|
X
|
||||
|
1122(d)(2)(v)
|
Each
custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes
of
this criterion, “federally insured depository institution” with respect to
a foreign financial institution means a foreign financial institution
that
meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
Act.
*
|
X
|
X
|
||||
|
1122(d)(2)(vi)
|
Unissued
checks are safeguarded so as to prevent unauthorized
access.
|
X
|
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
|
||||
|
Investor
Remittances and Reporting
|
|||||||
|
1122(d)(3)(i)
|
Reports
to investors, including those to be filed with the Commission,
are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports (A) are prepared
in
accordance with timeframes and other terms set forth in the transaction
agreements; (B) provide information calculated in accordance with
the
terms specified in the transaction agreements; (C) are filed with
the
Commission as required by its rules and regulations; and (D) agree
with
investors’ or the trustee’s records as to the total unpaid principal
balance and number of Pool Assets serviced by the
Servicer.
|
X
|
X
|
||||
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with
timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
X
|
||||
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the
Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
X
|
||||
|
1122(d)(3)(iv)
|
Amounts
remitted to investors per the investor reports agree with cancelled
checks, or other form of payment, or custodial bank
statements.
|
X
|
X
|
||||
|
Pool
Asset Administration
|
|||||||
|
1122(d)(4)(i)
|
Collateral
or security on pool assets is maintained as required by the transaction
agreements or related pool asset documents.
|
X
|
|||||
|
1122(d)(4)(ii)
|
Pool
assets and related documents are safeguarded as required by the
transaction agreements
|
X
|
|||||
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements
in the
transaction agreements.
|
X
|
|||||
|
1122(d)(4)(iv)
|
Payments
on pool assets, including any payoffs, made in accordance with
the related
pool asset documents are posted to the Servicer’s obligor records
maintained no more than two business days after receipt, or such
other
number of days specified in the transaction agreements, and allocated
to
principal, interest or other items (e.g., escrow) in accordance
with the
related pool asset documents.
|
X
|
|||||
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the pool assets agree with the Servicer’s
records with respect to an obligor’s unpaid principal
balance.
|
X
|
|||||
|
1122(d)(4)(vi)
|
Changes
with respect to the terms or status of an obligor's pool assets
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|||||
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|||||
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period
a pool
asset is delinquent in accordance with the transaction agreements.
Such
records are maintained on at least a monthly basis, or such other
period
specified in the transaction agreements, and describe the entity’s
activities in monitoring delinquent pool assets including, for
example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or
unemployment).
|
X
|
|||||
|
1122(d)(4)(ix)
|
Adjustments
to interest rates or rates of return for pool assets with variable
rates
are computed based on the related pool asset documents.
|
X
|
|||||
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s pool asset documents,
on at least an annual basis, or such other period specified in
the
transaction agreements; (B) interest on such funds is paid, or
credited,
to obligors in accordance with applicable pool asset documents
and state
laws; and (C) such funds are returned to the obligor within 30
calendar
days of full repayment of the related pool assets, or such other
number of
days specified in the transaction agreements.
|
X
|
|||||
|
1122(d)(4)(xi)
|
Payments
made on behalf of an obligor (such as tax or insurance payments)
are made
on or before the related penalty or expiration dates, as indicated
on the
appropriate bills or notices for such payments, provided that such
support
has been received by the Servicer at least 30 calendar days prior
to these
dates, or such other number of days specified in the transaction
agreements.
|
X
|
|||||
|
1122(d)(4)(xii)
|
Any
late payment penalties in connection with any payment to be made
on behalf
of an obligor are paid from the Servicer’s funds and not charged to the
obligor, unless the late payment was due to the obligor’s error or
omission.
|
X
|
|||||
|
1122(d)(4)(xiii)
|
Disbursements
made on behalf of an obligor are posted within two business days
to the
obligor’s records maintained by the Servicer, or such other number of days
specified in the transaction agreements.
|
X
|
|||||
|
1122(d)(4)(xiv)
|
Delinquencies,
charge-offs and uncollectible accounts are recognized and recorded
in
accordance with the transaction agreements.
|
X
|
X
|
||||
|
1122(d)(4)(xv)
|
Any
external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set
forth in
the transaction agreements.
|
X
|
|||||
* Subject
to clarification from the
SEC.
EXHIBIT
D
FORM
OF
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE
LOAN PURCHASE AGREEMENT
This
is a
Mortgage Loan Purchase Agreement (the “Agreement”), dated June 14, 2007, between
Citigroup Mortgage Loan Trust Inc., a Delaware corporation (the “Purchaser”),
and Citigroup Global Markets Realty Corp., a New York corporation (the
“Seller”).
Preliminary
Statement
The
Seller intends to sell the Mortgage Loans (as hereinafter defined) to the
Purchaser on the terms and subject to the conditions set forth in this
Agreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage
pool comprising the trust fund. The trust fund will be evidenced by a single
series of mortgage pass-through certificates designated as Series 2007-AMC4
(the
“Certificates”). The Certificates will consist of twenty-one classes
of certificates. The Certificates will be issued pursuant to a
Pooling and Servicing Agreement, dated as of June 1, 2007 (the “Pooling and
Servicing Agreement”), among the Purchaser as depositor (the “Depositor”), Ameriquest Mortgage Company
as
servicer (the “Servicer”), Xxxxx Fargo Bank, N.A. as master servicer and trust
administrator (the “Master Servicer” and the “Trust Administrator”) and U.S.
Bank National Association as trustee (the “Trustee”). Capitalized
terms used but not defined herein shall have the meanings set forth in the
Pooling and Servicing Agreement.
The
parties hereto agree as follows:
SECTION
1. Agreement
to Purchase. The Seller agrees to sell, and the Purchaser agrees to
purchase, on or before June 29, 2007 (the “Closing Date”), certain conventional
residential mortgage loans (the “Mortgage Loans”) originated by Argent Mortgage Company, L.L.C.
(“Argent”) and Ameriquest Mortgage Company (“Ameriquest”; together with
Argent, the “Originators”), having an aggregate principal balance as of
the close of business on June 1, 2007 (the “Cut-off Date”) of
$1,171,049,293.34 (the “Closing Balance”), after giving effect to all
payments due on the Mortgage Loans on or before the Cut-off Date, whether or
not
received.
SECTION
2. Mortgage
Loan Schedule. The Purchaser and the Seller have agreed upon which of the
mortgage loans owned by the Seller are to be purchased by the Purchaser pursuant
to this Agreement and the Seller will prepare or cause to be prepared on or
prior to the Closing Date a final schedule (the “Closing Schedule”) that
together shall describe such Mortgage Loans and set forth all of the Mortgage
Loans to be purchased under this Agreement. The Closing Schedule will conform
to
the requirements set forth in this Agreement and to the definition of “Mortgage
Loan Schedule” under the Pooling and Servicing Agreement. The Closing Schedule
shall be used as the Mortgage Loan Schedule under the Pooling and Servicing
Agreement and shall be prepared by the Seller based on information provided
by
the Originators.
SECTION
3. Consideration.
(a) In
consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
shall, as described in Section 7, pay to or upon the order of the Seller in
immediately available funds a certain amount (the “Mortgage Loan Purchase
Price”).
(b) The
Purchaser or any assignee, transferee or designee of the Purchaser shall be
entitled to all scheduled payments of principal due after the Cut-off Date,
all
other payments of principal due and collected after the Cut-off Date, and all
payments of interest on the Mortgage Loans allocable to the period after the
Cut-off Date. All scheduled payments of principal and interest due on or before
the Cut-off Date and collected after the Cut-off Date shall belong to the
Seller.
(c) Pursuant
to the Pooling and Servicing Agreement, the Purchaser will assign all of its
right, title and interest in and to the Mortgage Loans, together with its rights
under this Agreement, to the Trustee for the benefit of the related
Certificateholders.
SECTION
4. Transfer
of the Mortgage Loans.
(a) Possession
of Mortgage Files. The Seller does hereby sell, transfer, assign,
set over and convey to the Purchaser, without recourse but subject to the terms
of this Agreement, all of its right, title and interest in, to and under the
Mortgage Loans; provided that such assignment shall not include any of the
Servicing Rights. The contents of each Mortgage File not delivered to the
Purchaser or to any assignee, transferee or designee of the Purchaser on or
prior to the Closing Date are and shall be held in trust by the Seller for
the
benefit of the Purchaser or any assignee, transferee or designee of the
Purchaser. Upon the sale of the Mortgage Loans, the ownership of each Mortgage
Note, the related Mortgage and the other contents of the related Mortgage File
is vested in the Purchaser and the ownership of all records and documents with
respect to the related Mortgage Loan prepared by or that come into the
possession of the Seller on or after the Closing Date shall immediately vest
in
the Purchaser and shall be delivered immediately to the Purchaser or as
otherwise directed by the Purchaser.
(b) Delivery
of Mortgage Loan Documents. The Seller will, on or prior to the
Closing Date, deliver or cause to be delivered to the Purchaser or any assignee,
transferee or designee of the Purchaser each of the following documents for
each
Mortgage Loan:
(i) The
Mortgage Note, endorsed by manual or facsimile signature without recourse by
the
related Originator or an Affiliate of the related Originator in blank or to
the
Trustee showing a complete chain of endorsements from the named payee to the
Trustee or from the named payee to the Affiliate of the related Originator
and
from such Affiliate to the Trustee;
(ii) The
original recorded Mortgage, noting the presence of the MIN of the Mortgage
Loan,
if applicable, and language indicating that the Mortgage Loan is a MOM Loan
if
the Mortgage Loan is a MOM Loan, with evidence of recording thereon or a copy
of
the Mortgage certified by the public recording office in those jurisdictions
where the public recording office retains the original;
(iii) Unless
the Mortgage Loan is registered on the MERS® System, an assignment from the
related Originator or an Affiliate of the related Originator to the Trustee
in
blank or in recordable form of the Mortgage which may be included, where
permitted by local law, in a blanket assignment or assignments of the Mortgage
to the Trustee, including any intervening assignments and showing a complete
chain of title from the original mortgagee named under the Mortgage to the
Person assigning the Mortgage Loan to the Trustee (or to MERS, noting the
presence of the MIN, if the Mortgage Loan is registered on the MERS®
System);
(iv) Any
original assumption, modification, buydown or conversion-to- fixed-interest-rate
agreement applicable to the Mortgage Loan; and
(v) The
original or a copy of the title insurance policy (which may be a certificate
or
a short form policy relating to a master policy of title insurance) pertaining
to the Mortgaged Property, or in the event such original title policy is
unavailable, a copy of the preliminary title report and the lender’s recording
instructions, with the original to be delivered within 180 days of the Closing
Date or an attorney’s opinion of title in jurisdictions where such is the
customary evidence of title; or in the event such original or copy of the title
insurance policy is unavailable, a written commitment or uniform binder or
preliminary report of title issued by the title insurance or escrow
company.
In
instances where an original recorded Mortgage cannot be delivered by the Seller
to the Purchaser prior to or concurrently with the execution and delivery of
this Agreement, due to a delay in connection with the recording of such
Mortgage, the Seller may, (a) in lieu of delivering such original recorded
Mortgage referred to in clause (b)(ii) above, deliver to the Purchaser a copy
thereof, provided that the Seller certifies that the original Mortgage has
been
delivered to a title insurance company for recordation after receipt of its
policy of title insurance or binder therefor (which may be a certificate
relating to a master policy of title insurance), and (b) in lieu of delivering
the completed assignment in recordable form referred to in clause (b)(iii)
above
to the Purchaser, deliver such assignment to the Purchaser completed except
for
recording information. In all such instances, the Seller will deliver
the original recorded Mortgage and completed assignment (if applicable) to
the
Purchaser promptly upon receipt of such Mortgage. In instances where
an original recorded Mortgage has been lost or misplaced, the Seller or the
related title insurance company may deliver, in lieu of such Mortgage, a copy
of
such Mortgage bearing recordation information and certified as true and correct
by the office in which recordation thereof was made. In instances
where the original or a copy of the title insurance policy referred to in clause
(b)(v) above (which may be a certificate relating to a master policy of title
insurance) pertaining to the Mortgaged Property relating to a Mortgage Loan
cannot be delivered by the Seller to the Purchaser prior to or concurrently
with
the execution and delivery of this Agreement because such policy is not yet
available, the Seller may, in lieu of delivering the original or a copy of
such
title insurance referred to in clause (b)(v) above, deliver to the Purchaser
a
binder with respect to such policy (which may be a certificate relating to
a
master policy of title insurance) and deliver the original or a copy of such
policy (which may be a certificate relating to a master policy of title
insurance) to the Purchaser within 180 days of the Closing Date. In
instances where an original assumption, modification, buydown or
conversion-to-fixed- interest-rate agreement cannot be delivered by the Seller
to the Purchaser prior to or concurrently with the execution and delivery of
this Agreement, the Seller may, in lieu of delivering the original of such
agreement referred to in clause (b)(iv) above, deliver a certified copy
thereof.
To
the
extent not already recorded, except with respect to any Mortgage Loan for which
MERS is identified on the Mortgage or on a properly recorded assignment of
the
Mortgage as the mortgagee of record, the related Servicer, at the expense of
the
Seller shall promptly (and in no event later than five Business Days following
the later of the Closing Date and the date of receipt by the related Servicer
of
the recording information for a Mortgage) submit or cause to be submitted for
recording, at no expense to any Trust REMIC, in the appropriate public office
for real property records, each Assignment delivered to it pursuant to (b)(iii)
above. In the event that any such Assignment is lost or returned
unrecorded because of a defect therein, the related Servicer, at the expense
of
the Seller, shall promptly prepare or cause to be prepared a substitute
Assignment or cure or cause to be cured such defect, as the case may be, and
thereafter cause each such Assignment to be duly
recorded. Notwithstanding the foregoing, but without limiting the
requirement that such Assignments be in recordable form, neither the related
Servicer nor the Trustee shall be required to submit or cause to be submitted
for recording any Assignment delivered to it or a Custodian pursuant to (b)(iii)
above if such recordation shall not, as of the Closing Date, be required by
the
Rating Agencies, as a condition to their assignment on the Closing Date of
their
initial ratings to the Certificates, as evidenced by the delivery by the Rating
Agencies of their ratings letters on the Closing Date; provided, however,
notwithstanding the foregoing, the related Servicer shall submit each Assignment
for recording, at no expense to the Trust Fund or the related Servicer, upon
the
earliest to occur of: (A) reasonable direction by Holders of Certificates
entitled to at least 25% of the Voting Rights, (B) the occurrence of a Servicer
Event of Default, (C) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Seller, (D) the occurrence of a servicing transfer as described
in Section 7.02 of the Pooling and Servicing Agreement and (E) with respect
to
any one Assignment the occurrence of a foreclosure relating to the Mortgagor
under the related Mortgage. Notwithstanding the foregoing, if the
Seller fails to pay the cost of recording the Assignments, such expense will
be
paid by the related Servicer and such Servicer shall be reimbursed for such
expenses by the Trust as Servicing Advances.
With
respect to a maximum of approximately 5.00% of the Original Mortgage Loans,
by
outstanding principal balance of the Original Mortgage Loans as of the Cut-off
Date, if any original Mortgage Note referred to in (b)(i) above cannot be
located, the obligations of the Seller to deliver such documents shall be deemed
to be satisfied upon delivery to the Purchaser of a photocopy of such Mortgage
Note, if available, with a lost note affidavit. If any of the
original Mortgage Notes for which a lost note affidavit was delivered to the
Purchaser is subsequently located, such original Mortgage Note shall be
delivered to the Purchaser within three Business Days.
The
Seller shall deliver or cause to be delivered to the Purchaser promptly upon
receipt thereof any other original documents constituting a part of a Mortgage
File received with respect to any Mortgage Loan, including, but not limited
to,
any original documents evidencing an assumption, modification, consolidation
or
extension of any Mortgage Loan.
All
original documents relating to the Mortgage Loans that are not delivered to
the
Purchaser are and shall be held by or on behalf of the Seller, the Purchaser
or
the related Servicer, as the case may be, in trust for the benefit of the
Trustee on behalf of the Certificateholders. In the event that any
such original document is required pursuant to the terms of this Section to
be a
part of a Mortgage File, such document shall be delivered promptly to the
Trustee or the Custodian on behalf of the Trustee. Any such original
document delivered to or held by the Seller that is not required pursuant to
the
terms of this Section to be a part of a Mortgage File, shall be delivered
promptly to the related Servicer.
(c) Acceptance
of Mortgage Loans. The documents delivered pursuant to Section 4(b) hereof
shall be reviewed by the Purchaser or any assignee, transferee or designee
of
the Purchaser at any time before or after the Closing Date (and with respect
to
each document permitted to be delivered after the Closing Date within seven
days
of its delivery) to ascertain that all required documents have been executed
and
received and that such documents relate to the Mortgage Loans identified on
the
Mortgage Loan Schedule.
(d) Transfer
of Interest in Agreements. The Purchaser has the right to assign its
interest under this Agreement, in whole or in part, to the Trustee, as may
be
required to effect the purposes of the Pooling and Servicing Agreement, without
the consent of the Seller, and the assignee shall succeed to the rights and
obligations hereunder of the Purchaser. Any expense reasonably incurred by
or on
behalf of the Purchaser or the Trustee in connection with enforcing any
obligations of the Seller under this Agreement will be promptly reimbursed
by
the Seller.
(e) Examination
of Mortgage Files. Prior to the Closing Date, the Seller shall either (i)
deliver in escrow to the Purchaser or to any assignee, transferee or designee
of
the Purchaser, for examination, the Mortgage File pertaining to each Mortgage
Loan, or (ii) make such Mortgage Files available to the Purchaser or to any
assignee, transferee or designee of the Purchaser for examination. Such
examination may be made by the Purchaser or the Trustee, and their respective
designees, upon reasonable notice to the Seller during normal business hours
before the Closing Date and within 60 days after the Closing Date. If any such
person makes such examination prior to the Closing Date and identifies any
Mortgage Loans that do not conform to the requirements of the Purchaser as
described in this Agreement, such Mortgage Loans shall be deleted from the
Closing Schedule. The Purchaser may, at its option and without notice to the
Seller, purchase all or part of the Mortgage Loans without conducting any
partial or complete examination. The fact that the Purchaser or any person
has
conducted or has failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the rights of the Purchaser or any assignee,
transferee or designee of the Purchaser to demand repurchase or other relief
as
provided herein or under the Pooling and Servicing Agreement.
SECTION
5. Representations,
Warranties and Covenants of the Seller.
(a) The
Seller hereby represents and warrants, for the benefit of the Purchaser, that
the representations and warranties set forth on Exhibit A hereto are true and
correct as of the date hereof and as of the Closing Date.
(b) The
Seller hereby represents and warrants to the Purchaser, as of the date hereof
and as of the Closing Date, and covenants, that with respect to each Group
I
Mortgage Loan:
(i) The
original principal balance of each Mortgage Loan is within Xxxxxxx Mac’s dollar
amount limits for conforming one- to four-family mortgage loans;
(ii) The
original principal balance of any first-lien Mortgage Loan does not exceed
the
applicable Xxxxxxx Mac loan limit;
(iii) Each
Mortgage Loan that is secured by a subordinate lien on the related Mortgaged
Property is on a one- to four-family residence that is the principal residence
of the borrower;
(iv) The
original loan amount of any subordinate-lien Mortgage Loan does not exceed
one-half of the one-unit limitation for first lien mortgage loans, or $208,500
(in Alaska, Guam, Hawaii or Virgin Islands: $312,750), without regard to the
number of units;
(v) The
aggregate original principal balance of the first and subordinate lien Mortgage
Loans relating to the same Mortgaged Property with respect to any Mortgage
Loan
does not exceed Xxxxxxx Mac’s applicable loan limits for first-lien mortgage
loans for that property type;
(vi) No
borrower obtained a prepaid single-premium credit-life, credit disability,
credit unemployment or credit property insurance policy in connection with
the
origination of any Mortgage Loan;
(vii) With
respect to any Mortgage Loan, no borrower was charged “point and fees” in an
amount greater than (a) $1,000 or (b) 5% of the principal amount of such
Mortgage Loan, whichever is greater. For purposes of this
representation, “points and fees” (x) include origination, underwriting, broker
and finder’s fees and charges that the lender imposed as a condition of making
the Mortgage Loan, whether they are paid to the lender or a third party; and
(y)
exclude bona fide discount points, fees paid for actual services rendered in
connection with the origination of the Mortgage (such as attorneys’ fees,
notaries fees and fees paid for property appraisals, credit reports, surveys,
title examinations and extracts, flood and tax certifications, and home
inspections); the cost of mortgage insurance or credit-risk price adjustments;
the costs of title, hazard, and flood insurance policies; state and local
transfer taxes or fees; escrow deposits for the future payment of taxes and
insurance premiums; and other miscellaneous fees and charges that, in total,
do
not exceed 0.25 percent of the loan amount;
(viii) No
Mortgage Loan exceeds the “annual percentage rate” or “points and fees payable
by the borrower” threshold as described in HOEPA;
(ix) No
Mortgagor with respect to a Mortgage Loan was encouraged or required to select
a
mortgage loan product offered by the related Originator which is a higher cost
product designed for a less creditworthy mortgagor, unless at the time of the
Mortgage Loan's origination, such Mortgagor did not qualify taking into account
credit history and debt-to income ratios for a lower-cost credit product then
offered by the Originator. A borrower who is able to qualify for one
of the Originator’s standard products should be directed towards or offered the
Originator’s standard mortgage line;
(x) With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a premium upon a prepayment prior to maturity: (a) prior to the Mortgage Loan’s
origination, the borrower agreed to such premium in exchange for a monetary
benefit, including but not limited to a rate or fee reduction; (b) the related
Originator had a written policy of offering the borrower the option of obtaining
a mortgage loan that did not require payment of such a premium unless the
mortgage loan that did not require payment of such a premium would be a mortgage
loan that is a HOEPA loan or a high-cost home loan under any applicable state
or
local law and prohibited by the related Originator's underwriting guidelines,
and the Mortgage Loan was made available to the borrower with and without a
prepayment premium; (c) the prepayment premium is adequately disclosed to the
borrower pursuant to applicable state and federal law; (d) no Mortgage Loan
originated on or after October 1, 2002 will impose a prepayment premium for
a
term in excess of three years, and any Mortgage Loan originated prior to such
date will not impose prepayment penalties in excess of five years; in each
case
unless the loan was modified to reduce the prepayment period to no more than
three years from the date of the note and the borrower was notified in writing
of such reduction in prepayment period; and (e) notwithstanding any state or
federal law to the contrary, the related Servicer shall not impose such
prepayment premium in any instance when the Mortgage Loan is accelerated or
paid
off in connection with the workout of a delinquent mortgage or due to the
borrower’s default;
(xi) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
did not rely on the extent of the borrower’s equity in the collateral as the
principal determining factor in approving such extension of
credit. The methodology employed objective criteria that related such
facts as, without limitation, the borrower’s credit history, income, assets or
liabilities, to the proposed mortgage payment and, based on such methodology,
the related Originator made a reasonable determination that at the time of
origination the borrower had the ability to make timely payments on the Mortgage
Loan;
(xii) No
Mortgage Loan is secured by a manufactured housing unit; and
(xiii) No
Mortgage Loan is “seasoned.”
(c) The
Seller hereby represents and warrants to the Purchaser, as of the date hereof
and as of the Closing Date, and covenants, that:
(i) The
Seller is duly organized, validly existing and in good standing as a corporation
under the laws of the State of New York with full corporate power and authority
to conduct its business as presently conducted by it to the extent material
to
the consummation of the transactions contemplated herein. The Seller has the
full corporate power and authority to own the Mortgage Loans and to transfer
and
convey the Mortgage Loans to the Purchaser and has the full corporate power
and
authority to execute and deliver, engage in the transactions contemplated by,
and perform and observe the terms and conditions of this Agreement.
(ii) The
Seller has duly authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement, and this Agreement,
assuming due authorization, execution and delivery hereof by the Purchaser,
constitutes a legal, valid and binding obligation of the Seller, enforceable
against it in accordance with its terms except as the enforceability thereof
may
be limited by bankruptcy, insolvency or reorganization or by general principles
of equity.
(iii) The
execution, delivery and performance of this Agreement by the Seller (x) does
not
conflict and will not conflict with, does not breach and will not result in
a
breach of and does not constitute and will not constitute a default (or an
event, which with notice or lapse of time or both, would constitute a default)
under (A) any terms or provisions of the articles of incorporation or by-laws
of
the Seller, (B) any term or provision of any material agreement, contract,
instrument or indenture, to which the Seller is a party or by which the Seller
or any of its property is bound or (C) any law, rule, regulation, order,
judgment, writ, injunction or decree of any court or governmental authority
having jurisdiction over the Seller or any of its property and (y) does not
create or impose and will not result in the creation or imposition of any lien,
charge or encumbrance which would have a material adverse effect upon the
Mortgage Loans or any documents or instruments evidencing or securing the
Mortgage Loans.
(iv) No
consent, approval, authorization or order of, registration or filing with,
or
notice on behalf of the Seller to any governmental authority or court is
required, under federal laws or the laws of the State of New York, for the
execution, delivery and performance by the Seller of, or compliance by the
Seller with, this Agreement or the consummation by the Seller of any other
transaction contemplated hereby and by the Pooling and Servicing Agreement;
provided, however, that the Seller makes no representation or warranty regarding
federal or state securities laws in connection with the sale or distribution
of
the Certificates.
(v) This
Agreement does not contain any untrue statement of material fact or omit to
state a material fact necessary to make the statements contained herein not
misleading. The written statements, reports and other documents
prepared and furnished or to be prepared and furnished by the Seller pursuant
to
this Agreement or in connection with the transactions contemplated hereby taken
in the aggregate do not contain any untrue statement of material fact or omit
to
state a material fact necessary to make the statements contained therein not
misleading.
(vi) The
Seller is not in violation of, and the execution and delivery of this Agreement
by the Seller and its performance and compliance with the terms of this
Agreement will not constitute a violation with respect to, any order or decree
of any court or any order or regulation of any federal, state, municipal or
governmental agency having jurisdiction over the Seller or its assets, which
violation might have consequences that would materially and adversely affect
the
condition (financial or otherwise) or the operation of the Seller or its assets
or might have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder.
(vii) The
Seller does not believe, nor does it have any reason or cause to believe, that
it cannot perform each and every covenant contained in this
Agreement.
(viii) Immediately
prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
the Seller will be the owner of the related Mortgage and the indebtedness
evidenced by the related Mortgage Note, and, upon the payment to the Seller
of
the Purchase Price, in the event that the Seller retains or has retained record
title, the Seller shall retain such record title to each Mortgage, each related
Mortgage Note and the related Mortgage Files with respect thereto in trust
for
the Purchaser as the owner thereof from and after the date hereof.
(ix) There
are
no actions or proceedings against, or investigations known to it of, the Seller
before any court, administrative or other tribunal (A) that might prohibit
its
entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
Loans by the Seller or the consummation of the transactions contemplated by
this
Agreement or (C) that might prohibit or materially and adversely affect the
performance by the Seller of its obligations under, or validity or
enforceability of, this Agreement.
(x) The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Seller, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Seller are not subject
to the bulk transfer or any similar statutory provisions.
(xi) The
Seller has not dealt with any broker, investment banker, agent or other person,
except for the Purchaser or any of its affiliates, that may be entitled to
any
commission or compensation in connection with the sale of the Mortgage
Loans.
(xii) There
is
no litigation currently pending or, to the best of the Seller’s knowledge
without independent investigation, threatened against the Seller that would
reasonably be expected to adversely affect the transfer of the Mortgage Loans,
the issuance of the Certificates or the execution, delivery, performance or
enforceability of this Agreement, or that would result in a material adverse
change in the financial condition of the Seller.
(xiii) The
Seller is solvent and will not be rendered insolvent by the consummation of
the
transactions contemplated hereby. The Seller is not transferring any
Mortgage loan with any intent to hinder, delay or defraud any of its
creditors.
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SECTION
6.
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Repurchase
Obligation for Defective Documentation and for Breach of Representation
and Warranty.
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It
is
understood and agreed that the representations and warranties set forth in
Section 5 shall survive the sale of the Mortgage Loans to the Purchaser and
shall inure to the benefit of the Purchaser and any assignee, transferee or
designee of the Purchaser, including the Trustee for the benefit of holders
of
the Mortgage Pass-Through Certificates evidencing an interest in all or a
portion of the Mortgage Loans, notwithstanding any restrictive or qualified
endorsement on any Mortgage Note or Assignment or the examination or lack of
examination of any Mortgage File. With respect to the representations
and warranties contained herein that are made to the knowledge or the best
knowledge of the Seller, or as to which the Seller has no knowledge, if it
is
discovered that the substance of any such representation and warranty is
inaccurate and the inaccuracy materially and adversely affects the value of
the
related Mortgage Loan, or the interest therein of the Purchaser or the
Purchaser’s assignee, designee or transferee, then notwithstanding the Seller’s
lack of knowledge with respect to the substance of such representation and
warranty being inaccurate at the time the representation and warranty was made,
such inaccuracy shall be deemed a breach of the applicable representation and
warranty and the Seller shall take such action described in the following
paragraphs of this Section 6 in respect of such Mortgage Loan. Upon
discovery by either the Seller or the Purchaser of a breach of any of the
foregoing representations and warranties made by the Seller that materially
and
adversely affects the value of the Mortgage Loans or the interest of the
Purchaser (or which materially and adversely affects the interests of the
Purchaser in the related Mortgage Loan in the case of a representation and
warranty relating to a particular Mortgage Loan), the party discovering such
breach shall give prompt written notice to the other. In addition,
the Seller hereby acknowledges and agrees that any breach of the representations
set forth in Section 5(b) hereof shall be deemed to materially and adversely
affect the value of the related mortgage loans or the interests of the Trust
in
the related mortgage loans.
Within
90
days of the earlier of either discovery by or notice to the Seller of any breach
of a representation or warranty made by the Seller that materially and adversely
affects the value of a Mortgage Loan or the Mortgage Loans or the interest
therein of the Purchaser, the Seller shall use its best efforts promptly to
cure
such breach in all material respects and, if such breach cannot be cured, the
Seller shall, at the Purchaser’s option, repurchase such Mortgage Loan at the
Purchase Price. The Seller may, at the request of the Purchaser and assuming
the
Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a
deficient Mortgage Loan as provided above, remove such Mortgage Loan and
substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the
Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall
repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s)
pursuant to the foregoing provisions of this Section 6 shall occur on a date
designated by the Purchaser and shall be accomplished by deposit in accordance
with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or
substitution required by this Section shall be made in a manner consistent
with
Section 2.03 of the Pooling and Servicing Agreement.
At
the
time of substitution or repurchase by the Seller of any deficient Mortgage
Loan,
the Purchaser and the Seller shall arrange for the reassignment of the
repurchased or substituted Mortgage Loan to the Seller and the delivery to
the
Seller of any documents held by the Trustee relating to the deficient or
repurchased Mortgage Loan. In the event the Purchase Price is deposited in
the
Collection Account, the Seller shall, simultaneously with such deposit, give
written notice to the Purchaser that such deposit has taken place. Upon such
repurchase, the Mortgage Loan Schedule shall be amended to reflect the
withdrawal of the repurchased Mortgage Loan from this Agreement.
As
to any
Deleted Mortgage Loan for which the Seller substitutes a Qualified Substitute
Mortgage Loan or Loans, the Seller shall effect such substitution by delivering
to the Purchaser or its designee for such Qualified Substitute Mortgage Loan
or
Loans the Mortgage Note, the Mortgage, the Assignment and such other documents
and agreements as are required by the Pooling and Servicing Agreement, with
the
Mortgage Note endorsed as required therein. The Seller shall remit for deposit
in the Collection Account the Monthly Payment due on such Qualified Substitute
Mortgage Loan or Loans in the month following the date of such substitution.
Monthly payments due with respect to Qualified Substitute Mortgage Loans in
the
month of substitution will be retained by the Seller. For the month of
substitution, distributions to the Purchaser will include the Monthly Payment
due on such Deleted Mortgage Loan in the month of substitution, and the Seller
shall thereafter be entitled to retain all amounts subsequently received by
the
Seller in respect of such Deleted Mortgage Loan. Upon such substitution, the
Qualified Substitute Mortgage Loans shall be subject to the terms of this
Agreement in all respects, and the Seller shall be deemed to have made with
respect to such Qualified Substitute Mortgage Loan or Loans as of the date
of
substitution, the covenants, representations and warranties set forth in Section
5.
It
is
understood and agreed that the representations and warranties set forth in
Section 5 shall survive delivery of the respective Mortgage Files to the Trustee
on behalf of the Purchaser.
It
is
understood and agreed that (i) the obligations of the Seller set forth in this
Section 6 to cure, repurchase and substitute for a defective Mortgage Loan
and
(ii) the obligations of the Seller as provided in the next sentence constitute
the sole remedies of the Purchaser respecting a missing or defective document
or
a breach of the representations and warranties contained in Section
5. The Seller shall indemnify the Purchaser and hold it
harmless against any losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments, and other costs and
expenses resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a breach of the representations and warranties
contained in Section 5 of this Agreement.
SECTION
7. Closing;
Payment for the Mortgage Loans. The closing of the purchase and sale of the
Mortgage Loans shall be held at the New York City office of Xxxxxxx Xxxxxxxx
& Xxxx LLP at 10:00 AM New York City time on the Closing Date.
The
closing shall be subject to each of the following conditions:
(a) All
of
the representations and warranties of the Seller under this Agreement shall
be
true and correct in all material respects as of the date as of which they are
made and no event shall have occurred which, with notice or the passage of
time,
would constitute a default under this Agreement;
(b) The
Purchaser shall have received, or the attorneys of the Purchaser shall have
received in escrow (to be released from escrow at the time of closing), all
Closing Documents as specified in Section 8 of this Agreement, in such forms
as
are agreed upon and acceptable to the Purchaser, duly executed by all
signatories other than the Purchaser as required pursuant to the respective
terms thereof;
(c) The
Seller shall have delivered or caused to be delivered and released to the
Purchaser or to its designee, all documents (including without limitation,
the
Mortgage Loans) required to be so delivered by the Purchaser; and
(d) All
other
terms and conditions of this Agreement shall have been complied
with.
Subject
to the foregoing conditions, the Purchaser shall deliver or cause to be
delivered to the Seller on the Closing Date, against delivery and release by
the
Seller to the Trustee of all documents required pursuant to the Pooling and
Servicing Agreement, the consideration for the Mortgage Loans as specified
in
Section 3 of this Agreement, by delivery to the Seller of the Mortgage Loan
Purchase Price.
SECTION
8. Closing
Documents. Without limiting the generality of Section 7 hereof, the closing
shall be subject to delivery of each of the following documents:
(a) An
Officers’ Certificate of the Seller, dated the Closing Date, upon which the
Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a
form acceptable to the Purchaser;
(b) A
Secretary’s Certificate of the Seller, dated the Closing Date, upon which the
Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser,
and attached thereto copies of the certificate of incorporation, by-laws and
certificate of good standing of the Seller;
(c) An
Opinion of Counsel of the Seller, dated the Closing Date and addressed to the
Purchaser and the Underwriter, in a form acceptable to the
Purchaser;
(d) Such
opinions of counsel as the Rating Agencies or the Trustee may request in
connection with the sale of the Mortgage Loans by the Seller to the Purchaser
or
the Seller’s execution and delivery of, or performance under, this
Agreement;
(e) A
letter
from Deloitte & Touche L.L.P., certified public accountants, dated the date
hereof and to the effect that they have performed certain specified procedures
as a result of which they determined that certain information of an accounting,
financial or statistical nature set forth in the Purchaser’s Prospectus
Supplement, dated June [___], 2007, agrees with the records of the
Seller;
(f) [Reserved];
and
(g) Such
further information, certificates, opinions and documents as the Purchaser
or
the Underwriter may reasonably request.
SECTION
9. Costs.
The Seller shall pay (or shall reimburse the Purchaser or any other Person
to
the extent that the Purchaser or such other Person shall pay) all necessary
and
reasonable costs and expenses incurred directly in delivering this Agreement,
the Pooling and Servicing Agreement, the Certificates, the prospectus,
prospectus supplement and any private placement memorandum relating to the
Certificates and other related documents, the fees and expenses of the
Purchaser’s counsel in connection with the preparation of all documents relating
to the securitization of the Mortgage Loans, the filing fee charged by the
Securities and Exchange Commission for registration of the Certificates, the
fees charged by any rating agency to rate the Certificates and the ongoing
expenses of the Rating Agencies. All other costs and expenses in connection
with
the transactions contemplated hereunder shall be borne by the party incurring
such expense.
SECTION
10. [Reserved].
SECTION
11. Mandatory
Delivery; Grant of Security Interest. The sale and delivery on the Closing
Date of the Mortgage Loans described on the Mortgage Loan Schedule in accordance
with the terms and conditions of this Agreement is mandatory. It is specifically
understood and agreed that each Mortgage Loan is unique and identifiable on
the
date hereof and that an award of money damages would be insufficient to
compensate the Purchaser for the losses and damages incurred by the Purchaser
in
the event of the Seller’s failure to deliver the Mortgage Loans on or before the
Closing Date. The Seller hereby grants to the Purchaser a lien on and a
continuing security interest in the Seller’s interest in each Mortgage Loan and
each document and instrument evidencing each such Mortgage Loan to secure the
performance by the Seller of its obligation hereunder, and the Seller agrees
that it holds such Mortgage Loans in custody for the Purchaser, subject to
the
Purchaser’s (i) right, prior to the Closing Date, to reject any Mortgage Loan to
the extent permitted by this Agreement and (ii) obligation to deliver or cause
to be delivered the consideration for the Mortgage Loans pursuant to Section
7
hereof. Any Mortgage Loans rejected by the Purchaser shall concurrently
therewith be released from the security interest created hereby. The Seller
agrees that, upon acceptance of the Mortgage Loans by the Purchaser or its
designee and delivery of payment to the Seller, that its security interest
in
the Mortgage Loans shall be released. All rights and remedies of the Purchaser
under this Agreement are distinct from, and cumulative with, any other rights
or
remedies under this Agreement or afforded by law or equity and all such rights
and remedies may be exercised concurrently, independently or
successively.
Notwithstanding
the foregoing, if on the Closing Date, each of the conditions set forth in
Section 7 hereof shall have been satisfied and the Purchaser shall not have
paid
or caused to be paid the Mortgage Loan Purchase Price, or any such condition
shall not have been waived or satisfied and the Purchaser determines not to
pay
or cause to be paid the Mortgage Loan Purchase Price, the Purchaser shall
immediately effect the redelivery of the Mortgage Loans, if delivery to the
Purchaser has occurred and the security interest created by this Section 11
shall be deemed to have been released.
SECTION
12. Notices.
All demands, notices and communications hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered to or mailed by
registered mail, postage prepaid, or transmitted by telex or telegraph and
confirmed by a similar mailed writing, if to the Purchaser, addressed to the
Purchaser at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Mortgage Finance Group, or such other address as may hereafter be
furnished to the Seller in writing by the Purchaser, and if to the Seller,
addressed to the Seller at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attention: Mortgage Finance Group, or such other address as may hereafter
be furnished to the Purchaser in writing by the Seller.
SECTION
13. Severability
of Provisions. Any part, provision, representation or warranty of this
Agreement which is prohibited or which is held to be void or unenforceable
shall
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation or warranty of this Agreement which is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any
such prohibition or unenforceability in any jurisdiction as to any Mortgage
Loan
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereto
waive any provision of law which prohibits or renders void or unenforceable
any
provision hereof.
SECTION
14. Agreement
of Parties. The Seller and the Purchaser each agree to execute and deliver
such instruments and take such actions as either of the others may, from time
to
time, reasonably request in order to effectuate the purpose and to carry out
the
terms of this Agreement and the Pooling and Servicing Agreement.
SECTION
15. Survival.
The Seller agrees that the representations, warranties and agreements made
by it
herein and in any certificate or other instrument delivered pursuant hereto
shall be deemed to be relied upon by the Purchaser, notwithstanding any
investigation heretofore or hereafter made by the Purchaser or on its behalf,
and that the representations, warranties and agreements made by the Seller
herein or in any such certificate or other instrument shall survive the delivery
of and payment for the Mortgage Loans and shall continue in full force and
effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
Notes and notwithstanding subsequent termination of this Agreement, the Pooling
and Servicing Agreement or the Trust Fund.
SECTION
16. GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES
OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE
LAWS (INCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF
NEW
YORK. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE
NEW
YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.
SECTION
17. Miscellaneous.
This Agreement may be executed in two or more counterparts, each of which when
so executed and delivered shall be an original, but all of which together shall
constitute one and the same instrument. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns. This Agreement supersedes all prior agreements and
understandings relating to the subject matter hereof. Neither this Agreement
nor
any term hereof may be changed, waived, discharged or terminated orally, but
only by an instrument in writing signed by the party against whom enforcement
of
the change, waiver, discharge or termination is sought. The headings in this
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning hereof.
It
is the
express intent of the parties hereto that the conveyance of the Mortgage Loans
by the Seller to the Purchaser as provided in Section 4 hereof be, and be
construed as, a sale of the Mortgage Loans by the Seller to the Purchaser and
not as a pledge of the Mortgage Loans by the Seller to the Purchaser to secure
a
debt or other obligation of the Seller. However, in the event that,
notwithstanding the aforementioned intent of the parties, the Mortgage Loans
are
held to be property of the Seller, then, (a) it is the express intent of the
parties that such conveyance be deemed a pledge of the Mortgage Loans by the
Seller to the Purchaser to secure a debt or other obligation of the Seller
and
(b) (1) this Agreement shall also be deemed to be a security agreement within
the meaning of Articles 8 and 9 of the New York Uniform Commercial Code; (2)
the
conveyance provided for in Section 4 hereof shall be deemed to be a grant by
the
Seller to the Purchaser of a security interest in all of the Seller’s right,
title and interest in and to the Mortgage Loans and all amounts payable to
the
holders of the Mortgage Loans in accordance with the terms thereof and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or invested
in the Collection Account whether in the form of cash, instruments, securities
or other property; (3) the possession by the Purchaser or its agent of Mortgage
Notes, the related Mortgages and such other items of property that constitute
instruments, money, negotiable documents or chattel paper shall be deemed to
be
“possession by the secured party” for purposes of perfecting the security
interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
and
(4) notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Purchaser for the
purpose of perfecting such security interest under applicable law. Any
assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
shall also be deemed to be an assignment of any security interest created
hereby. The Seller and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans,
such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the
term
of this Agreement and the Pooling and Servicing Agreement.
SECTION
18. Indemnification.
The Seller shall indemnify and hold harmless each of (i) the Purchaser, (ii)
Citigroup Global Markets Inc. and (iii) each person, if any, who controls the
Purchaser within the meaning of Section 15 of the Securities Act of 1933, as
amended (the “1933 Act”) ((i) through (iii) collectively, the “Indemnified
Party”) against any and all losses, claims, expenses, damages or liabilities to
which the Indemnified Party may become subject, under the 1933 Act or otherwise,
insofar as such losses, claims, expenses, damages or liabilities (or actions
in
respect thereof) arise out of, are based upon, or result from, a breach by
the
Seller of any of the representations and warranties made by the
Seller herein, it being understood that the Purchaser has relied upon such
representations and warranties.
IN
WITNESS WHEREOF, the Purchaser and the Seller have caused their names to be
signed by their respective officers thereunto duly authorized as of the date
first above written.
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CITIGROUP
MORTGAGE LOAN TRUST
INC.
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By:
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Name:
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Title:
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CITIGROUP
GLOBAL MARKETS REALTY
CORP.
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By:
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Name:
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Title:
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EXHIBIT
A
Representation
and Warranties with respect to the Mortgage Loans
All
capitalized terms in this Exhibit A
shall have the meanings ascribed to them in the Mortgage Loan Purchase and
Interim Servicing Agreement, dated December 28, 2004, between Citigroup
Global Markets Realty Corp. (“CGMRC”) and Ameriquest Mortgage Company
(“Ameriquest”), as amended; provided, however, that the terms “Mortgage Loan
Schedule” and “Originators” shall have the meanings ascribed to them in the
Pooling and Servicing Agreement and the terms “Seller” and “Purchaser” shall
have the meanings ascribed to them herein.
1.
The
information set forth in the Mortgage Loan Schedule is complete, true and
correct as of the Cut-off Date;
2.
[Reserved];
3.
As of
the Closing Date, the Company has not advanced funds, or induced, solicited
or
knowingly received any advance of funds from a party other than the owner of
the
related Mortgaged Property, directly, for the payment of any amount required
by
the Mortgage Note or Mortgage, and no Mortgage Loan has been delinquent for
more
than thirty (30) days in the prior twelve (12) months;
4.
As of
the Closing Date, there are no delinquent taxes or insurance premiums affecting
the related Mortgaged Property;
5.
As of
the Closing Date, the terms of the Mortgage Note and the Mortgage have not
been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if necessary
to
maintain the lien priority of the Mortgage, and which have been delivered to
the
Trustee; the substance of any such waiver, alteration or modification has been
approved by the title insurer, to the extent required by the related policy,
and
is reflected on the Mortgage Loan Schedule. No instrument of waiver, alteration
or modification has been executed, and no Mortgagor has been released, in whole
or in part, except in connection with an assumption agreement approved by the
title insurer, to the extent required by the policy, and which assumption
agreement has been delivered to the Trustee and the terms of which are reflected
in the Mortgage Loan Schedule;
6.
The
Mortgage Note and the Mortgage are not subject to any valid right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or the
exercise of any right thereunder, render the Mortgage unenforceable, in whole
or
in part, or subject to any such valid right of rescission, set-off, counterclaim
or defense, including the defense of usury and no such valid right of
rescission, set-off, counterclaim or defense has been asserted with respect
thereto;
7.
As of
the Closing Date, all buildings upon the Mortgaged Property are insured by
a
generally acceptable insurer against loss by fire, hazards of extended coverage
and such other hazards as are customary in the area where the Mortgaged Property
is located, pursuant to insurance policies conforming to the requirements of
the
Servicing Addendum. All such insurance policies contain a standard mortgagee
clause naming the related Originator, its successors and assigns as mortgagee
and all premiums thereon are paid current. If upon origination of the Mortgage
Loan, the Mortgaged Property was in an area identified on a Flood Hazard Map
or
Flood Insurance Rate Map issued by the Federal Emergency Management Agency
as
having special flood hazards (and such flood insurance has been made available)
a flood insurance policy meeting the requirements of the current guidelines
of
the Federal Insurance Administration is in effect which policy conforms to
the
requirements of Xxxxxx Xxx and Xxxxxxx Mac. Except as may otherwise be limited
by applicable law, the Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s
failure to do so, authorizes the holder of the Mortgage to maintain such
insurance at Mortgagor’s cost and expense and to seek reimbursement therefor
from the Mortgagor;
8.
Any
and all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures, consumer
credit protection, equal credit opportunity, disclosure laws and/or all
predatory and abusive lending laws applicable to the origination and servicing
of the Mortgage Loan have been complied with. Any and all disclosure statements
required to be made by the Mortgagor relating to such requirements are and
will
remain in the Mortgage File;
9.
As of
the Closing Date, the Mortgage has not been satisfied, canceled, subordinated
or
rescinded, in whole or in part, and the Mortgaged Property has not been released
from the lien of the Mortgage, in whole or in part, nor has any instrument
been
executed that would effect any such satisfaction, cancellation, subordination,
rescission or release;
10.
The
Mortgage creates a valid first or second lien, as applicable, in the related
Mortgaged Property as reflected on the Mortgage Loan Schedule;
11.
The
related Mortgage is a valid, existing and enforceable first or second lien,
as
applicable, on the related Mortgaged Property, including all improvements on
the
related Mortgaged Property subject only to (i) the lien of current real property
taxes and assessments not yet due and payable, (ii) covenants, conditions and
restrictions, rights of way, easements, mineral right reservations and other
matters of the public record as of the date of recording of such Mortgage being
acceptable to mortgage lending institutions generally and specifically referred
to in the lender’s title insurance policy delivered to the related Originator of
the related Mortgage Loan and which do not adversely affect the Appraised Value
of the related Mortgaged Property and (iii) other matters to which like
properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the related Mortgage or
the
use, enjoyment, value (as determined by Appraised Value) or marketability of
the
related Mortgaged Property. Any security agreement, chattel mortgage or
equivalent document related to and delivered in connection with the Mortgage
Loan establishes and creates a valid, subsisting, enforceable and perfected
first lien and first priority security interest on the property described
therein;
12.
The
Mortgage Note and the related Mortgage are genuine and each is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance with
its
terms;
13.
All
parties to the Mortgage Note and the Mortgage had legal capacity to enter into
the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person, at least one Mortgagor is
a
party to the Mortgage Note, and the Mortgage is in an individual
capacity;
14.
Excluding any Mortgage Loan subject to an escrow holdback, the proceeds of
the
Mortgage Loan have been fully disbursed to or for the account of the Mortgagor
and there is no obligation for the Mortgagee to advance additional funds
thereunder and any and all requirements as to completion of any on-site or
off-site improvement and as to disbursements of any escrow funds therefor have
been complied with. All costs, fees and expenses incurred in making or closing
the Mortgage Loan and the recording of the Mortgage have been paid, and the
Mortgagor is not currently entitled to any refund of any amounts paid or due
to
the Mortgagee pursuant to the Mortgage Note or Mortgage;
15.
[Reserved];
16.
As of
the Closing Date, all parties which have had any interest in the Mortgage Loan,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period
in which they held and disposed of such interest, were) in compliance with
any
and all applicable “doing business” and licensing requirements of the laws of
the state wherein the Mortgaged Property is located;
17.
The
Mortgage Loan is covered by an ALTA lender’s title insurance policy and, in the
case of an Adjustable Rate Mortgage Loan, with an adjustable rate mortgage
endorsement, such endorsement substantially in the form of ALTA Form 6.0 or
6.1,
issued by a title insurer and qualified to do business in the jurisdiction
where
the Mortgaged Property is located, insuring the Interim Servicer, its successors
and assigns as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and, with respect to an Adjustable Rate
Mortgage Loan, against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of the Mortgage providing for
adjustment in the Mortgage Interest Rate and Monthly Payment. Additionally,
such
lender’s title insurance policy affirmatively insures ingress and egress to and
from the Mortgaged Property, and against encroachments by or upon the Mortgaged
Property or any interest therein. The related Originator and its successors
and
assigns is the sole insured of such lender’s title insurance policy, and such
lender’s title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by
this
Agreement. Such lender’s title insurance policy does not require the consent of
or notification to the related insurer for assignment to the
Purchaser.
18.
As of
the Closing Date, no claims have been made under such lender’s title insurance
policy, and no prior holder of the related Mortgage, including the Company,
has
done, by act or omission, anything which would impair the coverage of such
lender’s title insurance policy;
19.
As of
the Closing Date, there is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any grace
or cure period, would constitute a default, breach, violation or event of
acceleration; and as of the Closing Date, the Company or the Interim Servicer
has not waived any default, breach, violation or event of acceleration. For
purposes of the foregoing, a delinquent payment of less than thirty (30) days
on
a Mortgage Loan in and of itself does not constitute a default, breach,
violation or event of acceleration with respect to such Mortgage
Loan.
20.
As of
the Closing Date, there are no mechanics’ or similar liens or claims which have
been filed for work, labor or material (and no rights are outstanding that
under
law could give rise to such lien) affecting the related Mortgaged Property
which
are or may be liens prior to, or equal or coordinate with, the lien of the
related Mortgage;
21.
All
improvements which were considered in determining the Appraised Value of the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property. Each appraisal has been
performed in accordance with the provisions of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989;
22.
The
Mortgage Loan was (i) originated by or in conjunction with a mortgagee approved
by the Secretary of Housing and Urban Development pursuant to Sections 203
and
211 of the National Housing Act, a savings and loan association, a savings
bank,
a commercial bank, mortgage banker, credit union, insurance company or similar
banking institution which is supervised and examined by a federal or state
authority or (ii) acquired by the Company or its affiliates directly through
loan brokers or correspondents such that (a) the Mortgage Loan was originated
in
conformity with the Underwriting Guidelines and (b) the Company or its
affiliates approved the Mortgage Loan prior to funding;
23.
Principal payments on the Mortgage Loan are scheduled to commence no more than
sixty days after the proceeds of the Mortgage Loan are disbursed. The Mortgage
Loan bears interest at the Mortgage Interest Rate. The Mortgage Note is payable
on the first day of each month in Monthly Payments. Interest on the Mortgage
Loan is calculated on the basis of a 360-day year consisting of twelve 30-day
months. The Mortgage Note does not permit negative amortization;
24.
The
origination and collection practices used by the Company and the Interim
Servicer, as applicable, with respect to each Mortgage Note and Mortgage have
been in all respects legal, proper, reasonable and customary in the mortgage
origination and servicing industry. The Mortgage Loan has been serviced by
the
Servicer, the Interim Servicer and any predecessor servicer in accordance with
the terms of the Mortgage Note and applicable law. With respect to escrow
deposits and Escrow Payments, if any, all such payments are in the possession
of, or under the control with, the Servicer or the Interim Servicer, and there
exist no deficiencies in connection therewith for which customary arrangements
for repayment thereof have not been made. No escrow deposits or Escrow Payments
or other charges or payments due the Servicer or the Interim Servicer have
been
capitalized under any Mortgage or the related Mortgage Note;
25.
As of
the Closing Date, the Mortgaged Property is free of material damage and waste
and there is no proceeding pending for the total or partial condemnation
thereof;
26.
The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate for
the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (i) in the case of a Mortgage designated as a
deed
of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. As of
the Closing Date, since the date of origination of the Mortgage Loan, the
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor, which would materially interfere with the right to sell the
Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage.
As of the Closing Date, the Mortgagor has not notified the Servicer, the Interim
Servicer or the Company and the Company, the Servicer or the Interim Servicer
has no knowledge of any relief requested or allowed to the Mortgagor under
the
Servicemembers Civil Relief Act formerly known as the Soldiers and Sailors
Civil
Relief Act of 1940;
27.
The
related Mortgaged Property is not a leasehold estate or, if such Mortgaged
Property is a leasehold estate, the remaining term of such lease is at least
five (5) years greater than the remaining term of the related Mortgage
Note;
28.
The
Mortgage Note is not and has not been secured by any collateral except the
lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to
above;
29.
The
Mortgage File contains an appraisal or insured AVM of the related Mortgaged
Property made prior to the approval of the Mortgage Loan. In the case of an
appraisal it was made by a staff or third party qualified appraiser who had
no
interest, direct or indirect in the Mortgaged Property or in any loan made
on
the security thereof, whose compensation is not affected by the approval or
disapproval of the Mortgage Loan, for whom no conflict of interest is present
and who met the minimum qualifications of USPAP;
30.
In
the event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under applicable law to serve as such, has been properly designated and
currently so serves and is named in the Mortgage, and no fees or expenses are
or
will become payable by the Purchaser to the trustee under the deed of trust,
except in connection with a trustee’s sale after default by the
Mortgagor;
31.
No
Mortgage Loan contains provisions pursuant to which Monthly Payments are (i)
paid or partially paid with funds deposited in any separate account established
by the Company, the Mortgagor, or anyone on behalf of the Mortgagor, (ii) paid
by any source other than the Mortgagor or (iii) contains any other similar
provisions which may constitute a “buydown” provision. The Mortgage Loan is not
a graduated payment mortgage loan and the Mortgage Loan does not have a shared
appreciation or other contingent interest feature;
32.
The
Mortgagor has received all disclosure materials required by applicable law
with
respect to the making of a Refinanced Mortgage Loan, and evidence of such
receipt is and will remain in the Mortgage File;
33.
The
Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
required to be delivered with respect to each Mortgage Loan pursuant to the
Pooling and Servicing Agreement, have been delivered to the Trustee all in
compliance with the specific requirements of the Pooling and Servicing
Agreement;
34.
As of
the Closing Date, the Mortgaged Property is lawfully occupied under applicable
law and if it is the borrower’s primary residence is not vacant within ninety
(90) days of the Closing Date (with notice from and proof of such vacancy by
the
Purchaser); all inspections, licenses and certificates required to be made
or
issued with respect to all occupied portions of the Mortgaged Property and,
with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy, have been made or obtained from the appropriate
authorities;
35.
The
Assignment of Mortgage, is in recordable form and (other than with respect
to
the blank assignee and the lack of mortgage recordation information) is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located. When endorsed as provided for in this Agreement,
the Mortgage Notes will be duly endorsed under applicable law;
36.
Any
principal advances made to the Mortgagor prior to the Cut-off Date have been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest rate
and
single repayment term;
37.
No
Mortgage Loan has a balloon payment feature;
38.
If
the Residential Dwelling on the Mortgaged Property is a condominium unit or
a
unit in a planned unit development (other than a de minimis planned unit
development) such condominium or planned unit development project is not
ineligible under Xxxxxx Mae’s eligibility requirements;
39.
[Reserved];
40.
Each
Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
860G(a)(3) of the Code;
41.
As of
the Closing Date, no Mortgage Loan has an LTV of more than 100%;
42.
No
Mortgage Loan is a “high cost” mortgage loan, as defined under any applicable
state, local or federal predatory and abusive lending laws, including, but
not
limited to, the Georgia Fair Lending Act and Section 6 L of the New York State
Banking Law;
43.
[Reserved];
44.
[Reserved];
45.
[Reserved];
46.
The
Mortgage Loans are not subject to the requirement of the Home Ownership and
Equity Protection Act of 1994 (“HOEPA”) and no Mortgage Loan is subject to, or
in violation of, any applicable state or local law, ordinance or regulation
similar to HOEPA and (2) (i) no Mortgage Loan is a “high cost” loan as defined
by HOEPA or any other applicable predatory or abusive lending laws and (ii)
no
Mortgage Loan is a “high cost home”, “covered” (excluding home loans defined as
“covered home loans” pursuant to clause (1) of the definition of that term in
the New Jersey Home Ownership Security Act of 2002), “high risk home” or
“predatory” loan under any other applicable state, federal or local law (or
similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for resident
mortgage loans having high interest rates, points and/or fees);
47.
[Reserved];
48.
With
respect to each Mortgage Loan subject to a Prepayment Charge, such Prepayment
Charge, at the time of the origination of the related Mortgage Loan, is
enforceable and in compliance with all applicable local, state and federal
law
(except to the extent that the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors’ rights generally or the collectability thereof may be limited due
to acceleration in connection with a foreclosure);
49.
[Reserved];
50.
As of
the Closing Date, the Mortgaged Property is being primarily used as a
Residential Dwelling for residential purposes;
51.
The
Company has obtained a life of loan, transferable real estate tax service
contract on each Mortgage Loan and such contract is assignable without penalty,
premium or cost to the Purchaser;
52.
The
Company has obtained a life of loan, transferable flood certification contract
for each Mortgage Loan and such contract is assignable without penalty, premium
or cost to the Purchaser;
53.
The
Mortgage Loans conform in all material respects to the Underwriting
Guidelines;
54.
No
Mortgage Loan originated on or after October 1, 2002 and before March 7, 2003
is
secured by a Mortgaged Property located in the State of Georgia; No Mortgage
Loan that was originated on or after March 7, 2003, is a “high-cost home loan”
as defined under the Georgia Fair Lending Act;
55.
No
proceeds from any Mortgage Loan were used to finance single-premium credit
insurance policies;
56.
No
subprime Mortgage Loan originated on or after October 1, 2002 will impose a
Prepayment Charge for a term in excess of three years; No Mortgage Loan
originated prior to such date nor any non-subprime Mortgage Loan will impose
prepayment charges in excess of five years;
57.
In
connection with any Mortgage Loan, the Interim Servicer has fully furnished,
and
will fully furnish in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (i.e., favorable
and
unfavorable) on its borrower credit files to Equifax, Experian and Trans Union
Credit Information Company, on a monthly basis;
58.
No
Mortgage Loan is a “high cost”, “covered” or similarly classified loans as
defined by the applicable federal, state or local predatory and abusive lending
laws nor is any loan a High Cost Loan or Covered Loan, as applicable (as such
terms are defined in the then current Standard & Poor’s LEVELS Glossary
Revised, Appendix E);
59.
No
fraud was committed in connection with the origination of any Mortgage Loan;
provided, however, the Seller does not represent or warrant the accuracy of
the
qualifying income stated (provided that such stated income is not grossly
unreasonable when considering all relevant factors relating to such Mortgagor,
including without limitation, geographic area, unique expertise, years in the
field of employment, etc) by the related Mortgagor(s) in connection with a
Mortgage Loan that does not require income verification as defined in the
Underwriting Guidelines;
60.
[Reserved];
61.
The
Mortgage Loan was not prepaid in full prior to the Closing Date and the Seller
has not received written notification from the Mortgagor that a prepayment
in
full will be made following the Closing Date;
62.
[Reserved];
63.
With
respect to any Mortgage Loan or the underlying security related thereto, neither
the related Mortgage nor the related Mortgage Note requires the Mortgagor to
submit to arbitration to resolve any dispute arising out of or relating in
any
way thereto; and
64.
[Reserved].
EXHIBIT
E
REQUEST
FOR RELEASE
TO: Citibank,
N.A.
0000
Xxxxxxxxx Xxxxx
XX
0000
Xxxxxxxxx,
XX 00000
|
Re:
|
Pooling
and Servicing Agreement dated as of June 1, 2007, among Citigroup
Mortgage
Loan Trust Inc., as Depositor, Ameriquest Mortgage Company, as Servicer,
Xxxxx Fargo Bank, N.A. as Master Servicer and as Trust Administrator
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 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 [Custodian][Trustee] should
Deliver
the [Custodian's][Trustee’s] Mortgage File:
[____________]
[____________]
|
By:
|
||||||||
|
Name:
|
||||||||
|
Title:
|
||||||||
|
Issuer:
|
||||||||
|
Address:
|
||||||||
|
Date:
|
||||||||
Trustee
U.S.
BANK
NATIONAL ASSOCIATION
Please
acknowledge the execution of the above request by your signature and date
below:
|
_____________________________________
|
|
|
Signature
|
Date
|
|
Documents
returned to Trustee:
|
|
|
____________________________________
|
|
|
Trustee
|
Date
|
EXHIBIT
F-1
FORM
OF
TRANSFEROR REPRESENTATION LETTER
[Date]
Xxxxx
Fargo Bank, N.A.
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Attn:
Corporate Trust Services: CMLTI 2007-AMC4
|
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
Series
2007-AMC4, Class , representing a % Class Percentage
Interest
|
Ladies
and Gentlemen:
In
connection with the transfer by ________________ (the “Transferor”) to
________________ (the “Transferee”) of the captioned mortgage pass-through
certificates (the “Certificates”), the Transferor hereby certifies as
follows:
Neither
the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold,
disposed of or otherwise transferred any Certificate, any interest in any
Certificate or any other similar security to any person in any manner, (b)
has
solicited any offer to buy or to accept a pledge, disposition or other transfer
of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate
or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner,
(e)
has taken any other action, that (in the case of each of subclauses (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933, as amended (the “1933 Act”), or would render the
disposition of any Certificate a violation of Section 5 of the 1933 Act or
any
state securities law or would require registration or qualification pursuant
thereto. The Transferor will not act, nor has it authorized or will it authorize
any person to act, in any manner set forth in the foregoing sentence with
respect to any Certificate. The Transferor will not sell or otherwise transfer
any of the Certificates, except in compliance with the provisions of that
certain Pooling and Servicing Agreement dated as of June 1, 2007, among
Citigroup Mortgage Loan Trust Inc., as Depositor, Ameriquest Mortgage Company
as
Servicer, Xxxxx Fargo Bank, N.A. as Master Servicer and Trust Administrator
and
U.S. Bank National Association as Trustee (the “Pooling and Servicing
Agreement”), pursuant to which Pooling and Servicing Agreement the Certificates
were issued.
Capitalized
terms used but not defined herein shall have the meanings assigned thereto
in
the Pooling and Servicing Agreement.
|
Very
truly yours,
|
|||||||||||||
|
[Transferor]
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
FORM
OF
TRANSFEREE REPRESENTATION LETTER
[Date]
Well
Fargo Bank,
N.A.
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Attn:
Corporate Trust Services: CMLTI 2007-AMC4
[Citibank
N.A.]
Collateral
Management Group
000
Xxxx
00xx Xxxxxx, 0xx XX
Xxx
Xxxx,
XX 00000
[Swiss
Re
Financial Products Corporation]
|
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates, Class, Series 2007-AMC4, 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.
3. With
respect to a transfer of the Class CE Certificates, the Transferee agrees to
provide to the Trust Administrator, the Interest Rate Cap Provider and the
Interest Rate Swap Provider the appropriate tax certification form (i.e. IRS
Form W-9 or IRS Form W-8BEN, W-8IMY or W-8ECI, as applicable (or any successor
form thereto)), 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 W-8BEN, W-8IMY or
W-8ECI, as applicable (or any successor form thereto), has become obsolete
or
incorrect. In addition, if the transfer contemplated hereby causes
the Net WAC Rate Carryover Reserve Account, the Cap Account or the Swap Account
to be beneficially owned by two or more persons for federal income tax purposes,
or continue to be so treated, (a) each Transferee shall comply with the
foregoing conditions, (b) the proposed majority Holder of the Class CE
Certificates (or each Holder, if there is or would be no majority Holder) (A)
shall provide, or cause to be provided, on behalf of the Net WAC Rate Carryover
Reserve Account, the Cap Account or the Swap Account the appropriate tax
certification form that would be required from the Net WAC Rate Carryover
Reserve Account, the Cap Account or the Swap Account to eliminate any
withholding or deduction for taxes from amounts payable by the Interest Rate
Cap
Provider or the Interest Rate Swap Provider, pursuant to the Interest Rate
Cap
Agreement or the Interest Rate Swap Agreement, respectively, to the Trust
Administrator, the Interest Rate Cap Provider and the Interest Rate Swap
Provider on behalf of the Net WAC Rate Carryover Reserve Account, the Cap
Account or the Swap Account (i.e. IRS Form W-9 or IRS Form W-8BEN, W-8IMY or
W-8ECI, as applicable (or any successor form thereto) as a condition to
transfer, together with any applicable attachments) and (B) each Transferee
agrees to update such form (x) upon expiration of any such form, (y) as required
under then applicable U.S. Treasury regulations and (z) promptly upon learning
that such form has become obsolete or incorrect.
The
Transferee hereby authorizes the Trust Administrator to provide any such tax
certification form to the Interest Rate Cap Provider, upon its request, solely
to the extent the Interest Rate Cap Provider or the Interest Rate Swap Provider
has not received such IRS Form directly from the Holder of the Class CE
Certificates. Each Holder of a Class CE Certificate by its purchase
of such Certificate is deemed to consent to any such IRS Form being so
forwarded. Upon the request of the Interest Rate Cap Provider or the
Interest Rate Swap Provider, the Trust Administrator shall be required to
forward any tax certification received by it to the Interest Rate Cap Provider
or the Interest Rate Swap Provider at the last known address provided to it,
and, subject to Section 8.01 of the Pooling and Servicing Agreement, shall
not
be liable for the receipt of such tax certification by the Interest Rate Cap
Provider or the Interest Rate Swap Provider nor any action taken or not taken
by
the Interest Rate Cap Provider or the Interest Rate Swap Provider with respect
to such tax certification. Any purported sales or transfers of the Class CE
Certificate to a Transferee which does not comply with the requirements of
the
preceding paragraph shall be deemed null and void under the Pooling and
Servicing Agreement. The Trust Administrator shall have no duty to
take any action to correct any misstatement or omission in any tax certification
provided to it by the Holder of the Class CE Certificates and forwarded to
the
Interest Rate Cap Provider or the Interest Rate Swap Provider.
All
capitalized terms used but not otherwise defined herein have the respective
meanings assigned thereto in the Pooling and Servicing Agreement dated as of
June 1, 2007, among Citigroup Mortgage Loan Trust Inc., as Depositor, Ameriquest
Mortgage Company, as Servicer, Xxxxx Fargo Bank, N.A. as Master Servicer and
as
Trust Administrator and U.S. Bank National Association as Trustee, pursuant
to
which the Certificates were issued.
|
[Transferee]
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
ANNEX
1 TO EXHIBIT F
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees Other Than Registered Investment Companies]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Xxxxx Fargo Bank, N.A., as Trust Administrator, 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.
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|
|
___
|
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.
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|
|
___
|
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, as
amended.
|
|
|
___
|
INVESTMENT
ADVISOR. The Transferee is an investment advisor registered under
the
Investment Advisers Act of 1940.
|
|
|
3.
|
The
term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of
issuers that are affiliated with the Transferee, (ii) securities
that are
part of an unsold allotment to or subscription by the Transferee,
if the
Transferee is a dealer, (iii) securities issued or guaranteed by
the U.S.
or any instrumentality thereof, (iv) bank deposit notes and certificates
of deposit, (v) loan participations, (vi) repurchase agreements,
(vii)
securities owned but subject to a repurchase agreement and (viii)
currency, interest rate and commodity swaps.
|
|
|
4.
|
For
purposes of determining the aggregate amount of securities owned
and/or
invested on a discretionary basis by the Transferee, the Transferee
used
the cost of such securities to the Transferee and did not include
any of
the securities referred to in the preceding paragraph. Further, in
determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial
statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed
under
the Transferee's direction. However, such securities were not included
if
the Transferee is a majority-owned, consolidated subsidiary of another
enterprise and the Transferee is not itself a reporting company under
the
Securities Exchange Act of 1934.
|
|
|
5.
|
The
Transferee acknowledges that it is familiar with Rule 144A and understands
that the Transferor and other parties related to the Certificates
are
relying and will continue to rely on the statements made herein because
one or more sales to the Transferee may be in reliance on Rule
144A.
|
|
___
Yes
|
___
No
|
Will
the Transferee be purchasing the Certificates only for the Transferee's
own account?
|
|
6.
|
If
the answer to the foregoing question is “no”, the Transferee agrees that,
in connection with any purchase of securities sold to the Transferee
for
the account of a third party (including any separate account) in
reliance
on Rule 144A, the Transferee will only purchase for the account of
a third
party that at the time is a “qualified institutional buyer” within the
meaning of Rule 144A. In addition, the Transferee agrees that the
Transferee will not purchase securities for a third party unless
the
Transferee has obtained a current representation letter from such
third
party or taken other appropriate steps contemplated by Rule 144A
to
conclude that such third party independently meets the definition
of
“qualified institutional buyer” set forth in Rule 144A.
|
|
|
7.
|
The
Transferee will notify each of the parties to which this certification
is
made of any changes in the information and conclusions herein. Until
such
notice is given, the Transferee's purchase of the Certificates will
constitute a reaffirmation of this certification as of the date of
such
purchase. In addition, if the Transferee is a bank or savings and
loan as
provided above, the Transferee agrees that it will furnish to such
parties
updated annual financial statements promptly after they become
available.
|
|
_________________
1 Transferee
must own and/or invest on a discretionary basis at least $100,000,000 in
securities unless Transferee is a dealer, and, in that case, Transferee must
own
and/or invest on a discretionary basis at least $10,000,000 in
securities. $25,000,000 as demonstrated in its latest annual
financial statements, A COPY OF WHICH IS ATTACHED HERETO.
|
Dated:
|
|||||||||||||
|
Print
Name of Transferee
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For
Transferees That Are Registered Investment Companies]
The
undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Xxxxx Fargo Bank, N.A., as Trust Administrator, with respect
to the mortgage pass- through certificates (the “Certificates”) described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:
1. As
indicated below, the undersigned is the President, Chief Financial Officer
or
Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
because the Transferee is part of a Family of Investment Companies (as defined
below), is such an officer of the investment adviser (the
“Adviser”).
2. In
connection with purchases by the Transferee, the Transferee is a “qualified
institutional buyer” as defined in Rule 144A because (i) the Transferee is an
investment company registered under the Investment Company Act of 1940, and
(ii)
as marked below, the Transferee alone, or the Transferee's Family of Investment
Companies, owned at least $100,000,000 in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most recent
fiscal year. For purposes of determining the amount of securities owned by
the
Transferee or the Transferee's Family of Investment Companies, the cost of
such
securities was used.
____
The
Transferee owned $___________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most recent
fiscal year (such amount being calculated in accordance with Rule
144A).
____
The
Transferee is part of a Family of Investment Companies which owned in the
aggregate $______________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
3. The
term
“FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered
investment companies (or series thereof) that have the same investment adviser
or investment advisers that are affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one investment adviser is a majority
owned subsidiary of the other).
4. The
term
“SECURITIES” as used herein does not include (i) securities of issuers that are
affiliated with the Transferee or are part of the Transferee's Family of
Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
5. The
Transferee is familiar with Rule 144A and understands that the parties to which
this certification is being made are relying and will continue to rely on the
statements made herein because one or more sales to the Transferee will be
in
reliance on Rule 144A. In addition, the Transferee will only purchase for the
Transferee's own account.
6. The
undersigned will notify the parties to which this certification is made of
any
changes in the information and conclusions herein. Until such notice, the
Transferee's purchase of the Certificates will constitute a reaffirmation of
this certification by the undersigned as of the date of such
purchase.
|
Dated:
|
|||||||||||||
|
Print
Name of Transferee or Advisor
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
IF
AN ADVISER:
|
|||||||||||||
|
Print
Name of Transferee
|
|||||||||||||
FORM
OF TRANSFEREE REPRESENTATION LETTER
The
undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:
|
1.
|
I
am an executive officer of the Purchaser.
|
|
2.
|
The
Purchaser is a “qualified institutional buyer”, as defined in Rule 144A,
(“Rule 144A”) under the Securities Act of 1933, as
amended.
|
|
3.
|
As
of the date specified below (which is not earlier than the last day
of the
Purchaser's most recent fiscal year), the amount of “securities”, computed
for purposes of Rule 144A, owned and invested on a discretionary
basis by
the Purchaser was in excess of
$100,000,000.
|
|
Name
of Purchaser
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
Date
of this certificate:
|
|||||||||||||
|
Date
of information provided in paragraph
3
|
|||||||||||||
EXHIBIT
F-2
FORM
OF
RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT
|
STATE
OF
|
)
|
|
|
)
|
ss.:
|
|
|
COUNTY
OF
|
)
|
The
undersigned, being first duly sworn, deposes and says as follows:
1. The
undersigned is an officer of the proposed Transferee of an Ownership Interest
in
a Residual Certificate (the “Certificate”) issued pursuant to the Pooling
and Servicing Agreement dated as of June 1, 2007 (the “Agreement”), among
Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
Ameriquest Mortgage Company as Servicer, (the “Servicer”), Xxxxx Fargo Bank,
N.A. as master servicer (the “Master Servicer”) and as trust
administrator (the “Trust Administrator”) and U.S. Bank National
Association, as trustee (the “Trustee”). Capitalized terms
used, but not defined herein or in Exhibit 1 hereto, shall have the
meanings ascribed to such terms in the Agreement. The Transferee has
authorized the undersigned to make this affidavit on behalf of the Transferee
for the benefit of the Depositor and the Trustee.
2. The
Transferee is, as of the date hereof, and will be, as of the date of the
Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate for its own account. The
Transferee has no knowledge that any such affidavit is false.
3. The
Transferee has been advised of, and understands that (i) a tax will be
imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
Transfer is through an agent (which includes a broker, nominee or middleman)
for
a Person that is not a Permitted Transferee, on the agent; and (iii) the
Person otherwise liable for the tax shall be relieved of liability for the
tax
if the subsequent Transferee furnished to such Person an affidavit that such
subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
such Person does not have actual knowledge that the affidavit is
false.
4. The
Transferee has been advised of, and understands that a tax will be imposed
on a
“pass-through entity” holding the Certificate if at any time during the taxable
year of the pass-through entity a Person that is not a Permitted Transferee
is
the record holder of an interest in such entity. The Transferee
understands that such tax will not be imposed for any period with respect to
which the record holder furnishes to the pass-through entity an affidavit that
such record holder is a Permitted Transferee and the pass-through entity does
not have actual knowledge that such affidavit is false. (For this
purpose, a “pass-through entity” includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The
Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
and understands the legal consequences of the acquisition of an Ownership
Interest in the Certificate including, without limitation, the restrictions
on
subsequent Transfers and the provisions regarding voiding the Transfer and
mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(d) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee
understands and agrees that any breach of any of the representations included
herein shall render the Transfer to the Transferee contemplated hereby null
and
void.
6. The
Transferee agrees to require a Transfer Affidavit from any Person to whom the
Transferee attempts to Transfer its Ownership Interest in the Certificate,
and
in connection with any Transfer by a Person for whom the Transferee is acting
as
nominee, trustee or agent, and the Transferee will not Transfer its Ownership
Interest or cause any Ownership Interest to be Transferred to any Person that
the Transferee knows is not a Permitted Transferee. In connection
with any such Transfer by the Transferee, the Transferee agrees to deliver
to
the Trust Administrator a certificate substantially in the form set forth as
Exhibit L to the Agreement (a “Transferor Certificate”) to the
effect that such Transferee has no actual knowledge that the Person to which
the
Transfer is to be made is not a Permitted Transferee.
7. The
Transferee has historically paid its debts as they have come due, intends to
pay
its debts as they come due in the future, and understands that the taxes payable
with respect to the Certificate may exceed the cash flow with respect thereto
in
some or all periods and intends to pay such taxes as they become
due. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect
to
the Certificate.
8. The
Transferee’s taxpayer identification number is ___________.
9. The
Transferee is a U.S. Person as defined in Code
Section 7701(a)(30).
10. The
Transferee is aware that the Certificate may be a “noneconomic residual
interest” within the meaning of proposed Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
11. The
Transferee will not cause income from the Certificate to be attributable to
a
foreign permanent establishment or fixed base, within the meaning of an
applicable income tax treaty, of the Transferee or any other U.S.
person.
12. Check
one
of the following:
o
The present value of
the anticipated tax liabilities associated with holding the Certificate, as
applicable, does not exceed the sum of:
|
|
(i)
|
the
present value of any consideration given to the Transferee to acquire
such
Certificate;
|
|
|
(ii)
|
the
present value of the expected future distributions on such Certificate;
and
|
|
|
(iii)
|
the
present value of the anticipated tax savings associated with holding
such
Certificate as the related REMIC generates
losses.
|
For
purposes of this calculation, (i) the Transferee is assumed to pay tax at the
highest rate currently specified in Section 11(b) of the Code (but the tax
rate
in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
specified in Section 11(b) of the Code if the Transferee has been subject to
the
alternative minimum tax under Section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate) and (ii) present values are computed using a
discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
of the Code for the month of the transfer and the compounding period used by
the
Transferee.
The
transfer of the Certificate complies with U.S. Treasury Regulations Sections
1.860E-1(c)(5) and (6) and, accordingly,
|
|
(i)
|
the
Transferee is an “eligible corporation,” as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), as to which income from the
Certificate will only be taxed in the United
States;
|
|
|
(ii)
|
at
the time of the transfer, and at the close of the Transferee’s two fiscal
years preceding the year of the transfer, the Transferee had gross
assets
for financial reporting purposes (excluding any obligation of a person
related to the Transferee within the meaning of U.S. Treasury Regulations
Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
in
excess of $10 million;
|
|
|
(iii)
|
the
Transferee will transfer the Certificate only to another “eligible
corporation,” as defined in U.S. Treasury Regulations Section
1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
of
Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
of
the U.S. Treasury Regulations;
and
|
|
|
(iv)
|
the
Transferee determined the consideration paid to it to acquire the
Certificate based on reasonable market assumptions (including, but
not
limited to, borrowing and investment rates, prepayment and loss
assumptions, expense and reinvestment assumptions, tax rates and
other
factors specific to the Transferee) that it has determined in good
faith.
|
o
None of the
above.
13. The
Transferee is not an employee benefit plan that is subject to Title I of ERISA
or a plan that is subject to Section 4975 of the Code or a plan subject to
any Federal, state or local law that is substantially similar to Title I of
ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
of
or investing plan assets of such a plan.
IN
WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
its
behalf, pursuant to authority of its Board of Directors, by its duly authorized
officer and its corporate seal to be hereunto affixed, duly attested, this
day of
,
20 .
|
[NAME
OF TRANSFEREE]
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
[Corporate
Seal]
ATTEST:
[Assistant]
Secretary
Personally
appeared before me the above-named __________, known or proved to me to be
the
same person who executed the foregoing instrument and to be the ___________
of
the Transferee, and acknowledged that he executed the same as his free act
and
deed and the free act and deed of the Transferee.
Subscribed
and sworn before me this day of
,
20 .
|
NOTARY
PUBLIC
|
|
|
My
Commission expires the __ day
of
_________, 20__
|
FORM
OF
TRANSFEROR AFFIDAVIT
|
STATE
OF NEW YORK
|
)
|
|
|
)
|
||
|
COUNTY
OF NEW YORK
|
)
|
__________________________,
being duly sworn, deposes, represents and warrants as follows:
1. I
am a
____________________ of ____________________________ (the “Owner”), a
corporation duly organized and existing under the laws of ______________, on
behalf of whom I make this affidavit.
2. The
Owner
is not transferring the Class R Certificates or Class R-X Certificates (the
“Residual Certificates”) to impede the assessment or collection of any
tax.
3. The
Owner
has no actual knowledge that the Person that is the proposed transferee (the
“Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
any taxes owed by such proposed transferee as holder of the Residual
Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
for so long as the Residual Certificates remain outstanding and (iii) is not
a
Permitted Transferee.
4. The
Owner
understands that the Purchaser has delivered to the Trust Administrator 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]
Well
Fargo Bank, N.A.
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Attn:
Corporate Trust Services: CMLTI 2007-AMC4
Re: Citigroup
Mortgage Loan Trust Inc.
Asset-Backed
Pass-Through
Certificates, Series 2007-AMC4, Mortgage Class
Dear
Sirs:
_______________________
(the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
Mortgage Loan Trust Inc., Series 2007-AMC4, Asset-Backed Pass-Through
Certificates, Class [CE] [P] [R] (the “Certificates”), issued pursuant to a
Pooling and Servicing Agreement dated as of June 1, 2007 (the
“Agreement”), among Citigroup Mortgage Loan Trust Inc., as depositor (the
“Depositor”), Ameriquest Mortgage Company as servicer (the “Servicer”),
Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (the
“Master Servicer” and the “Trust Administrator”) and U.S. Bank
National Association as trustee (the “Trustee”). Capitalized terms used
herein and not otherwise defined shall have the meanings assigned thereto in
the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and
warrants to, and covenants with the Depositor, the Trust Administrator, the
Trustee, the Master Servicer and the Servicer that:
The
Certificates (i) are not being acquired by, and will not be transferred to,
any
employee benefit plan within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or other
retirement arrangement, including individual retirement accounts and annuities,
Xxxxx plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
acquired with “plan assets,” of a Plan within the meaning of the Department of
Labor (“DOL”) regulation, 29 C.F.R. § 2510.3-101, as modified by Section 3(42)
of ERISA, of a Plan, and (iii) will not be transferred to any entity that is
deemed to be investing in plan assets of a Plan.
|
Very
truly yours,
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
EXHIBIT
H-1
FORM
CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER WITH FORM 10-K
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Series 2007-AMC4 Asset-Backed Pass-Through
Certificates, Series 2007-AMC4
|
I,
[_____], certify that:
l. I
have reviewed this annual report on Form 10-K, and all reports on Form 10-D
required to be filed in respect of the period covered by this report on Form
10-K of Citigroup Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates, Series 2007-AMC4 (the “Exchange Act periodic
reports”);
2. Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in light of the circumstances under
which
such statements were made, not misleading with respect to the period covered
by
this report;
3. Based
on my knowledge, all of the distribution, servicing and other information
required to be provided under Form 10-D for the period covered by this report
is
included in the Exchange Act periodic reports;
4. Based
on my knowledge and upon the annual compliance statement required in this report
under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
periodic reports, the Servicer has fulfilled each of its obligations under
the
servicing agreement; and
5. All
of the reports on assessment of compliance with servicing criteria for
asset-backed securities and their related attestation reports on assessment
of
compliance with servicing criteria for asset-backed securities required to
be
included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material
instances of noncompliance described in such reports have been disclosed in
this
report on Form 10-K.
In
giving
the certifications above, I have reasonably relied on information provided
to me
by the following unaffiliated parties: Ameriquest Mortgage Company and
Countrywide Home Loans Servicing LP.
Date:
[__], 2007
|
XXXXX
FARGO BANK, N.A.
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
|
Title:
|
|||||||||||||
|
Date:
|
|||||||||||||
EXHIBIT
H-2
FORM
CERTIFICATION TO BE PROVIDED TO MASTER SERVICER BY THE SERVICER
|
Re:
|
Citigroup
Mortgage Loan Trust Inc., Series 2007-AMC4
Asset-Backed
Pass-Through Certificates, Series
2007-AMC4
|
Ameriquest
Mortgage Company as Servicer (the “Company”) hereby certifies to the Master
Servicer that:
1. I
have reviewed the servicer compliance statement of the Company provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of any Subservicer’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, the Master Servicer and/or 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 the 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,
the Master Servicer and/or the Trust Administrator;
4. I
am responsible for reviewing the activities performed by the Company as 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 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 this
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by any Subservicer and Subcontractor pursuant to the Agreement, have
been provided to the Depositor, the Master Servicer and/or the Trust
Administrator. Any material instances of noncompliance described in
such reports have been disclosed to the Depositor, the Master Servicer and/or
the Trust Administrator. Any material instance of noncompliance with
the Servicing Criteria has been disclosed in such reports.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, dated June 1, 2007 (the “Pooling and Servicing
Agreement”), among the Depositor as depositor, Ameriquest Mortgage Company as
Servicer, Xxxxx Fargo Bank, N.A. as master servicer and as trust administrator
and U.S. Bank National Association as trustee.
|
[AMERIQUEST
MORTGAGE COMPANY]
|
|||||||||||||
|
By:
|
|||||||||||||
|
Name:
|
|||||||||||||
| Title: | |||||||||||||
| Date: | |||||||||||||
EXHIBIT
H-3
FORM
OF
CERTIFICATION TO BE PROVIDED TO THE MASTER SERVICER BY THE BACKUP SERVICER
(IN
ITS CAPACITY AS SUCESSOR SERVICER)
|
Re:
|
The
[ ]
agreement dated as of [ ], 200[
] (the “Agreement”), among [IDENTIFY
PARTIES]
|
I,
________________________________, the _______________________ of Countrywide
Home Loans, Inc., certify to [the Master Servicer], [the Depositor], [Master
Servicer], [Securities Administrator] or [Trustee], and its officers, with
the
knowledge and intent that they will rely upon this certification,
that:
(1) I
have reviewed the servicer compliance statement of Countrywide provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of Countrywide’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 Countrywide during 200[ ] that were delivered
by Countrywide to the [Depositor] [Master Servicer] [Securities Administrator]
or [Trustee] pursuant to the Pooling and Servicing Agreement (collectively,
the
“Company Servicing Information”);
(2) Based
on my knowledge, Countrywide Servicing Information, taken as a whole, does
not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period
of
time covered by Countrywide Servicing Information;
(3) Based
on my knowledge, all of Countrywide Servicing Information required to be
provided by Countrywide under the Pooling and Servicing Agreement has been
provided to the [Depositor] [Master Servicer] [Securities Administrator] or
[Trustee];
(4) I
am responsible for reviewing the activities performed by Countrywide as servicer
under the Pooling and Servicing Agreement, and based on my knowledge and the
compliance review conducted in preparing the Compliance Statement and except
as
disclosed in the Compliance Statement, the Servicing Assessment or the
Attestation Report, Countrywide has fulfilled its obligations under the Pooling
and Servicing Agreement; and
[Intentionally
Left Blank]
(5) The
Compliance Statement required to be delivered by Countrywide pursuant to the
Pooling and Servicing Agreement, and the Servicing Assessment and Attestation
Report required to be provided by Countrywide and by each Subservicer and
Participating Entity pursuant to the Pooling and Servicing Agreement, have
been
provided to the [Depositor] [Master Servicer]. Any material instances of
noncompliance described in such reports have been disclosed to the [Depositor]
[Master Servicer]. Any material instance of noncompliance with the
Servicing Criteria has been disclosed in such reports.
| Date: | |||
|
|
By:
|
||
| Name: | |||
| Title: | |||
EXHIBIT
I
FORM
OF
INTEREST RATE CAP AGREEMENT
|
DATE:
|
29-Jun-07
|
|
|
|
|
TO:
|
Xxxxx
Fargo Bank, N.A., not individually, but solely as Cap Trustee on
behalf of
the Cap Trust with respect to the Citigroup Mortgage Loan Trust
2007-AMC4,
Asset-Backed Pass-Through Certificates, Series
2007-AMC4
|
|
|
0000
Xxx Xxxxxxxxx
Xxxx
|
|
|
Xxxxxxxx,
Xxxxxxxx
00000
|
|
|
Attention:
Client Manager – CMLTI
2007-AMC4
|
|
|
|
|
|
Fax:
(000)
000-0000
|
|
|
|
|
FROM:
|
Swiss
Re Financial Products Corporation
|
|
|
|
|
SUBJECT:
|
Fixed
Income Derivatives Confirmation
|
|
|
|
|
REFERENCE
NUMBER:
|
SRFP
Ref: 1558983
|
The
purpose of this long-form confirmation (“Long-form
Confirmation”) is to confirm the terms and conditions
of the current Transaction entered into on the Trade Date specified below (the
“Transaction”) between Swiss Re Financial Products Corporation
(“Party A”) and Xxxxx Fargo Bank, N.A.,
not individually, but solely as cap trustee (the “Cap Trustee”) on behalf of the
cap trust with respect to the Citigroup Mortgage Loan Trust 2007-AMC4,
Asset-Backed Pass-Through Certificates, Series 2007-AMC4 (the “Cap Trust”)
(“Party B”) created under the Pooling and Servicing Agreement,
dated as of June 1, 2007, among Citigroup Mortgage Loan Trust Inc. (the
“Depositor”), Ameriquest Mortgage Company (the “Servicer”), Xxxxx Fargo Bank,
N.A. (the “Master Servicer” and “Trust Administrator”), and U.S. Bank National
Association (the “Trustee”) (the “Pooling and
Servicing Agreement”). This Long-form Confirmation evidences
a complete and binding agreement between you and us to enter into the
Transaction on the terms set forth below and replaces any previous agreement
between us with respect to the subject matter hereof. Item 2 of this
Long-form Confirmation constitutes a “Confirmation” as referred
to in the ISDA Master Agreement (defined below); Item 3 of this Long-form
Confirmation constitutes a “Schedule” as referred to in the
ISDA Master Agreement; and Annex A hereto constitutes Paragraph 13 of a Credit
Support Annex to the Schedule.
|
Item
1.
|
The
Confirmation set forth at Item 2 hereof shall supplement, form a
part of,
and be subject to an agreement in the form of the ISDA Master Agreement
(Multicurrency - Cross Border) as published and copyrighted in 1992
by the
International Swaps and Derivatives Association, Inc. (the “ISDA
Master Agreement”), as if Party A and Party B had executed an
agreement in such form on the date hereof, with a Schedule as set
forth in
Item 3 of this Long-form Confirmation, and an ISDA Credit Support
Annex
(Bilateral Form - ISDA Agreements Subject to New York Law Only version)
as
published and copyrighted in 1994 by the International Swaps and
Derivatives Association, Inc., with Paragraph 13 thereof as set forth
in
Annex A hereto (the “Credit Support
Annex”). For the avoidance of doubt, the Transaction
described herein shall be the sole Transaction governed by such ISDA
Master Agreement.
|
|
Item
2.
|
The
terms of the particular Transaction to which this Confirmation relates
are
as follows:
|
|
Type
of Transaction:
|
Interest
Rate Cap
|
|
Notional
Amount:
|
With
respect to any Calculation Period, the amount set forth for such
Calculation Period on Schedule I attached hereto.
|
|
Trade
Date:
|
June
13, 2007
|
|
Effective
Date:
|
September
25, 2007
|
|
Termination
Date:
|
June
25, 2008, subject to adjustment in accordance with the Business Day
Convention
|
|
Fixed
Amounts:
|
|
|
Fixed
Rate Payer:
|
Party
B
|
|
Fixed
Rate Payer
|
|
|
Payment
Date:
|
June
29, 2007
|
|
Fixed
Amount:
|
$574,000
|
|
Floating
Amounts:
|
|
|
Floating
Rate Payer:
|
Party
A
|
|
Floating
Rate Payer
|
|
|
Period
End Dates:
|
The
25th
calendar day of each month during the Term of this Transaction, commencing
October 25, 2007, and ending on the Termination Date, subject to
adjustment in accordance with the Business Day
Convention.
|
|
Floating
Rate Payer
|
|
|
Payment
Dates:
|
Early
Payment shall be applicable. The Floating Rate Payer Payment
Date shall be two (2) Business Day preceding each Floating Rate Payer
Period End Date.
|
|
Floating
Rate Option:
|
USD-LIBOR-BBA
|
|
Cap
Rate:
|
5.50%
|
|
Floating
Amount:
|
To
be determined in accordance with the following formula:
|
|
The
greater of (i) Scale Factor*(Floating Rate Option – Cap Rate)*Notional
Amount*Floating Rate Day Count Fraction, and (ii) zero.
|
|
|
Designated
Maturity:
|
One
month
|
|
Floating
Rate Day
|
|
|
Count
Fraction:
|
Actual/360
|
|
Scale
Factor
|
250
|
|
Reset
Dates:
|
The
first day of each Calculation Period.
|
|
Compounding:
|
Inapplicable
|
|
Business
Days:
|
New
York
|
|
Business
Day Convention:
|
Following
|
Item
3. Provisions
Deemed Incorporated in a Schedule to the ISDA Master Agreement:
|
Part
1.
|
Termination
Provisions.
|
|
|
For
the purposes of this Agreement:-
|
(a) “Specified
Entity” will not apply to Party A or Party B for any
purpose.
|
(b)
|
“Specified
Transaction” will have the meaning specified in Section
14.
|
|
(c)
|
Events
of Default.
|
The
statement below that an Event of Default will apply to a specific party means
that upon the occurrence of such an Event of Default with respect to such party,
the other party shall have the rights of a Non-defaulting Party under Section
6
of this Agreement; conversely, the statement below that such event will not
apply to a specific party means that the other party shall not have such
rights.
|
(i)
|
The
“Failure to Pay or Deliver” provisions of Section 5(a)(i)
will apply to Party A and will apply to Party B; provided, however,
that Section 5(a)(i) is hereby amended by replacing the word
“third” with the word “first”; provided, further, that notwithstanding
anything to the contrary in Section 5(a)(i), any failure by Party
A to
comply with or perform any obligation to be complied with or performed
by
Party A under the Credit Support Annex shall not constitute an Event
of
Default under Section 5(a)(i) unless a Xxxxx’x Second Trigger Downgrade
Event has occurred and is continuing and at least 30 Local Business
Days
have elapsed since such Xxxxx’x Second Trigger Downgrade Event first
occurred.
|
|
(ii)
|
The
“Breach of Agreement” provisions of Section 5(a)(ii) will
apply to Party A and will not apply to Party
B.
|
|
(iii)
|
The
“Credit Support Default” provisions of Section 5(a)(iii)
will apply to Party A and will not apply to Party B except that Section
5(a)(iii)(1) will apply to Party B solely in respect of Party B’s
obligations under Paragraph 3(b); provided, however, that notwithstanding
anything to the contrary in Section 5(a)(iii)(1), any failure by
Party A
to comply with or perform any obligation to be complied with or performed
by Party A under the Credit Support Annex shall not constitute an
Event of
Default under Section 5(a)(iii) unless a Xxxxx’x Second Trigger Downgrade
Event has occurred and is continuing and at least 30 Local Business
Days
have elapsed since such Xxxxx’x Second Trigger Downgrade Event first
occurred.
|
|
(iv)
|
The
“Misrepresentation” provisions of Section 5(a)(iv) will
apply to Party A and will not apply to Party
B.
|
|
(v)
|
The
“Default under Specified Transaction” provisions of
Section 5(a)(v) will apply to Party A and will not apply to Party
B.
|
|
(vi)
|
The
“Cross Default” provisions of Section 5(a)(vi) will apply
to Party A and will not apply to Party B. For purposes of
Section 5(a)(vi), solely with respect to Party
A:
|
“Specified
Indebtedness” will have the meaning specified in Section 14, except that such
term shall not include insurance contracts entered into in the ordinary course
of Party A’s Credit Support Provider’s insurance business.
“Threshold
Amount” means with respect to Party A an amount equal to three percent (3%) of
the shareholders’ equity of Party A or, if applicable, a guarantor under an
Eligible Guarantee with credit ratings at least equal to the S&P Required
Ratings Threshold and the Xxxxx’x Second Trigger Threshold, (as shown in the
most recent annual audited financial statements of such entity determined in
accordance with generally accepted accounting
principles).
|
(vii)
|
The
“Bankruptcy” provisions of Section 5(a)(vii) will apply
to Party A and will apply to Party B; provided, however, that, for
purposes of applying Section 5(a)(vii) to Party B: (A) Section
5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall not
apply to
any assignment, arrangement or composition that is effected by or
pursuant
to the Pooling and Servicing Agreement, (C) Section 5(a)(vii)(4)
shall not
apply to a proceeding instituted, or a petition presented, by Party
A or
any of its Affiliates (for purposes of Section 5(a)(vii)(4), Affiliate
shall have the meaning set forth in Section 14, notwithstanding anything
to the contrary in this Agreement), (D) Section 5(a)(vii)(6) shall
not
apply to any appointment that is effected by or pursuant to the Pooling
and Servicing Agreement, or any appointment to which Party B has
not yet
become subject; (E) Section 5(a)(vii) (7) shall not apply; (F) Section
5(a)(vii)(8) shall apply only to the extent of any event which has
an
effect analogous to any of the events specified in clauses (1), (3),
(4),
(5) or (6) of Section 5(a)(vii), in each case as modified in this
Part
1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
apply.
|
|
(viii)
|
The
“Merger Without Assumption” provisions of Section
5(a)(viii) will apply to Party A and will not apply to Party
B.
|
(d) Termination
Events.
The
statement below that a Termination Event will apply to a specific party means
that upon the occurrence of such a Termination Event, if such specific party
is
the Affected Party with respect to a Tax Event, the Burdened Party with respect
to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
with respect to a Credit Event Upon Merger, as the case may be, such specific
party shall have the right to designate an Early Termination Date in accordance
with Section 6 of this Agreement; conversely, the statement below that such
an
event will not apply to a specific party means that such party shall not have
such right; provided, however, with respect to “Illegality” the statement that
such event will apply to a specific party means that upon the occurrence of
such
a Termination Event with respect to such party, either party shall have the
right to designate an Early Termination Date in accordance with Section 6 of
this Agreement.
(i) The
“Illegality” provisions of Section 5(b)(i) will apply to Party
A and will apply to Party B.
|
|
(ii)
|
The
“Tax Event” provisions of Section 5(b)(ii) will apply to
Party A except that, for purposes of the application of Section 5(b)(ii)
to Party A, Section 5(b)(ii) is hereby amended by deleting the words
“(x)
any action taken by a taxing authority, or brought in a court of
competent
jurisdiction, on or after the date on which a Transaction is entered
into
(regardless of whether such action is taken or brought with respect
to a
party to this Agreement) or (y)”, and the “Tax Event”
provisions of Section 5(b)(ii) will apply to Party
B.
|
|
|
(iii)
|
The
“Tax Event Upon Merger” provisions of Section 5(b)(iii)
will apply to Party A and will apply to Party B, provided that Party
A
shall not be entitled to designate an Early Termination Date by reason
of
a Tax Event upon Merger in respect of which it is the Affected
Party.
|
|
|
(iv)
|
The
“Credit Event Upon Merger” provisions of Section 5(b)(iv)
will not apply to Party A and will not apply to Party
B.
|
|
(e)
|
The
“Automatic Early Termination” provision of Section 6(a)
will not apply to Party A and will not apply to Party
B.
|
(f) Payments
on Early Termination. For the purpose of Section 6(e) of
this Agreement:
|
(i)
|
Market
Quotation will apply, provided, however, that, notwithstanding anything
to
the contrary in this Agreement, if an Early Termination Date has
been
designated as a result of a Derivative Provider Trigger Event, the
following provisions will apply:
|
|
|
(A)
|
The
definition of Market Quotation in Section 14 shall be deleted in
its
entirety and replaced with the
following:
|
“Market
Quotation” means, with respect to one or more Terminated
Transactions, a Firm Offer which is (1) made by an Eligible Replacement, (2)
for
an amount that would be paid to Party B (expressed as a negative number) or
by
Party B (expressed as a positive number) in consideration of an agreement
between Party B and such Eligible Replacement to enter into a Replacement
Transaction, and (3) made on the basis that Unpaid Amounts in respect of the
Terminated Transaction or group of Transactions are to be excluded but, without
limitation, any payment or delivery that would, but for the relevant Early
Termination Date, have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date is to be
included.
|
|
(B)
|
The
definition of Settlement Amount shall be deleted in its entirety
and
replaced with the following:
|
“Settlement
Amount” means, with respect to any Early Termination Date, an
amount (as determined by Party B) equal to:
|
|
(a)
|
if,
on or prior to such Early Termination Date, a Market Quotation for
the
relevant Terminated Transaction or group of Terminated Transactions
is
accepted by Party B at the written direction of the Depositor so
as to
become legally binding, the Termination Currency Equivalent of the
amount
(whether positive or negative) of such Market
Quotation;
|
|
|
(b)
|
if,
on such Early Termination Date, no Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions has been
accepted by Party B at the written direction of the Depositor so
as to
become legally binding and one or more Market Quotations from Approved
Replacements have been communicated to Party B and remain capable
of
becoming legally binding upon acceptance by Party B, the Termination
Currency Equivalent of the amount (whether positive or negative)
of the
lowest of such Market Quotations (for the avoidance of doubt, (I)
a Market
Quotation expressed as a negative number is lower than a Market Quotation
expressed as a positive number and (II) the lower of two Market Quotations
expressed as negative numbers is the one with the largest absolute
value);
or
|
|
|
(c)
|
if,
on such Early Termination Date, no Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions is accepted
by
Party B so as to become legally binding and no Market Quotation from
an
Approved Replacement has been communicated to Party B and remains
capable
of becoming legally binding upon acceptance by Party B, Party B’s Loss
(whether positive or negative and without reference to any Unpaid
Amounts)
for the relevant Terminated Transaction or group of Terminated
Transactions.”
|
|
|
(C)
|
If
Party B at the written direction of the Depositor requests Party
A in
writing to obtain Market Quotations, Party A shall use its reasonable
efforts to do so before the Early Termination
Date.
|
|
|
(D)
|
If
the Settlement Amount is a negative number, Section 6(e)(i)(3) shall
be
deleted in its entirety and replaced with the
following:
|
“(3)
Second Method and Market Quotation. If the Second Method and Market
Quotation apply, (I) Party B shall pay to Party A an amount equal to the
absolute value of the Settlement Amount in respect of the Terminated
Transactions, (II) Party B shall pay to Party A the Termination Currency
Equivalent of the Unpaid Amounts owing to Party A and (III) Party A shall pay
to
Party B the Termination Currency Equivalent of the Unpaid Amounts owing to
Party
B; provided, however, that (x) the amounts payable under the immediately
preceding clauses (II) and (III) shall be subject to netting in accordance
with
Section 2(c) of this Agreement and (y) notwithstanding any other provision
of
this Agreement, any amount payable by Party A under the immediately preceding
clause (III) shall not be netted against any amount payable by Party B under
the
immediately preceding clause (I).”
|
|
(E)
|
At
any time on or before the Early Termination Date at which two or
more
Market Quotations from Approved Replacements have been communicated
to
Party B and remain capable of becoming legally binding upon acceptance
by
Party B, Party B shall be entitled to accept only the lowest of such
Market Quotations (for the avoidance of doubt, (I) a Market Quotation
expressed as a negative number is lower than a Market Quotation expressed
as a positive number and (II) the lower of two Market Quotations
expressed
as negative numbers is the one with the largest absolute
value).
|
|
|
(F)
|
In
determining whether or not a Firm Offer satisfies clause (B)(y) of
the
definition of Replacement Transaction and whether or not a proposed
transfer satisfies clause (e)(B)(y) of the definition of Permitted
Transfer, Party B shall act in a commercially reasonable
manner.
|
|
(ii)
|
The
Second Method will apply.
|
(g) “Termination
Currency” means USD.
(h) Additional
Termination Events. Additional Termination Events will apply
as provided in Part 5(c).
Part
2. Tax Matters.
(a) Tax
Representations.
|
|
(i)
|
Payer
Representations. For the purpose of Section 3(e) of
this Agreement:
|
(A) Party
A makes the following representation(s):
None.
(B) Party
B makes the following representation(s):
None.
(ii) Payee
Representations. For the purpose of Section 3(f) of this
Agreement:
(A) Party
A makes the following representation(s):
Party
A
represents that it is a corporation organized under the laws of the State of
Delaware.
(B) Party
B makes the following representation(s):
None.
|
(b)
|
Tax
Provisions.
|
|
|
(i)
|
Gross
Up. Section 2(d)(i)(4) shall not apply to Party B as
X, and Section 2(d)(ii) shall not apply to Party B as Y, in each
case such
that Party B shall not be required to pay any additional amounts
referred
to therein.
|
|
|
(ii)
|
Indemnifiable
Tax. The definition of “Indemnifiable Tax” in Section
14 is deleted in its entirety and replaced with the
following:
|
“Indemnifiable
Tax” means, in relation to payments by Party A, any Tax and, in
relation to payments by Party B, no Tax.
Part
3. Agreement to Deliver Documents.
(a) For
the purpose of Section 4(a)(i), tax forms, documents, or certificates to be
delivered are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
|
|
Party
A
|
An
original properly completed and executed United States Internal Revenue
Service Form W-9 (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)
an original properly completed and executed United States Internal
Revenue
Service Form W-9 with respect to any payments received or to be received
by the initial beneficial owner of payments to Party B under this
Agreement, and (ii) thereafter, the appropriate tax
certification form (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX,
X-0XXX
or W-8ECI, as applicable (or any successor form thereto)) with respect
to
any payments received or to be received by the beneficial owner of
payments to Party B under this Agreement from time to time, which
forms
are received by Party B in accordance with the Pooling and Servicing
Agreement.
|
(i)
on or before the first payment date under this Agreement, including
any
Credit Support Document, (ii) promptly upon the reasonable demand
by Party
A, (iii) prior to the expiration or obsolescence of any previously
delivered form, and (iv) promptly upon the information on any such
previously delivered form becoming inaccurate or
incorrect.
|
(b) For
the purpose of Section 4(a)(ii), other documents to be delivered
are:
|
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d) Representation
|
||
|
Party
A and
Party
B
|
Any
documents required by the receiving party to evidence the authority
of the
delivering party or its Credit Support Provider, if any, for it to
execute
and deliver the Agreement, each Confirmation, and any Credit Support
Documents to which it is a party, and to evidence the authority of
the
delivering party or its Credit Support Provider to perform its obligations
under the Agreement, each Confirmation and any Credit Support Document,
as
the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
||
|
Party
A and
Party
B
|
A
certificate of an authorized officer of the party, as to the incumbency
and authority of the respective officers of the party signing the
Agreement, each Confirmation, and any relevant Credit Support
Document, as the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
||
|
Party
A
|
Annual
Report of Party A’s Credit Support Provider containing consolidated
financial statements certified by independent certified public accountants
and prepared in accordance with generally accepted accounting principles
in the country in which Party A’s Credit Support Provider is
organized
|
Promptly
upon becoming publicly available
|
Yes
|
||
|
Party
A
|
Semi
Annual Financial Statements of Party A’s Credit Support Provider
containing unaudited, consolidated financial statements of Party
A’s
Credit Support Provider’s Interim Report prepared in accordance with
generally accepted accounting principles in the country in which
Party A’s
Credit Support Provider is organized
|
Promptly
upon becoming publicly available
|
Yes
|
||
|
Party
A
|
A
guarantee of Swiss Reinsurance Company
|
Upon
the execution and delivery of this Agreement
|
No
|
||
|
Party
A
|
An
opinion of counsel to Party A’s guarantor
|
Upon
the execution and delivery of this Agreement
|
No
|
||
|
Party
B
|
An
opinion of counsel relating to the Pooling and Servicing Agreement
and the
other principal transaction documents reasonably acceptable to Party
A
|
Upon
the execution and delivery of this Agreement
|
No
|
||
|
Party
A
|
Description
of all current credit ratings of Party A by each Rating Agency then
rating
Party A
|
Promptly
upon request by Party B
|
No
|
||
|
Party
B
|
Final
executed version of the Pooling and Servicing Agreement
|
Promptly
upon such final version becoming publicly available
|
No
|
||
Part
4. Miscellaneous.
|
(a)
|
Address
for Notices: For the purposes of Section 12(a) of
this Agreement:
|
Address
for notices or communications
to Party A:
|
Address:
|
Swiss
Re Financial Products Corporation
|
|
00
Xxxx 00xx
Xxxxxx
|
|
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|
|
Attention:
|
Head
of Operations
|
|
Facsimile:
|
(000)
000-0000
|
With
a copy to:
|
Address:
|
Swiss
Re Financial Products Corporation
|
|
00
Xxxx 00xx
Xxxxxx
|
|
|
Xxx
Xxxx, Xxx Xxxx 00000
|
|
|
Attention:
|
Legal
Department
|
|
Facsimile:
|
(000)
000-0000
|
(For
all
purposes)
Address
for notices or communications
to Party B:
|
Address:
|
Xxxxx
Fargo Bank, N.A.
|
|
0000
Xxx Xxxxxxxxx
Xxxx
|
|
|
Xxxxxxxx,
Xxxxxxxx
00000
|
|
|
Attention:
|
Client
Manager /CMLTI 2007-AMC4
|
|
Facsimile:
|
(000)
000-0000
|
|
Phone:
|
(000)
000-0000
|
(For
all
purposes)
(b) Process
Agent. For the purpose of Section 13(c):
Party
A
appoints as its Process Agent: Not applicable.
Party
B
appoints as its Process Agent: Not applicable.
|
(c)
|
Offices. The
provisions of Section 10(a) will apply to this Agreement; neither
Party A
nor Party B has any Offices other than as set forth in the Notices
Section.
|
|
(d)
|
Multibranch
Party. For the purpose of Section 10(c) of this
Agreement:
|
Party
A is not a Multibranch
Party.
|
|
Party
B is not a Multibranch Party.
|
|
(e)
|
Calculation
Agent. The Calculation Agent is Party A; provided,
however, that if an Event of Default shall have occurred with respect
to
Party A, Party B shall have the right to appoint as Calculation Agent
a
third party, reasonably acceptable to Party A, the cost for which
shall be
borne by Party A.
|
(f) Credit
Support Document.
|
Party
A:
|
The
Credit Support Annex, and any guarantee in support of Party A’s
obligations under this Agreement.
|
|
Party
B:
|
The
Credit Support Annex, solely in respect of Party B’s obligations under
Paragraph 3(b) of the Credit Support
Annex.
|
|
(g)
|
Credit
Support Provider.
|
|
Party
A:
|
The
guarantor under any guarantee in support of Party A’s obligations under
this Agreement.
|
|
Party
B:
|
None.
|
|
(h)
|
Governing
Law. The parties to this Agreement hereby agree that
the law of the State of New York shall govern their rights and duties
in
whole (including any claim or controversy arising out of or relating
to
this Agreement), without regard to the conflict of law provisions
thereof
other than New York General Obligations Law Sections 5-1401 and
5-1402.
|
|
(i)
|
Netting
of Payments. Subparagraph (ii) of Section 2(c) will
apply to each Transaction
hereunder.
|
|
(j)
|
Affiliate. “Affiliate”
shall have the meaning assigned thereto in Section 14; provided,
however,
that Party B shall be deemed to have no Affiliates for purposes of
this
Agreement, including for purposes of Section
6(b)(ii).
|
Part
5. Other Provisions.
|
(a)
|
Definitions.
Unless otherwise specified in a Confirmation, this Agreement
and
each Transaction under this Agreement are subject to the 2000 ISDA
Definitions as published and copyrighted in 2000 by the International
Swaps and Derivatives Association, Inc. (the
“Definitions”), and will be governed in all relevant
respects by the provisions set forth in the Definitions, without
regard to
any amendment to the Definitions subsequent to the date
hereof. The provisions of the Definitions are hereby
incorporated by reference in and shall be deemed a part of this Agreement,
except that (i) references in the Definitions to a “Swap Transaction”
shall be deemed references to a “Transaction” for purposes of this
Agreement, and (ii) references to a “Transaction” in this Agreement shall
be deemed references to a “Swap Transaction” for purposes of the
Definitions. Each term capitalized but not defined in this Agreement
shall
have the meaning assigned thereto in the Pooling and Servicing
Agreement.
|
Each
reference herein to a “Section” (unless specifically referencing the Pooling and
Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
a reference to a Section of the ISDA Master Agreement; each herein reference
to
a “Part” will be construed as a reference to the Schedule to the ISDA Master
Agreement; each reference herein to a “Paragraph” will be construed as a
reference to a Paragraph of the Credit Support Annex.
(b) Amendments
to ISDA Master Agreement.
|
|
(i)
|
Single
Agreement. Section 1(c) is hereby amended by the
adding the words “including, for the avoidance of doubt, the Credit
Support Annex” after the words “Master
Agreement”.
|
|
|
(ii)
|
Conditions
Precedent.
|
Section
2(a)(iii) is hereby amended by adding the following at the end
thereof:
|
Notwithstanding
anything to the contrary in Section 2(a)(iii)(1), if an Event of Default with
respect to Party B or Potential Event of Default with respect to Party B has
occurred and been continuing for more than 30 Local Business Days and no Early
Termination Date in respect of the Affected Transactions has occurred or been
effectively designated by Party A, the obligations of Party A under Section
2(a)(i) shall cease to be subject to the condition precedent set forth in
Section 2(a)(iii)(1) with respect to such specific occurrence of such Event
of
Default or such Potential Event of Default (the “Specific
Event”); provided, however, for the avoidance of doubt, the obligations
of Party A under Section 2(a)(i) shall be subject to the condition precedent
set
forth in Section 2(a)(iii)(1) (subject to the foregoing) with respect to any
subsequent occurrence of the same Event of Default with respect to Party B
or
Potential Event of Default with respect to Party B after the Specific Event
has
ceased to be continuing and with respect to any occurrence of any other Event
of
Default with respect to Party B or Potential Event of Default with respect
to
Party B that occurs subsequent to the Specific Event.
|
|
(iii)
|
Change
of Account. Section 2(b) is hereby amended by the
addition of the following after the word “delivery” in the first line
thereof: “to another account in the same legal and tax
jurisdiction as the original
account”.
|
|
|
(iv)
|
Representations. Section
3 is hereby amended by adding at the end thereof the following subsection
(g):
|
|
|
“(g)
|
Relationship
Between Parties.
|
|
|
(1)
|
Nonreliance. (i)
It is not relying on any statement or representation of the other
party
(whether written or oral) regarding any Transaction hereunder, other
than
the representations expressly made in this Agreement or the Confirmation
in respect of that Transaction and (ii) it has consulted with its
own
legal, regulatory, tax, business, investment, financial and accounting
advisors to the extent it has deemed necessary, and it has made its
own
investment, hedging and trading decisions based upon its own judgment
and
upon any advice from such advisors as it has deemed necessary and
not upon
any view expressed by the other
party.
|
|
|
(2)
|
Evaluation
and Understanding. (i) It has the capacity to evaluate
(internally or through independent professional advice) each Transaction
and has made its own decision to enter into the Transaction and (ii)
it
understands the terms, conditions and risks of the Transaction and
is
willing and able to accept those terms and conditions and to assume
those
risks, financially and otherwise.
|
|
|
(3)
|
Purpose. It
is entering into the Transaction for the purposes of managing its
borrowings or investments, hedging its underlying assets or liabilities
or
in connection with a line of
business.
|
|
|
(4)
|
Status
of Parties. The other party is not acting as an agent,
fiduciary or advisor for it in respect of the
Transaction.
|
|
|
(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 (i) by deleting the words “or if a Tax Event Upon Merger occurs
and the Burdened Party is the Affected Party,” and the words “, which
consent will not be withheld if such other party’s policies in effect at
such time would permit it to enter into transactions with the transferee
on the terms proposed”and (ii) by deleting the words “to transfer” and
inserting the words “to effect a Permitted Transfer” in lieu
thereof.
|
|
|
(vi)
|
Jurisdiction.
Section 13(b) is hereby amended by: (i) deleting in the
second
line of subparagraph (i) thereof the word “non-”, (ii) deleting “; and”
from the end of subparagraph (i) and inserting “.” in lieu thereof, and
(iii) deleting the final paragraph
thereof.
|
|
|
(vii)
|
Local
Business Day. The definition of Local Business Day in
Section 14 is hereby amended by the addition of the words “or any Credit
Support Document” after “Section 2(a)(i)” and the addition of the words
“or Credit Support Document” after
“Confirmation”.
|
|
(c)
|
Additional
Termination Events. The following Additional
Termination Events will apply:
|
|
(i)
|
Failure
to Post Collateral.If Party A has failed to comply with or
perform any obligation to be complied with or performed by Party
A in
accordance with the Credit Support Annex and such failure has not
given
rise to an Event of Default under Section 5(a)(i) or Section 5(a)(iii),
then an Additional Termination Event shall have occurred with respect
to
Party A and Party A shall be the sole Affected Party with respect
to such
Additional Termination Event.
|
|
(ii)
|
Second
Rating Trigger Replacement. The occurrence of any
event described in this Part 5(c)(ii) shall constitute an Additional
Termination Event with respect to Party A and Party A shall be the
sole
Affected Party with respect to such Additional Termination
Event.
|
|
|
(A)
|
An
S&P Required Ratings Downgrade Event has occurred and is continuing
and at least 60 calendar days have elapsed since such S&P Required
Ratings Downgrade Event first
occurred.
|
|
|
(B)
|
A
Moody’s Second Trigger Downgrade Event has occurred and is continuing and
at least 30 Local Business Days have elapsed since such Moody’s Second
Trigger Downgrade Event first occurred, and at least one Eligible
Replacement has made a Firm Offer that would, assuming the occurrence
of
an Early Termination Date, qualify as a Market Quotation (on the
basis
that Part 1(f)(i)(A) applies) and which remains capable of becoming
legally binding upon acceptance.
|
|
|
(iii)
|
[Reserved.]
|
|
|
(iv)
|
[Reserved.]
|
|
|
(v)
|
[Reserved.]
|
|
|
(vi)
|
Optional
Termination of Securitization. An Additional
Termination Event shall occur upon the earlier of (i) the occurrence
of an
Optional Termination in accordance with Article IX of the Pooling
and
Servicing Agreement or (ii) notice to Certificateholders of such
Optional
Termination becoming unrescindable, in accordance with Article IX
of the
Pooling and Servicing Agreement. Party B shall be the sole Affected
Party
with respect to such Additional Termination Event; provided, however,
that
notwithstanding anything to the contrary in Section 6(b)(iv), only
Party B
may designate an Early Termination Date as a result of this Additional
Termination Event.
|
|
(d)
|
Required
Ratings Downgrade Event. If a Required Ratings
Downgrade Event has occurred and is continuing, then Party A shall,
at its
own expense, use commercially reasonable efforts to, as soon as reasonably
practicable, either (A) effect a Permitted Transfer or (B) procure
an
Eligible Guarantee by a guarantor with credit ratings at least equal
to
the S&P Required Ratings Threshold and the Moody’s Second Trigger
Threshold.
|
|
(e)
|
Compliance
with Item 1115 of Regulation
AB.
|
Party
A
and Party B hereby agree that the terms of the Item 1115 Agreement, dated as
of
June 25, 2007 (the “Item 1115 Agreement”) among Citigroup
Global Markets Realty Corp. (“Sponsor”), Citigroup Mortgage Loan Trust Inc. (the
“Depositor”) and Swiss Re Financial Products Corporation (the “Derivative
Provider”), shall be incorporated by reference into this Agreement and Party B
shall be an express third party beneficiary of the Item 1115 Agreement. A copy
of the Item 1115 Agreement is annexed hereto at Annex B.
|
(f)
|
Transfers.
|
(i) Section
7 is hereby amended to read in its entirety as follows:
“Neither
this Agreement nor any interest or obligation in or under this Agreement may
be
transferred (whether by way of security or otherwise) by either party unless
(a)
the prior written consent of the other party is obtained and (b) the Rating
Agency Condition has been satisfied with respect to S&P, except
that:
|
|
(a)
|
Party
A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
or the
Item 1115 Agreement, (2) pursuant to a consolidation or amalgamation
with,
or merger with or into, or transfer of all or substantially all its
assets
to, another entity (but without prejudice to any other right or remedy
under this Agreement), or (3) at any time at which no Relevant Entity
has
credit ratings at least equal to the Approved Ratings
Threshold;
|
|
|
(b)
|
Party
B may transfer its rights and obligations hereunder in connection
with a
transfer pursuant to Section 8.09 of the Pooling and Servicing Agreement,
and
|
|
|
(c)
|
a
party may make such a transfer of all or any part of its interest
in any
amount payable to it from a Defaulting Party under Section
6(e).
|
Any
purported transfer that is not in compliance with this Section will be
void.
|
|
(ii)
|
If
an Eligible Replacement has made a Firm Offer (which remains an offer
that
will become legally binding upon acceptance by Party B) to be the
transferee pursuant to a Permitted Transfer, Party B shall, at Party
A’s
written request and at Party A’s expense, execute such documentation
provided to it as is reasonably deemed necessary to effect such
transfer.
|
|
(g)
|
Non-Recourse. Party
A acknowledges and agrees that, notwithstanding any provision in
this
Agreement to the contrary, the obligations of Party B hereunder are
limited recourse obligations of Party B, payable solely from the
Cap Trust
and the proceeds thereof, and that Party A will not have any recourse
to
any of the directors, officers, agents, employees, shareholders or
affiliates of the Party B with respect to any claims, losses, damages,
liabilities, indemnities or other obligations in connection with
any
transactions contemplated hereby. In the event that the Cap Trust
and the
proceeds thereof, should be insufficient to satisfy all claims outstanding
and following the realization of the account held by the Cap Trust
and the
proceeds thereof, any claims against or obligations of Party B under
the
ISDA Master Agreement or any other confirmation thereunder still
outstanding shall be extinguished and thereafter not
revive. 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 Rating
Agency has been provided 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 Rating Agencies has been provided
prior
written notice of the same and the Rating Agency Condition is satisfied
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
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)
|
Cap
Trustee Liability Limitations. It is expressly
understood and agreed by the parties hereto that (a) this Agreement
is
executed and delivered by Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”) not in
its individual capacity, but solely as Cap Trustee under the Pooling
and
Servicing Agreement and the Cap Administration Agreement in the exercise
of the powers and authority conferred and vested in it thereunder;
(b)
Xxxxx Fargo has been directed pursuant to the Pooling and Servicing
Agreement to enter into this Agreement and to perform its obligations
hereunder; (c) each of the representations, warranties, covenants,
undertakings and agreements herein made on behalf of the Cap Trust
is made
and intended not as a personal representation of the Cap Trustee
but is
made and intended for the purpose of binding only the Cap Trust;
and (d)
nothing herein contained shall be construed as creating any liability
on
Xxxxx Fargo, individually or personally, to perform any covenant
either
expressed or implied contained herein, all such liability, if any,
being
expressly waived by the parties who are signatories to this Agreement
and
by any person claiming by, through or under such parties and (e)
under no
circumstances shall Xxxxx Fargo in its individual capacity be personally
liable for the payment of any indemnity, indebtedness, fees or expenses
of
the Cap Trust or any payments hereunder or for the breach or failure
of
any obligation, representation, warranty or covenant made or undertaken
under this Agreement.
|
|
(o)
|
Severability. If
any term, provision, covenant, or condition of this Agreement, or
the
application thereof to any party or circumstance, shall be held to
be
invalid or unenforceable (in whole or in part) in any respect, the
remaining terms, provisions, covenants, and conditions hereof shall
continue in full force and effect as if this Agreement had been executed
with the invalid or unenforceable portion eliminated, so long as
this
Agreement as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter of
this
Agreement and the deletion of such portion of this Agreement will
not
substantially impair the respective benefits or expectations of the
parties; provided, however, that this severability provision shall
not be
applicable if any provision of Section 2, 5, 6, or 13 (or any definition
or provision in Section 14 to the extent it relates to, or is used
in or
in connection with any such Section) shall be so held to be invalid
or
unenforceable.
|
The
parties shall endeavor to engage in good faith negotiations to replace any
invalid or unenforceable term, provision, covenant or condition with a valid
or
enforceable term, provision, covenant or condition, the economic effect of
which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
|
(p)
|
Agent
for Party B. Party A acknowledges that the Depositor
has appointed the Cap Trustee as agent under the Pooling and Servicing
Agreement and the Cap Administration Agreement to carry out certain
functions on behalf of Party B, and that the Cap Trustee shall be
entitled
to give notices and to perform and satisfy the obligations of Party
B
hereunder on behalf of Party B.
|
|
(q)
|
[Reserved.]
|
|
(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 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 Long-form Confirmation,
below.
|
|
(v)
|
Additional
representations.
|
|
|
(i)
|
Representations
of Party A. Party A represents to Party B on the date
on which Party A enters into each Transaction that Party A’s obligations
under this Agreement rank pari passu with all of Party A’s other
unsecured, unsubordinated obligations except those obligations preferred
by operation of law.
|
|
|
(ii)
|
Capacity. Party
A represents to Party B on the date on which Party A enters into
this
Agreement that it is entering into the Agreement and the Transaction
as
principal and not as agent of any person. The Cap Trustee
represents to Party A on the date on which the Cap Trustee executes
this
Agreement that it is executing the Agreement not in its individual
capacity but solely as Cap Trustee.
|
|
(w)
|
Acknowledgements.
|
|
|
(i)
|
Substantial
financial transactions. Each party hereto is hereby
advised and acknowledges as of the date hereof that the other party
has
engaged in (or refrained from engaging in) substantial financial
transactions and has taken (or refrained from taking) other material
actions in reliance upon the entry by the parties into the Transaction
being entered into on the terms and conditions set forth herein and
in the
Pooling and Servicing Agreement relating to such Transaction, as
applicable. This paragraph shall be deemed repeated on the trade
date of
each Transaction.
|
|
|
(ii)
|
Bankruptcy
Code. Subject to Part 5(m), without limiting the
applicability if any, of any other provision of the U.S. Bankruptcy
Code
as amended (the “Bankruptcy Code”) (including without limitation Sections
362, 546, 556, and 560 thereof and the applicable definitions in
Section
101 thereof), the parties acknowledge and agree that all Transactions
entered into hereunder will constitute “forward contracts” or “swap
agreements” as defined in Section 101 of the Bankruptcy Code or “commodity
contracts” as defined in Section 761 of the Bankruptcy Code, that the
rights of the parties under Section 6 of this Agreement will constitute
contractual rights to liquidate Transactions, that any margin or
collateral provided under any margin, collateral, security, pledge,
or
similar agreement related hereto will constitute a “margin payment” as
defined in Section 101 of the Bankruptcy Code, and that the parties
are
entities entitled to the rights under, and protections afforded by,
Sections 362, 546, 556, and 560 of the Bankruptcy
Code.
|
|
(x)
|
Limitation
on Events of Default. Notwithstanding the provisions
of Sections 5 and 6, with respect to this Transaction, if at any
time and
so long as Party B has satisfied in full all its payment obligations
under
Section 2(a)(i) of this Transaction and has at the time no future
payment
obligations, whether absolute or contingent, under such Section in
respect
of this Transaction, then unless Party A is required pursuant to
appropriate proceedings to return to Party B or otherwise returns
to Party
B upon demand of Party B any portion of any such payment in respect
of
this Transaction, (a) the occurrence of an event described in Section
5(a)
with respect to Party B shall not constitute an Event of Default
or
Potential Event of Default with respect to Party B as Defaulting
Party in
respect of this Transaction and (b) Party A shall be entitled to
designate
an Early Termination Date pursuant to Section 6 in respect of this
Transaction only as a result of the occurrence of a Termination Event
set
forth in either Section 5(b)(i) or 5(b)(ii) with respect to Party
A as the
Affected Party, or Section 5(b)(iii) with respect to Party A as the
Burdened Party. Party A acknowledges and agrees that Party B’s
only payment obligation under Section 2(a)(i) in respect of this
Transaction is to pay the related Fixed Amount on the related Fixed
Rate
Payer Payment Date.
|
|
(y)
|
[Reserved.]
|
(z) Additional
Definitions.
As
used
in this Agreement, the following terms shall have the meanings set forth below,
unless the context clearly requires otherwise:
“Approved
Ratings Threshold” means each of the S&P Approved Ratings
Threshold and the Moody’s First Trigger Ratings Threshold.
“Approved
Replacement” means, with respect to a Market Quotation, an entity
making such Market Quotation, which entity would satisfy conditions (a), (b),
(c) and (d) of the definition of Permitted Transfer (as determined by Party
B in
its sole discretion, acting in a commercially reasonable manner) if such entity
were a Transferee, as defined in the definition of Permitted
Transfer.
“Derivative
Provider Trigger Event” means (i) an Event of Default with respect
to which Party A is a Defaulting Party, (ii) a Termination Event with respect
to
which Party A is the sole Affected Party or (iii) an Additional Termination
Event with respect to which Party A is the sole Affected Party.
“Eligible
Guarantee” means an unconditional and irrevocable guarantee of all
present and future obligations of Party A under this Agreement (or, solely
for
purposes of the definition of Eligible Replacement, all present and future
obligations of such Eligible Replacement under this Agreement or its
replacement, as applicable) which is provided by a guarantor as principal debtor
rather than surety and which is directly enforceable by Party B, the form and
substance of which guarantee are subject to the Rating Agency Condition with
respect to S&P, and either (A) a law firm has given a legal opinion
confirming that none of the guarantor’s payments to Party B under such guarantee
will be subject to deduction or Tax collected by withholding and such opinion
has been delivered to Moody’s, or (B) such guarantee provides that, in the event
that any of such guarantor’s payments to Party B are subject to deduction or Tax
collected by withholding, such guarantor is required to pay such additional
amount as is necessary to ensure that the net amount actually received by Party
B (free and clear of any Tax collected by withholding) will equal the full
amount Party B would have received had no such deduction or withholding been
required, or (C) in the event that any payment under such guarantee is made
net
of deduction or withholding for Tax, Party A is required, under Section 2(a)(i),
to make such additional payment as is necessary to ensure that the net amount
actually received by Party B from the guarantor will equal the full amount
Party
B would have received had no such deduction or withholding been
required.
“Eligible
Replacement” means an entity (A) that lawfully could perform the
obligations owing to Party B under this Agreement (or its replacement, as
applicable), (B) (I) (x) which has credit ratings from
S&P at least equal to the S&P Required Ratings Threshold or (y) all
present and future obligations of which entity owing to Party B under this
Agreement (or its replacement, as applicable) are guaranteed pursuant to an
Eligible Guarantee provided by a guarantor with credit ratings from S&P at
least equal to the S&P Required Ratings Threshold, in either case if S&P
is a Rating Agency, and (II) (x) which has credit ratings from Moody’s at least
equal to the Moody’s Second Trigger Ratings Threshold or (y) all present and
future obligations of which entity owing to Party B under this Agreement (or
its
replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
provided by a guarantor with credit ratings from Moody’s at least equal to the
Moody’s Second Trigger Ratings Threshold, in either case if Xxxxx’x is a Rating
Agency and (C) that has executed an Item 1115 Agreement with the Sponsor and
the
Depositor. An Eligible Replacement shall provide to Party B in
writing all credit ratings described in this definition upon request by Party
B.
“Financial
Institution” means a bank, broker/dealer, insurance company,
structured investment company or derivative product company.
“Firm
Offer” means a quotation from an Eligible Replacement (i) in an
amount equal to the actual amount payable by or to Party B in consideration
of
an agreement between Party B and such Eligible Replacement to replace Party
A as
the counterparty to this Agreement by way of novation or, if such novation
is
not possible, an agreement between Party B and such Eligible Replacement to
enter into a Replacement Transaction (assuming that all Transactions hereunder
become Terminated Transactions), and (ii) that constitutes an offer by such
Eligible Replacement to replace Party A as the counterparty to this Agreement
or
enter a Replacement Transaction that will become legally binding upon such
Eligible Replacement upon acceptance by Party B.
“Moody’s”
means Xxxxx’x Investors Service,
Inc., or any successor thereto.
“Moody’s
First Trigger Ratings Threshold” means, with respect to Party A,
the guarantor under an Eligible Guarantee, or an Eligible Replacement, (i)
if
such entity has a short-term unsecured and unsubordinated debt rating from
Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt
rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a
short-term unsecured and unsubordinated debt rating or counterparty rating
from
Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
rating from Moody’s of “A1”.
“Moody’s
Second Trigger Downgrade
Event”means
that
no Relevant Entity has credit ratings from Moody’s at least equal to the
Moody’s Second Trigger Ratings Threshold.
“Moody’s
Second Trigger Ratings Threshold” means,
with respect to Party A, the guarantor under an Eligible Guarantee, or an
Eligible Replacement, (i) if such entity has a short-term unsecured and
unsubordinated debt rating from Moody’s, a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
or (ii) if such entity does not have a short-term unsecured and unsubordinated
debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
or counterparty rating from Moody’s of “A3”.
“Permitted
Transfer” means a transfer by novation by Party A, pursuant to
Section 6(b)(ii) or the Item 1115 Agreement, or which is described in Sections
7(a)(2) or (3) (as amended herein), to a transferee (the
“Transferee”) of Party A’s rights, liabilities, duties and
obligations under this Agreement, with respect to which transfer each of the
following conditions is satisfied: (a) the Transferee is an Eligible
Replacement; (b) Party A and the Transferee are both “dealers in notional
principal contracts” within the meaning of Treasury regulations section
1.1001-4; (c) as of the date of such transfer the Transferee would not be
required to withhold or deduct on account of Tax from any payments under this
Agreement or would be required to gross up for such Tax under Section
2(d)(i)(4); (d) an Event of Default or Termination Event would not occur as
a
result of such transfer; (e) the Transferee contracts with Party B pursuant
to a
written instrument (the “Transfer Agreement”) (A) (i) on terms
which are
effective to transfer to the Transferee all, but not less than all, of Party
A’s
rights, liabilities, duties and obligations under the Agreement and all relevant
Transactions, which terms are identical to the terms of this Agreement, other
than party names, dates relevant to the effective date of such transfer, tax
representations (provided that the representations in Part 2(a)(i) are not
modified) and any other representations regarding the status of the substitute
counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2) or Part
5(v)(ii), notice information and account details, and (ii) each Rating Agency
has been given prior written notice of such transfer,
or (B) (i) on terms that (x) have the effect of preserving for Party B the
economic equivalent of all payment and delivery obligations (whether absolute
or
contingent and assuming the satisfaction of each applicable condition precedent)
under this Agreement immediately before such transfer and (y) are, in all
material respects, no less beneficial for Party B than the terms of this
Agreement immediately before such transfer, as determined by Party B, and (ii)
Moody’s has been given prior written notice of such transfer and the Rating
Agency Condition is satisfied with respect to S&P; (f) Party A will be
responsible for any costs or expenses incurred in connection with such transfer
(including any replacement cost of entering into a replacement transaction);
and
(g) such transfer otherwise complies with the terms of the Pooling and Servicing
Agreement.
“Rating
Agency Condition” means, with respect to any particular proposed
act or omission to act hereunder and each Rating Agency specified in connection
with such proposed act or omission, that the party proposing such act or failure
to act must consult with each of the specified Rating Agencies and receive
from
each such Rating Agency prior written confirmation that the proposed action
or
inaction would not cause a downgrade or withdrawal of the then-current rating
of
any Certificates or Notes.
“Rating
Agencies” mean, with respect to any date of determination, each of
S&P and Moody’s, to the extent that each such rating agency is then
providing a rating for any of the Citigroup Mortgage Loan Trust 2007-AMC4,
Asset-Backed Pass-Through Certificates, Series 2007-AMC4 (the “Certificates”) or
any notes backed by any of the Certificates (the “Notes”).
“Relevant
Entities” mean Party A and, to the extent applicable, a guarantor
under an Eligible Guarantee.
“Replacement
Transaction” means, with respect to any Terminated Transaction or
group of Terminated Transactions, a transaction or group of transactions that
(A) has terms which would be effective to transfer to a transferee all, but
not
less than all, of Party A’s rights, liabilities, duties and obligations under
this Agreement and all relevant Transactions, which terms are identical to
the
terms of this Agreement, other than party names, dates relevant to the effective
date of such transfer, tax representations (provided that the representations
in
Part 2(a)(i) are not modified) and any other representations regarding the
status of the substitute counterparty of the type included in Part 5(b)(iv),
Part 5(v)(i)(2) or Part 5(v)(ii), notice information and account details, save
for the exclusion of provisions relating to Transactions that are not Terminated
Transactions, or (B) (x) would have the effect of preserving for Party B the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) under this Agreement in respect of such
Terminated Transaction or group of Terminated Transactions that would, but
for
the occurrence of the relevant Early Termination Date, have been required after
that date, and (y) has terms which are, in all material respects, no less
beneficial for Party B than those of this Agreement (save for the exclusion
of
provisions relating to Transactions that are not Terminated Transactions),
as
determined by Party B.
“Required
Ratings Downgrade Event” means that no Relevant Entity has credit
ratings at least equal to the Required Ratings Threshold.
“Required
Ratings Threshold” means each of the S&P Required Ratings
Threshold and the Moody’s Second Trigger Ratings Threshold.
“S&P”
means Standard & Poor’s Rating Services, a division
of
The XxXxxx-Xxxx Companies, Inc., or any successor thereto.
“S&P
Approved Ratings Threshold” means, with respect to Party A, the
guarantor under an Eligible Guarantee, or an Eligible Replacement, a short-term
unsecured and unsubordinated debt rating of “A-1” from S&P, or, if such
entity does not have a short-term unsecured and unsubordinated debt rating
from
S&P, a long-term unsecured and unsubordinated debt rating or counterparty
rating of “A+” from S&P.
“S&P
Required Ratings Downgrade Event” means that
no Relevant Entity has credit ratings from S&P at least equal to the S&P
Required Ratings Threshold.
“S&P
Required Ratings Threshold”
means, with
respect to Party A, the guarantor under an Eligible Guarantee, or an Eligible
Replacement, (I) if such entity is a Financial Institution, a short-term
unsecured and unsubordinated debt rating of “A-2” from S&P, or, if such
entity does not have a short-term unsecured and unsubordinated debt
rating
from S&P, a long-term unsecured and unsubordinated debt rating or
counterparty rating of “BBB+” from S&P, or (II) if such entity is not a
Financial Institution, a short-term unsecured and unsubordinated debt rating
of
“A-1” from S&P, or, if such entity does not have a short-term unsecured and
unsubordinated debt rating from S&P, a long-term unsecured and
unsubordinated debt rating or counterparty rating of “A+” from
S&P.
[Remainder
of this page intentionally left blank.]
Item
4. Account
Details and Settlement Information:
|
Payments
to Party A:
|
JPMorgan
Chase Bank
|
|
ABA#
000000000
|
|
|
SWIFT:
XXXXXX00
|
|
|
Account
of: Swiss Re Financial Products
|
|
|
Account
No.: 066-911184
|
|
|
Payments
to Party B:
|
Xxxxx
Fargo Bank, N.A.
|
|
ABA
#: 000-000-000
|
|
|
For
credit to: SAS Clearing
|
|
|
Acct
#: 0000000000
|
|
|
FFC:
53164502
|
This
Agreement may be executed in several counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same
instrument.
We
are
very pleased to have executed this Transaction with you and we look forward
to
completing other transactions with you in the near future.
Very
truly yours,
SWISS
RE
FINANCIAL PRODUCTS CORPORATION
|
By:
|
|
|
Name:
|
|
|
Title:
|
XXXXX
FARGO BANK, N.A., NOT INDIVIDUALLY, BUT SOLELY AS CAP TRUSTEE ON BEHALF OF
THE
CAP TRUST WITH RESPECT TO THE CITIGROUP MORTGAGE LOAN TRUST 2007-AMC4,
ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2007-AMC4
|
By:
|
|
|
Name:
|
|
|
Title:
|
SCHEDULE
I
Amortization
Schedule, subject
to adjustment in accordance with the Following Business Day
Convention.
|
From
and including
|
To
but excluding
|
Notional
Amount (USD)
|
|
Effective
Date
|
October
25, 2007
|
4,020,378.63
|
|
October
25, 2007
|
November
25, 2007
|
3,929,446.45
|
|
November
25, 2007
|
December
25, 2007
|
3,827,635.46
|
|
December
25, 2007
|
January
25, 2008
|
3,715,398.80
|
|
January
25, 2008
|
February
25, 2008
|
3,593,637.16
|
|
February
25, 2008
|
March
25, 2008
|
3,464,257.05
|
|
March
25, 2008
|
April
25, 2008
|
3,333,281.89
|
|
April
25, 2008
|
May
25, 2008
|
3,205,656.45
|
|
May
25, 2008
|
Termination
Date
|
3,082,441.50
|
Annex
A
Paragraph
13 of the Credit Support Annex
Annex
B
Item
1115 Agreement
ANNEX
A
ISDA®
CREDIT
SUPPORT ANNEX
to
the
Schedule to the
ISDA
Master Agreement
dated
as
of June 29, 2007 between
Swiss
Re
Financial Products Corporation (hereinafter referred to as “Party
A” or “Pledgor”)
and
Xxxxx
Fargo Bank, N.A., not individually, but solely as cap trustee (the “Cap
Trustee”) on behalf of the cap trust with respect to the Citigroup Mortgage Loan
Trust 2007-AMC4, Asset-Backed Pass-Through Certificates, Series 2007-AMC4 (the
“Cap Trust”)
(hereinafter
referred to as “Party B” or “Secured
Party”).
Paragraph
13. Elections and Variables.
|
(a)
|
Security
Interest for “Obligations”. The term
“Obligations” as used in this
Annex includes the following additional
obligations:
|
With
respect to Party A: not applicable.
With
respect to Party B: not applicable.
|
(b)
|
Credit
Support Obligations.
|
|
(i)
|
Delivery
Amount, Return Amount and Credit Support
Amount.
|
|
(A)
|
“Delivery
Amount” has the meaning specified in
Paragraph 3(a), except that:
|
|
|
(I)
|
the
words “upon a demand made by the Secured Party on or promptly following
a
Valuation Date” shall be deleted and replaced with the words “not later
than the close of business on each Valuation
Date”,
|
|
|
(II)
|
the
sentence beginning “Unless otherwise specified in Paragraph 13” and ending
“(ii) the Value as of that Valuation Date of all Posted Credit Support
held by the Secured Party.” shall be deleted in its entirety and replaced
with the following:
|
“The
“Delivery Amount” applicable to the
Pledgor for any Valuation Date will equal the 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,
and
|
|
|
(2)
|
the
amount by which (a) the Xxxxx’x Credit Support Amount for such Valuation
Date exceeds (b) the Xxxxx’x Value, as of such Valuation Date, of all
Posted Credit Support held by the Secured
Party.
|
|
|
(III)
|
if,
on any Valuation Date, the Delivery Amount equals or exceeds the
Pledgor’s
Minimum Transfer Amount, the Pledgor will Transfer to the Secured
Party
sufficient Eligible Credit Support to ensure that, immediately following
such transfer, the Delivery Amount shall be
zero.
|
|
(B)
|
“Return
Amount” has the meaning specified in Paragraph 3(b), except
that:
|
|
|
(I)
|
the
sentence beginning “Unless otherwise specified in Paragraph 13” and ending
“(ii) the Credit Support Amount.” shall be deleted in its entirety and
replaced with the following:
|
“The
“Return Amount” applicable to the Secured Party for
any Valuation Date will equal the 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,
and
|
|
|
(2)
|
the
amount by which (a) the Xxxxx’x Value, as of such Valuation Date, of all
Posted Credit Support held by the Secured Party exceeds (b) the Xxxxx’x
Credit Support Amount for such Valuation
Date.
|
|
|
(II)
|
in
no event shall the Secured Party be required to Transfer any Posted
Credit
Support under Paragraph 3(b) if, immediately following such transfer,
the
Delivery Amount would be greater than
zero.
|
|
(C)
|
“Credit
Support Amount” shall not apply. For purposes of
calculating any Delivery Amount or Return Amount for any Valuation
Date,
reference shall be made to the S&P Credit Support Amount or the
Xxxxx’x Credit Support Amount, in each case for such Valuation Date, as
provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
above.
|
|
(ii)
|
Eligible
Collateral.
|
On
any
date, the items set forth on the schedule of Eligible Collateral attached as
Schedule A hereto will qualify as “Eligible
Collateral” (for the avoidance of doubt, all Eligible Collateral
to be denominated in USD).
|
(iii)
|
Other
Eligible Support.
|
The
following items will qualify as “Other Eligible
Support” for the party specified:
Not
applicable.
|
(iv)
|
Threshold.
|
|
(A)
|
“Independent
Amount” means zero with respect to Party A and Party
B.
|
|
(B)
|
“Xxxxx’x
Threshold” means, with respect to Party A and any Valuation
Date, if a Xxxxx’x First Trigger Downgrade Event has occurred and is
continuing and such Xxxxx’x First Trigger Downgrade Event has been
continuing (i) for at least 30 Local Business Days or (ii) since
this
Annex was executed, zero; otherwise,
infinity.
|
“S&P
Threshold” means, with respect to Party A and any Valuation Date,
if an S&P Approved Ratings Downgrade Event has occurred and is
continuing and such S&P Approved Ratings Downgrade Event has been continuing
(i) for at least 10 Local Business Days or (ii) since this Annex was executed,
zero; otherwise, infinity.
|
“Threshold”
means, with respect to Party B and any Valuation Date,
infinity.
|
|
(C)
|
“Minimum
Transfer Amount” means USD 100,000 with respect to Party A
and Party B; provided, however, that if the aggregate Certificate
Principal Balance of any Certificates and the aggregate principal
balance
of any Notes rated by S&P is at the time of any transfer less than USD
50,000,000, the “Minimum Transfer Amount” shall
be USD 50,000.
|
|
(D)
|
Rounding:
The Delivery Amount will be rounded up to the nearest integral multiple
of
USD 10,000. The Return Amount will be rounded down to the nearest
integral
multiple of USD 10,000.
|
|
(c)
|
Valuation
and Timing.
|
|
(i)
|
“Valuation
Agent” means Party A; provided, however, that if an Event
of
Default shall have occurred with respect to which Party A is the
Defaulting Party, Party B shall have the right to designate as Valuation
Agent an independent party, reasonably acceptable to Party A, the
cost for
which shall be borne by Party A. All calculations by the
Valuation Agent must be made in accordance with standard market practice,
including, in the event of a dispute as to the Value of any Eligible
Credit Support or Posted Credit Support, by making reference to quotations
received by the Valuation Agent from one or more Pricing
Sources.
|
|
(ii)
|
“Valuation
Date” means the first Local Business Day in each week] on
which any of the S&P Threshold or the Xxxxx’x Threshold
is zero.
|
|
(iii)
|
“Valuation
Time” means the close of business in the city of the
Valuation Agent on the Local Business Day immediately preceding the
Valuation Date or date of calculation, as applicable; provided
that the calculations of Value and Exposure will be made as of
approximately the same time on the same date. The Valuation
Agent will notify each party (or the other party, if the Valuation
Agent
is a party) of its calculations not later than the Notification Time
on
the applicable Valuation Date (or in the case of Paragraph 6(d),
the Local
Business Day following the day on which such relevant calculations
are
performed).”
|
|
(iv)
|
“Notification
Time” means 11:00 a.m., New York time, on a Local Business
Day.
|
|
(d)
|
Conditions
Precedent and Secured Party’s Rights and
Remedies. The following Termination Events will
be a “Specified Condition” for the party
specified (that party being the Affected Party if the Termination
Event
occurs with respect to that party): With respect to Party A:
any Additional Termination Event with respect to which Party A is
the sole
Affected Party. With respect to Party B:
None.
|
|
(e)
|
Substitution.
|
|
(i)
|
“Substitution
Date” has the meaning specified in Paragraph
4(d)(ii).
|
|
(ii)
|
Consent. If
specified here as applicable, then the Pledgor must obtain the Secured
Party’s consent for any substitution pursuant to Paragraph
4(d): Inapplicable.
|
|
(f)
|
Dispute
Resolution.
|
|
(i)
|
“Resolution
Time” means 1:00 p.m. New York time on the Local Business
Day following the date on which the notice of the dispute is given
under
Paragraph 5.
|
|
(ii)
|
Value. Notwithstanding
anything to the contrary in Paragraph 12, for the purpose of Paragraphs
5(i)(C) and 5(ii), the S&P Value and, Xxxxx’x Value, on any date, of
Eligible Collateral will be calculated as
follows:
|
For
Eligible Collateral other than Cash listed in Paragraph 13(b)(ii): the sum
of
(A) the product of (1)(x) the bid price at the Valuation Time for such
securities on the principal national securities exchange on which such
securities are listed, or (y) if such securities are not listed on a national
securities exchange, the bid price for such securities quoted at the Valuation
Time by any principal market maker for such securities selected by the Valuation
Agent, or (z) if no such bid price is listed or quoted for such date, the bid
price listed or quoted (as the case may be) at the Valuation Time for the day
next preceding such date on which such prices were available and (2) the
applicable Valuation Percentage for such Eligible Collateral, and (B) the
accrued interest on such securities (except to the extent Transferred to the
Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
referred to in the immediately preceding clause (A)) as of such
date.
For
Cash,
the amount thereof multiplied, in the case of the S&P Value, by the
applicable S&P Valuation Percentage.
|
(iii)
|
Alternative. The
provisions of Paragraph 5 will
apply.
|
|
(g)
|
Holding
and Using Posted
Collateral.
|
|
(i)
|
Eligibility
to Hold Posted Collateral; Custodians. Party
B (or any
Custodian) will be entitled to hold Posted Collateral pursuant to
Paragraph 6(b).
|
Party
B
may appoint as Custodian (A) the entity then serving as Cap Trustee or (B)
any
entity other than the entity then serving as Cap Trustee if such other entity
(or, to the extent applicable, its parent company or credit support provider)
shall then have credit ratings from S&P at least equal to the Custodian
Required Rating Threshold. If at any time the Custodian does not have
credit ratings from S&P at least equal to the Custodian Required Rating
Threshold, the Cap Trustee must within 60 days obtain a replacement Custodian
with credit ratings from S&P at least equal to the Custodian Required Rating
Threshold.
Initially,
the Custodian for Party B is: the Cap Trustee.
|
(ii)
|
Use
of Posted Collateral. The provisions of Paragraph
6(c) will not apply to Party B or its Custodian; provided, however,
that
if Party A delivers Posted Collateral in book-entry form, then Paragraph
6(c)(ii) will apply to Party B and its Custodian, and Party B and
its
Custodian shall have the rights specified in Paragraph
6(c)(ii).
|
|
(h)
|
Distributions
and Interest Amount.
|
|
(i)
|
Interest
Rate. The “Interest
Rate” will be the actual interest rate earned on Posted
Collateral in the form of Cash that is held by Party B or its
Custodian. Posted Collateral in the form of Cash shall be
invested in such overnight (or redeemable within two Local Business
Days
of demand) Permitted Investments (as defined, for the purposes of
this
Paragraph 13(h)(i), in the Pooling and Servicing Agreement) rated
at least
(x) AAAm or AAAm-G by S&P and (y) Prime-1 by Xxxxx’x or Aaa by
Xxxxx’x, as directed by Party A (unless (x) an Event of Default or an
Additional Termination Event has occurred with respect to which Party
A is
the defaulting or sole Affected Party or (y) an Early Termination
Date has
been designated, in which case such Posted Collateral shall be held
uninvested). Gains and losses incurred in respect of any
investment of Posted Collateral in the form of Cash in Permitted
Investments as directed by Party A shall be for the account of Party
A. If
no investment direction is received, the Posted Collateral in the
form of
Cash shall be held univested.
|
|
(ii)
|
Transfer
of Interest Amount. The Transfer of the Interest Amount will
be made on the second Local Business Day following the end of each
calendar month and on any other Local Business Day on which Posted
Collateral in the form of Cash is Transferred to the Pledgor pursuant
to
Paragraph 3(b); provided, however, that the obligation of Party B
to
Transfer any Interest Amount to Party A shall be limited to the extent
that Party B has earned and received such funds and such funds are
available to Party B. The last sentence of Paragraph 6(d)(ii)
is hereby amended by adding the words “actually received by Party B but”
after the words “Interest Amount or portion
thereof”.
|
|
(iii)
|
Alternative
to Interest Amount. The provisions of Paragraph 6(d)(ii) (as
amended herein) will apply.
|
|
(iv)
|
Distributions. Paragraph
6(d)(i) shall be deleted in its entirety and replaced with the
following:
|
“Distributions. Subject
to Paragraph 4(a), if Party B receives Distributions on a Local Business Day,
it
will Transfer to Party A not later than the following Local Business Day any
Distributions it receives to the extent that a Delivery Amount would not be
created or increased by that Transfer, as calculated by the Valuation Agent
(and
the date of calculation will be deemed to be a Valuation Date for this
purpose).”
|
(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 or Party B’s Custodian, at the address specified pursuant to the Notices
Section of this Agreement.
|
(l)
|
Address
for Transfers. Each Transfer hereunder shall be
made to the address specified below or to an address specified in
writing
from time to time by the party to which such Transfer will be
made.
|
Party
A
account details for holding collateral
|
SWIFT:
|
XXXXXX00
|
|
|
Account
of:
|
Swiss
Re Financial Products
|
|
|
Account
No.:
|
066
911184
|
|
|
ABA#:
|
000000000
|
Party
B
account details for holding collateral
Xxxxx
Fargo Bank, N.A.
ABA
#:
000-000-000
For
credit to: SAS Clearing
Acct
#:
0000000000
FFC:
53164503
Other
Provisions.
|
(i)
|
Collateral
Account. Party B shall open and maintain a
segregated account, and hold, record and identify all Posted Collateral
in
such segregated account.
|
|
(ii)
|
Agreement
as to Single Secured Party and Single Pledgor. Party A and
Party B hereby agree that, notwithstanding anything to the contrary
in
this Annex, (a) the term “Secured Party” as used in this Annex means only
Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
(c) only Party A makes the pledge and grant in Paragraph 2, the
acknowledgement in the final sentence of Paragraph 8(a) and the
representations in Paragraph 9.
|
|
(iii)
|
Calculation
of Value. Paragraph 4(c) is hereby amended by
deleting the word “Value” and inserting in lieu thereof “S&P Value,
Xxxxx’x Value”. Paragraph 4(d)(ii) is hereby amended by (A)
deleting the words “a Value” and inserting in lieu thereof “an S&P
Value and a Xxxxx’x Value” and (B) deleting the words “the Value” and
inserting in lieu thereof “S&P Value and Xxxxx’x
Value”. Paragraph 5 (flush language) is hereby amended by
deleting the word “Value” and inserting in lieu thereof “S&P Value or
Xxxxx’x Value”. Paragraph 5(i) (flush language) is hereby
amended by deleting the word “Value” and inserting in lieu thereof
“S&P Value and Xxxxx’x Value”. Paragraph 5(i)(C) is hereby
amended by deleting the word “the Value, if” and inserting in lieu thereof
“any one or more of the S&P Value or Xxxxx’x Value, as may
be”. Paragraph 5(ii) is hereby amended by (1) deleting the
first instance of the words “the Value” and inserting in lieu thereof “any
one or more of the S&P Value or Xxxxx’x Value” and (2) deleting the
second instance of the words “the Value” and inserting in lieu thereof
“such disputed S&P Value or Xxxxx’x Value”. Each of
Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by deleting
the word “Value” and inserting in lieu thereof “least of the S&P Value
and Xxxxx’x Value”.
|
|
(iv)
|
Form
of Annex. Party A and Party B hereby
agree that the text of Paragraphs 1 through 12, inclusive, of this
Annex
is intended to be the printed form of ISDA Credit Support Annex (Bilateral
Form - ISDA Agreements Subject to New York Law Only version) as published
and copyrighted in 1994 by the International Swaps and Derivatives
Association, Inc.
|
|
(v)
|
Events
of Default. Paragraph 7 will not apply to cause
any Event of Default to exist with respect to Party B except that
Paragraph 7(i) will apply to Party B solely in respect of Party B’s
obligations under Paragraph 3(b) of the Credit Support
Annex. Notwithstanding anything to the contrary in Paragraph 7,
any failure by Party A to comply with or perform any obligation to
be
complied with or performed by Party A under the Credit Support Annex
shall
only be an Event of Default if a Xxxxx’x Second Trigger Downgrade Event
has occurred and is continuing and at least 30 Local Business Days
have
elapsed since such Xxxxx’x Second Trigger Downgrade Event first
occurred.
|
|
(vi)
|
Expenses. Notwithstanding
anything to the contrary in Paragraph 10, the Pledgor will be responsible
for, and will reimburse the Secured Party for, all transfer and other
taxes and other costs involved in maintenance and any Transfer of
Eligible
Collateral.
|
|
(vii)
|
Withholding. Paragraph
6(d)(ii) is hereby amended by inserting immediately after “the Interest
Amount” in the fourth line thereof the words “less any
applicable withholding taxes.”
|
(viii) Additional
Definitions. As used in this Annex:
“Custodian
Required Rating Threshold” means, with respect to an entity, a
short-term unsecured and unsubordinated debt rating from S&P of “A-1,” or,
if such entity does not have a short-term unsecured and unsubordinated debt
rating from S&P, a long-term unsecured and unsubordinated debt rating or
counterparty rating from S&P of “A+”.
“DV01”
means, with respect to a Transaction and any date of determination, the
estimated change in the Secured Party’s Transaction Exposure with respect to
such Transaction that would result from a one basis point change in the relevant
swap curve on such date, as determined by the Valuation Agent in good faith
and
in a commercially reasonable manner in accordance with the relevant methodology
customarily used by the Valuation Agent. The Valuation Agent shall,
upon request of Party B, provide to Party B a statement showing in reasonable
detail such calculation.
“Exposure”
has the meaning specified in Paragraph 12, except that (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part
1(f)(i)(A)-(E) of the Schedule is deleted)” shall be inserted and (2) at the end
of the definition of Exposure, the words “with terms that are, in all material
respects, no less beneficial for Party B than those of this Agreement” shall be
added.
“Local
Business Day” means, for purposes of this Annex: any day on which
(A) commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) in New York and the location of Party
A,
Party B and any Custodian, and (B) in relation to a Transfer of Eligible
Collateral, any day on which the clearance system agreed between the parties
for
the delivery of Eligible Collateral is open for acceptance and execution of
settlement instructions (or in the case of a Transfer of Cash or other Eligible
Collateral for which delivery is contemplated by other means a day on which
commercial banks are open for business (including dealings in foreign exchange
and foreign deposits) in New York and the location of Party A, Party B and
any
Custodian.
“Xxxxx’x
Credit Support Amount” means, for any Valuation Date:
|
|
(A)
|
if
the Xxxxx’x Threshold for such Valuation Date is zero and (i) it is not
the case that a Xxxxx’x Second Trigger Downgrade Event has occurred and is
continuing or (ii) a Xxxxx’x Second Trigger Downgrade Event has occurred
and is continuing and less than 30 Local Business Days have elapsed
since
such Xxxxx’x Second Trigger Downgrade Event first occurred, an amount
equal to the greater of (x) zero and (y) the sum of the Secured Party’s
Exposure and the aggregate of Xxxxx’x First Trigger Additional Amounts for
all Transactions and such Valuation
Date;
|
|
|
(B)
|
if
the Xxxxx’x Threshold for such Valuation Date is zero and a Xxxxx’x Second
Trigger Downgrade Event has occurred and is continuing and at least
30
Local Business Days have elapsed since such Xxxxx’x Second Trigger
Downgrade Event first occurred, an amount equal to the greatest of
(x)
zero, (y) the aggregate amount of the Next Payments for all Next
Payment
Dates, and (z) the sum of the Secured Party’s Exposure and the aggregate
of Xxxxx’x Second Trigger Additional Amounts for all Transactions and such
Valuation Date; or
|
|
|
(C)
|
if
the Xxxxx’x Threshold for such Valuation Date is infinity,
zero.
|
“Xxxxx’x
First Trigger Additional Amount” means, for
any Valuation Date and any Transaction,
the
least
of (x) the product of the Xxxxx’x First Trigger DV01 Multiplier and DV01 for
such Transaction and such Valuation Date, (y) the product of (i) Xxxxx’x First
Trigger Notional Amount Multiplier, (ii) the Scale Factor, if any, for such
Transaction, or, if no Scale Factor is applicable for such Transaction, one,
and
(iii) the Notional Amount for such Transaction for the Calculation Period for
such Transaction (each as defined in the related Confirmation) which includes
such Valuation Date, and (z) the product of (i) the applicable Xxxxx’x First
Trigger Factor set forth in Table 1, (ii) the Scale Factor, if any, for such
Transaction, or, if no Scale Factor is applicable for such Transaction, one,
and
(iii) the Notional Amount for such Transaction for the Calculation Period for
such Transaction (each as defined in the related Confirmation) which includes
such Valuation Date
“Xxxxx’x
First Trigger Downgrade Event” means that no Relevant Entity has
credit ratings from Xxxxx’x at least equal to the Xxxxx’x First Trigger Ratings
Threshold.
“Xxxxx’x
First Trigger DV01 Multiplier” means 25.
“Xxxxx’x
First Trigger Notional Amount Multiplier” means 4%.
“Xxxxx’x
Second Trigger Additional Amount” means, for any Valuation Date
and any Transaction,
|
|
(A)
|
if
such Transaction is not a Transaction-Specific Hedge, the lesser
of (i)
the product of the Xxxxx’x Second Trigger DV01 Multiplier and DV01 for
such Transaction and such Valuation Date and (ii) the product of
(1) the
Xxxxx’x Second Trigger Notional Amount Multiplier, (2) the Scale Factor,
if any, for such Transaction, or, if no Scale Factor is applicable
for
such Transaction, one, and (3) the Notional Amount for such Transaction
for the Calculation Period of such Transaction (each as defined in
the
related Confirmation) which includes such Valuation Date;
or
|
|
|
(B)
|
if
such Transaction is a Transaction-Specific Hedge, the lesser of (i)
the
product of the Xxxxx’x Second Trigger Transaction-Specific Hedge DV01
Multiplier and DV01 for such Transaction and such Valuation Date
and (ii)
the Scale Factor, if any, for such Transaction, or, if no Scale Factor
is
applicable for such Transaction, one, and (iii) 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.
|
“Xxxxx’x
Second Trigger DV01 Multiplier” means 60.
“Xxxxx’x
Second Trigger Notional Amount Multiplier” means 9%.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge DV01 Multiplier” means
75.
“Xxxxx’x
Second Trigger Transaction-Specific Hedge Notional Amount
Multiplier” means 11%.
“Xxxxx’x
Valuation Percentage” means, with respect to a Valuation Date and
each item of Eligible Collateral,
|
|
(A)
|
if
the Xxxxx’x Threshold for such Valuation Date is zero and (i) it is not
the case that a Xxxxx’x Second Trigger Downgrade Event has occurred and is
continuing or (ii) a Xxxxx’x Second Trigger Downgrade Event has occurred
and is continuing and less than 30 Local Business Days have elapsed
since
such Xxxxx’x Second Trigger Downgrade Event first occurred, the
corresponding percentage for such Eligible Collateral in the column
headed
“Xxxxx’x First Trigger Valuation Percentage”,
or
|
|
|
(B)
|
if
a Xxxxx’x Second Trigger Downgrade Event has occurred and is continuing
and at least 30 Local Business Days have elapsed since such Xxxxx’x Second
Trigger Downgrade Event first occurred, the corresponding percentage
for
such Eligible Collateral in the column headed “Xxxxx’x Second Trigger
Valuation Percentage”.
|
“Xxxxx’x
Value”means, on any Valuation Date with respect to any Eligible
Collateral the product of (x) the bid price obtained by the Valuation Agent
and
(y) the applicable Xxxxx’x Valuation Percentage set forth in Paragraph
13(b)(ii).
“Next
Payment” means, in respect of each Next Payment Date, the greater
of (i) the aggregate amount of any payments due to be made by Party A under
Section 2(a) on such Next Payment Date less the aggregate amount of any payments
due to be made by Party B under Section 2(a) on such Next Payment Date (any
such
payments determined based on rates prevailing the date of determination) and
(ii) zero.
“Next
Payment Date” means each date on which the next scheduled payment
under any Transaction is due to be paid.
“Pricing
Sources” means the sources of financial information commonly known
as Bloomberg, Bridge Information Services, Data Resources Inc., Interactive
Data
Services, International Securities Market Association, Xxxxxxx Xxxxx Securities
Pricing Service, Xxxxxx Data Corporation, Reuters, Wood Gundy, Trepp Pricing,
XX
Xxxxx, S&P and Telerate.
“Remaining
Weighted Average Maturity” means, with respect to a
Transaction, the expected weighted average maturity for such Transaction as
determined by the Valuation Agent.
“S&P
Approved Ratings Downgrade Event” means that no Relevant Entity
has credit ratings from S&P at least equal to the S&P Approved Ratings
Threshold.
“S&P
Credit Support Amount” means, for any Valuation Date:
|
|
(A)
|
if
the S&P Threshold for such Valuation Date is zero and it is not the
case that an S&P Required Ratings Downgrade Event has occurred and
been continuing for at least 10 Local Business Days, an amount equal
to
the Secured Party’s Exposure;
|
|
|
(B)
|
if
the S&P Threshold for such Valuation Date is zero and it is the case
that an S&P Required Ratings Downgrade Event has occurred and been
continuing for at least 10 Local Business Days, an amount equal to
125% of
the Secured Party’s Exposure; or
|
|
|
(C)
|
if
the S&P Threshold for such Valuation Date is infinity,
zero.
|
“S&P
Valuation Percentage” means, with respect to a Valuation Date and
each item of Eligible Collateral,
|
|
(A)
|
if
the S&P Threshold for such Valuation Date is zero and it is not the
case that a S&P Required Ratings Downgrade Event has occurred and been
continuing for at least 10 Local Business Days, the corresponding
percentage for such Eligible Collateral in the column headed “S&P
Approved Ratings Valuation Percentage”
or
|
|
|
(B)
|
if
an S&P Required Ratings Downgrade Event has occurred and been
continuing for at least 10 Local Business Days, the corresponding
percentage for such Eligible Collateral in the column headed “S&P
Required Ratings Valuation
Percentage”.
|
“S&P
Value” means, on any Valuation Date with respect to any Eligible
Collateral, (A) in the case of Eligible Collateral other than Cash, the product
of (x) the bid price obtained by the Valuation Agent for such Eligible
Collateral and (y) the applicable S&P Valuation Percentage for such Eligible
Collateral set forth in paragraph 13(b)(ii) and (B) in the case of Cash, the
amount thereof multiplied by the applicable S&P Valuation
Percentage.
“Transaction
Exposure” means, for any Transaction, Exposure determined as if
such Transaction were the only Transaction between the Secured Party and the
Pledgor.
“Transaction-Specific
Hedge” means any Transaction that is (i) an interest rate swap in
respect of which (x) the notional amount of the interest rate swap is “balance
guaranteed” or (y) the notional amount of the interest rate swap for any
Calculation Period (as defined in the related Confirmation) otherwise is not
a
specific dollar amount that is fixed at the inception of the Transaction, (ii)
an interest rate cap, (iii) an interest rate floor or (iv) an interest rate
swaption.
“Valuation
Percentage” shall mean, for purposes of determining the S&P
Value or Xxxxx’x Value with respect to any Eligible Collateral or
Posted Collateral, the applicable S&P Valuation Percentage or Xxxxx’x
Valuation Percentage for such Eligible Collateral or Posted Collateral,
respectively, in each case as set forth in Paragraph 13(b)(ii).
“Value”
shall mean, in respect of any date, the related S&P Value and the related
Xxxxx’x Value.
[Remainder
of this page intentionally left blank]
Table
1
Xxxxx’x
First Trigger Factor
|
Remaining
Weighted
Average Life
of
Hedge in Years
|
Weekly
Collateral
Posting
|
|
1
or less
|
0.25%
|
|
More
than 1 but not more than 2
|
0.50%
|
|
More
than 2 but not more than 3
|
0.70%
|
|
More
than 3 but not more than 4
|
1.00%
|
|
More
than 4 but not more than 5
|
1.20%
|
|
More
than 5 but not more than 6
|
1.40%
|
|
More
than 6 but not more than 7
|
1.60%
|
|
More
than 7 but not more than 8
|
1.80%
|
|
More
than 8 but not more than 9
|
2.00%
|
|
More
than 9 but not more than 10
|
2.20%
|
|
More
than 10 but not more than 11
|
2.30%
|
|
More
than 11 but not more than 12
|
2.50%
|
|
More
than 12 but not more than 13
|
2.70%
|
|
More
than 13 but not more than 14
|
2.80%
|
|
More
than 14 but not more than 15
|
3.00%
|
|
More
than 15 but not more than 16
|
3.20%
|
|
More
than 16 but not more than 17
|
3.30%
|
|
More
than 17 but not more than 18
|
3.50%
|
|
More
than 18 but not more than 19
|
3.60%
|
|
More
than 19 but not more than 20
|
3.70%
|
|
More
than 20 but not more than 21
|
3.90%
|
|
More
than 21 but not more than 22
|
4.00%
|
|
More
than 22 but not more than 23
|
4.00%
|
|
More
than 23 but not more than 24
|
4.00%
|
|
More
than 24 but not more than 25
|
4.00%
|
|
More
than 25 but not more than 26
|
4.00%
|
|
More
than 26 but not more than 27
|
4.00%
|
|
More
than 27 but not more than 28
|
4.00%
|
|
More
than 28 but not more than 29
|
4.00%
|
|
More
than 29
|
4.00%
|
Table
2
Xxxxx’x
Second Trigger Factor for Interest Rate Swaps with Fixed Notional
Amounts
|
Remaining
Weighted
Average Life
of
Hedge in Years
|
Weekly
Collateral
Posting
|
|
1
or less
|
0.60%
|
|
More
than 1 but not more than 2
|
1.20%
|
|
More
than 2 but not more than 3
|
1.70%
|
|
More
than 3 but not more than 4
|
2.30%
|
|
More
than 4 but not more than 5
|
2.80%
|
|
More
than 5 but not more than 6
|
3.30%
|
|
More
than 6 but not more than 7
|
3.80%
|
|
More
than 7 but not more than 8
|
4.30%
|
|
More
than 8 but not more than 9
|
4.80%
|
|
More
than 9 but not more than 10
|
5.30%
|
|
More
than 10 but not more than 11
|
5.60%
|
|
More
than 11 but not more than 12
|
6.00%
|
|
More
than 12 but not more than 13
|
6.40%
|
|
More
than 13 but not more than 14
|
6.80%
|
|
More
than 14 but not more than 15
|
7.20%
|
|
More
than 15 but not more than 16
|
7.60%
|
|
More
than 16 but not more than 17
|
7.90%
|
|
More
than 17 but not more than 18
|
8.30%
|
|
More
than 18 but not more than 19
|
8.60%
|
|
More
than 19 but not more than 20
|
9.00%
|
|
More
than 20 but not more than 21
|
9.00%
|
|
More
than 21 but not more than 22
|
9.00%
|
|
More
than 22 but not more than 23
|
9.00%
|
|
More
than 23 but not more than 24
|
9.00%
|
|
More
than 24 but not more than 25
|
9.00%
|
|
More
than 25 but not more than 26
|
9.00%
|
|
More
than 26 but not more than 27
|
9.00%
|
|
More
than 27 but not more than 28
|
9.00%
|
|
More
than 28 but not more than 29
|
9.00%
|
|
More
than 29
|
9.00%
|
Table
3
Xxxxx’x
Second Trigger Factor for Transaction-Specific Xxxxxx
|
Remaining
Weighted
Average Life
of
Hedge in Years
|
Weekly
Collateral
Posting
|
|
1
or less
|
0.75%
|
|
More
than 1 but not more than 2
|
1.50%
|
|
More
than 2 but not more than 3
|
2.20%
|
|
More
than 3 but not more than 4
|
2.90%
|
|
More
than 4 but not more than 5
|
3.60%
|
|
More
than 5 but not more than 6
|
4.20%
|
|
More
than 6 but not more than 7
|
4.80%
|
|
More
than 7 but not more than 8
|
5.40%
|
|
More
than 8 but not more than 9
|
6.00%
|
|
More
than 9 but not more than 10
|
6.60%
|
|
More
than 10 but not more than 11
|
7.00%
|
|
More
than 11 but not more than 12
|
7.50%
|
|
More
than 12 but not more than 13
|
8.00%
|
|
More
than 13 but not more than 14
|
8.50%
|
|
More
than 14 but not more than 15
|
9.00%
|
|
More
than 15 but not more than 16
|
9.50%
|
|
More
than 16 but not more than 17
|
9.90%
|
|
More
than 17 but not more than 18
|
10.40%
|
|
More
than 18 but not more than 19
|
10.80%
|
|
More
than 19 but not more than 20
|
11.00%
|
|
More
than 20 but not more than 21
|
11.00%
|
|
More
than 21 but not more than 22
|
11.00%
|
|
More
than 22 but not more than 23
|
11.00%
|
|
More
than 23 but not more than 24
|
11.00%
|
|
More
than 24 but not more than 25
|
11.00%
|
|
More
than 25 but not more than 26
|
11.00%
|
|
More
than 26 but not more than 27
|
11.00%
|
|
More
than 27 but not more than 28
|
11.00%
|
|
More
than 28 but not more than 29
|
11.00%
|
|
More
than 29
|
11.00%
|
Schedule
A to Paragraph 13(b)(ii)
Eligible
Collateral and Valuation Percentages
|
ISDA
Collateral Asset Definition (ICAD) Code
|
Remaining
Maturity in Years
|
S&P
Approved Ratings
Valuation
Percentage
|
S&P
Required Ratings
Valuation
Percentage
|
Xxxxx’x
First
Trigger Valuation Percentage
|
Xxxxx’x
Second
Trigger
Valuation
Percentage
|
Fitch/
DBRS
Valuation
Percentage
|
|
(A) US-CASH
|
N/A
|
100%
|
80%
|
100%
|
100%
|
100%
|
|
(B) US-TBILL
US-TNOTE
US-TBOND
(USDollar
Fixed Rate in all cases)
|
||||||
|
1
or less
|
98.0%
|
78.4%
|
100%
|
100%
|
98.6%
|
|
|
More
than 1 but not more than 2
|
98.0%
|
78.4%
|
100%
|
99%
|
97.3%
|
|
|
More
than 2 but not more than 3
|
98.0%
|
78.4%
|
100%
|
98%
|
95.8%
|
|
|
More
than 3 but not more than 5
|
98.0%
|
78.4%
|
100%
|
97%
|
93.8%
|
|
|
More
than 5 but not more than 7
|
92.6%
|
74.1%
|
100%
|
95%
|
91.4%
|
|
|
More
than 7 but not more than 10
|
92.6%
|
74.1%
|
100%
|
94%
|
90.3%
|
|
|
More
than 10 but not more than 20
|
87.9%
|
70.32%
|
100%
|
89%
|
86.9%
|
|
|
More
than 20
|
84.6%
|
67.6%
|
100%
|
87%
|
84.6%
|
|
|
(C) US-GNMA
US-FNMA
US-FHLMC
(USDollar
Fixed Rate in all cases)
|
||||||
|
1
or less
|
98.0%
|
78.4%
|
100%
|
99%
|
98.0%
|
|
|
More
than 1 but not more than 2
|
98.0%
|
78.4%
|
100%
|
98%
|
96.8%
|
|
|
More
than 2 but not more than 3
|
98.0%
|
78.4%
|
100%
|
97%
|
96.3%
|
|
|
More
than 3 but not more than 5
|
98.0%
|
78.4%
|
100%
|
96%
|
92.5%
|
|
|
More
than 5 but not more than 7
|
92.6%
|
74.1%
|
100%
|
94%
|
90.3%
|
|
|
More
than 7 but not more than 10
|
92.6%
|
74.1%
|
100%
|
93%
|
86.9%
|
|
|
More
than 10 but not more than 20
|
82.6%
|
66.0%
|
100%
|
88%
|
81.6%
|
|
|
More
than 20
|
77.9%
|
62.3%
|
100%
|
86%
|
77.9%
|
|
|
Other
items not listed above
(1)
|
0%
|
0%
|
0%
|
0%
|
IN
WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
representatives as of the date of the Agreement.
|
SWISS
RE FINANCIAL PRODUCTS CORPORATION
|
XXXXX
FARGO BANK, N.A., NOT INDIVIDUALLY, BUT SOLELY AS CAP TRUSTEE ON
BEHALF OF
THE CAP TRUST WITH RESPECT TO THE CITIGROUP MORTGAGE LOAN TRUST 2007-AMC4,
ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES
2007-AMC4
|
|||
|
By:
|
By:
|
|||
|
Name:
|
Name:
|
|||
|
Title:
|
Title:
|
|||
|
Date:
|
Date:
|
|||
EXHIBIT
J
FORM
OF
CAP ADMINISTRATION AGREEMENT
CAP
ADMINISTRATION AGREEMENT
This
Cap
Administration Agreement, dated as of June 29, 2007 (this “Agreement”), among
Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo”), as cap trustee for the cap trust (in
such capacity, the “Cap Trustee”), as trust administrator (in such capacity, the
“Trust Administrator”) and as cap administrator (in such capacity, the “Cap
Administrator”) and Citigroup Global Markets Realty Corp. (“CGMRC”), as majority
holder of the Class CE Certificates, or its designee.
WHEREAS,
the Cap Trustee, on behalf of a separate trust established hereunder which
holds
an Interest Rate Cap Contract (the “Cap Contract”), a copy of which is attached
hereto as Exhibit A, between the Cap Trustee and Swiss Re Financial Products
Corporation (the “Cap Provider”) is a counterparty to the Cap Contract;
and
WHEREAS,
it is desirable to irrevocably appoint the Cap Trustee, and the Cap Trustee
desires to accept such appointment, to receive and distribute funds payable
by
the Cap Provider to the Cap Trustee under the Cap Contract as provided
herein;
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized
terms used but not otherwise defined herein shall have the respective meanings
assigned thereto in the Pooling and Servicing Agreement, dated as of June 1,
2007 (the “Pooling and Servicing Agreement”), among Citigroup Mortgage Loan
Trust Inc., as depositor (the “Depositor”), Ameriquest Mortgage Company as
servicer, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator
and
U.S. Bank National Association, as trustee, relating to the Citigroup Mortgage
Loan Trust 2007-AMC4 (the “Trust”), Asset-Backed Pass-Through Certificates,
Series 2007-AMC4 (the “Certificates”), or in the related Indenture as the case
may be, as in effect on the date hereof.
2. Cap
Trust. There is hereby established a separate trust (the “Cap
Trust”), into which the Cap Trustee shall deposit the Cap
Contract. The Cap Trust shall be maintained by the Cap Trustee and
administered on its behalf by the Cap Administrator. The sole assets
of the Cap Trust shall be the Cap Contract and the Cap Trust Account. For the
avoidance of doubt, the parties hereto acknowledge and agree that all functions
of the Cap Trustee hereunder shall be performed on its behalf by the Cap
Administrator.
3. Cap
Trustee.
(a) The
Cap
Trustee is hereby irrevocably appointed to receive all funds paid to the Cap
Trustee by the Cap Provider under the Cap Contract (including any Cap
Termination Payment) and the Cap Trustee accepts such appointment and hereby
agrees to receive such amounts, deposit such amounts into the Cap Trust Account
and to distribute on each Distribution Date such amounts in the following order
of priority:
(i) first,
for deposit into the Cap Account (established under the Pooling and Servicing
Agreement), an amount equal to the aggregate amount required for distribution
to
the holders of the Floating Rate Certificates pursuant to Section 4.01(a)(b)(i)
through 4.01(a)(b)(vi) of the Pooling and Servicing Agreement;
(ii) second,
to CGMRC, as majority holder of the Class CE Certificates, or its designee,
any
amounts remaining after payment of (i) above, provided, however, upon the
issuance of notes by an issuer (the “Trust”), secured by all or a portion of the
Class CE Certificates and the Class P Certificates (the “NIM Notes”), CGMRC, as
majority holder of the Class CE Certificates, or its designee, hereby instructs
the Cap Trustee to make any payments under this clause 3(a)(ii):
(A) to
the
Indenture Trustee for the Trust, for deposit into the Note Account (each as
defined in the related Indenture), for distribution in accordance with the
terms
of the Indenture until satisfaction and discharge of the Indenture;
and
(B) after
satisfaction and discharge of the Indenture, to the Holders of the Class CE
Certificates, pro rata based on the outstanding Notional Amount of each such
Certificate.
(b) The
Cap
Trustee agrees to hold any amounts received from the Cap Provider in trust
upon
the terms and conditions and for the exclusive use and benefit of the Trust
Administrator (in turn for the benefit of the Certificateholders, the
Noteholders and CGMRC) as set forth herein. The rights, duties and
liabilities of the Cap Trustee in respect of this Agreement shall be as
follows:
(i) The
Cap Trustee shall have the full power and authority to do all things not
inconsistent with the provisions of this Agreement that may be deemed advisable
in order to enforce the provisions hereof. The Cap Trustee shall not
be answerable or accountable except for its own bad faith, willful misconduct
or
negligence. The Cap Trustee shall not be required to take any action to exercise
or enforce any of its rights or powers hereunder which, in the opinion of the
Cap Trustee, shall be likely to involve expense or liability to the Cap Trustee,
unless the Cap Trustee shall have received an agreement satisfactory to it
in
its sole discretion to indemnify it against such liability and
expense.
(ii) The
Cap Trustee shall not be liable with respect to any action taken or omitted
to
be taken by it in good faith in accordance with the direction of any party
hereto, or otherwise as provided herein, relating to the time, method and place
of conducting any proceeding for any remedy available to the Cap Trustee or
exercising any right or power conferred upon the Cap Trustee under this
Agreement.
(iii) The
Cap Trustee may perform any duties hereunder either directly or by or through
agents or attorneys of the Cap Trustee. The Cap Trustee shall not be
liable for the acts or omissions of its agents or attorneys so long as the
Cap
Trustee chose such Persons with due care.
4. Cap
Trust Account. The Cap Trustee shall segregate and hold all funds
received from the Cap Provider (including any Cap Termination Payment) separate
and apart from any of its own funds and general assets and shall establish
and
maintain in the name of the Cap Trustee one or more segregated accounts (the
“Cap Trust Account”).
5.
Replacement
Cap Contracts.
The
Cap
Trustee shall, at the direction of Citigroup, as holder of the Class CE
Certificates, or its designee, enforce all of its rights and exercise any
remedies under the Cap Contract. In the event the Cap Contract is
terminated as a result of the designation by either party thereto of an Early
Termination Date (as defined therein), any holder of the Class CE Certificates,
or its designee, with the consent of the other holders of the Class CE
Certificates, shall find a replacement counterparty to enter into a replacement
cap contract.
Any
Cap
Termination Payment received by the Cap Trustee from the Cap Provider shall
be
deposited into the Cap Trust Account and shall be used to make any upfront
payment required under a replacement cap contract and any upfront payment
received from the counterparty to a replacement cap contract shall be used
to
pay any Cap Termination Payment owed to the Cap Provider.
Notwithstanding
anything contained herein, in the event that a replacement cap contract cannot
be obtained within 30 days after receipt by the Cap Trustee of the Cap
Termination Payment paid by the terminated Cap Provider, the Cap Trustee shall
deposit such Cap Termination Payment into the Cap Trust Account and the Cap
Trustee shall, on each Distribution Date, withdraw to the extent of funds on
deposit in such account, an amount equal to the Cap Payment, if any, that would
have been paid to the Cap Trust by the original Cap Provider (computed in
accordance with Exhibit A) and distribute such amount in accordance with Section
3(a) of this Agreement. On the Distribution Date immediately after
the termination date of the original Cap Contract, the Cap Trustee shall
withdraw any funds remaining in the Cap Account and distribute such amount
in
accordance with Section 3(a)(ii) of this Agreement.
Upon
an early termination of the Cap
Contract, other than in connection with the optional termination of the Trust
pursuant to Section 9.01 of the Pooling and Servicing Agreement, the Trust
Administrator, as described in the Pooling and Servicing Agreement, will use
reasonable efforts to appoint a successor cap contract provider. The
Cap Trustee will apply any termination payment received from the original Cap
Provider in connection with such early termination of the Cap Contract to the
upfront payment required to appoint the successor cap contract
provider. If such holder of the Class CE Certificates is unable to
appoint a successor cap contract provider within 30 days of the early
termination of the Cap Contract, then the Cap Trustee will establish, and will
deposit any termination payment received from the original 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 the Cap Termination Reserve Account an
amount equal to the payment, if any, that would have been paid to the Cap
Trustee by the original Cap Provider calculated in accordance with the terms
of
the original Cap Contract, and distribute such amount in accordance with Section
3(a) hereof.
Upon
an early termination of the Cap
Contract in connection with the optional termination of the Trust pursuant
to
Section 9.01 of the Pooling and Servicing Agreement, if the Cap Trustee receives
a termination payment from the Cap Provider, such termination payment will
be
distributed in accordance with Section 3(a) hereof.
6. Representations
and Warranties of Xxxxx Fargo. Xxxxx Fargo represents and
warrants as of the date hereof as follows:
(a) Xxxxx
Fargo is duly organized and validly existing as a national
banking association under the laws of the United States and has all
requisite power and authority to execute and deliver this Agreement and to
perform its obligations as Cap Trustee hereunder.
(b) The
execution, delivery and performance of this Agreement by Xxxxx Fargo as Cap
Trustee have been duly authorized in the Pooling and Servicing
Agreement.
(c) This
Agreement has been duly executed and delivered by Xxxxx Fargo as Cap Trustee,
Cap Administrator and Trust Administrator and is enforceable against Xxxxx
Fargo
in such capacities in accordance with its terms, except as enforceability may
be
affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights
generally, general equitable principles (whether considered in a proceeding
in
equity or at law).
|
7.
|
Replacement
of Cap Trustee.
|
Any
corporation, bank, trust company or association into which the Cap Trustee
may
be merged or converted or with which it may be consolidated, or any corporation,
bank, trust company or association resulting from any merger, conversion or
consolidation to which the Cap Trustee shall be a party, or any corporation,
bank, trust company or association succeeding to all or substantially all the
corporate trust business of the Cap Trustee, shall be the successor of the
Cap
Trustee hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, except to the extent that
assumption of its duties and obligations, as such, is not effected by operation
of law.
No
resignation or removal of the Cap Trustee and no appointment of a successor
Cap
Trustee shall become effective until the appointment by CGMRC, as majority
holder of the Class CE Certificates, or its designee, of a successor Cap
Trustee. Any successor Cap Trustee shall execute such documents or
instruments necessary or appropriate to vest in and confirm to such successor
Cap Trustee all such rights and powers conferred by this Agreement.
The
Cap
Trustee may resign at any time by giving written notice thereof to the other
parties hereto. If a successor cap trustee shall not have accepted
the appointment hereunder within 30 days after the giving by the resigning
Cap
Trustee of such notice of resignation, the resigning Cap Trustee may petition
any court of competent jurisdiction for the appointment of a successor Cap
Trustee.
In
the
event of a resignation or removal of the Cap Trustee, CGMRC, as majority holder
of the Class CE Certificates, or its designee, shall promptly appoint a
successor Cap Trustee.
|
8.
|
Cap
Trustee Obligations.
|
Whenever
the Cap Trustee, as a party to the Cap Contract, has the option or is requested
in such capacity, whether such request is by the Cap Provider, to take any
action or to give any consent, approval or waiver that it is on behalf of the
Cap Trust entitled to take or give in such capacity, including, without
limitation, in connection with an amendment of such agreement or the occurrence
of a default or termination event thereunder, the Cap Trustee shall promptly
notify the parties hereto, of such request in such detail as is available to
it
and, shall, on behalf of the parties hereto, take such action in connection
with
the exercise and/or enforcement of any rights and/or remedies available to
it in
such capacity with respect to such request as CGMRC, as majority holder of
the
Class CE Certificates, or its designee, shall direct in writing; provided that
if no such direction is received prior to the date that is established for
taking such action or giving such consent, approval or waiver (notice of which
date shall be given by the Cap Trustee to the parties hereto, if any), the
Cap
Trustee may abstain from taking such action or giving such consent, approval
or
waiver.
The
Cap
Trustee shall make available via its internet website, on the Distribution
Date
following its receipt thereof copies of any and all notices, statements, reports
and/or other material communications and information (collectively, the “Cap
Reports”) that it receives in connection with the Cap Contract or from the
counterparty thereto.
|
9.
|
Miscellaneous.
|
(a) This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York.
(b) Any
action or proceeding against any of the parties hereto relating in any way
to
this Agreement may be brought and enforced in the courts of the State of New
York sitting in the borough of Manhattan or of the United States District Court
for the Southern District of New York and the Cap Trustee irrevocably submits
to
the jurisdiction of each such court in respect of any such action or
proceeding. The Cap Trustee waives, to the fullest extent permitted
by law, any right to remove any such action or proceeding by reason of improper
venue or inconvenient forum.
(c) This
Agreement may be amended, supplemented or modified in writing by the parties
hereto, but only with the consent of CGMRC.
(d) This
Agreement may not be assigned or transferred without the prior written consent
of CGMRC and the NIMS Insurer, if any; provided, however, the parties hereto
acknowledge and agree to the assignment of the rights of CGMRC, as majority
holder of the Class CE Certificates, or its designee, pursuant to the Sale
Agreement, the Trust Agreement and the Indenture.
(e) This
Agreement may be executed by one or more of the parties to this Agreement on
any
number of separate counterparts (including by facsimile transmission), and
all
such counterparts taken together shall be deemed to constitute one and the
same
instrument.
(f) Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction.
(g) The
representations and warranties made by the parties to this Agreement shall
survive the execution and delivery of this Agreement. No act or
omission on the part of any party hereto shall constitute a waiver of any such
representation or warranty.
(h) The
article and section headings herein are for convenience of reference only,
and
shall not limit or otherwise affect the meaning hereof.
(i) The
representations and warranties made by the parties to this Agreement shall
survive the execution and delivery of this Agreement. No act or
omission on the part of any party hereto shall constitute a waiver of any such
representation or warranty.
10. Third-Party
Beneficiary. The Trustee and the Indenture Trustee, if any, shall
be deemed a third-party beneficiary of this Agreement to the same extent as
if
it were a party hereto, and shall have the right to enforce the provisions
of
this Agreement.
11. Cap
Trustee and Cap Administrator Rights. The Cap Trustee and the Cap
Administrator shall be entitled to the same rights, protections and indemnities
afforded to the Trust Administrator under the Pooling and Servicing Agreement,
as if specifically set forth herein with respect to the Cap Trustee and the
Cap
Administrator.
12. Limited
Recourse. It is expressly understood and agreed by the parties
hereto that this Agreement is executed and delivered by the Trust Administrator,
not in its individual capacity but solely as Trust Administrator under the
Pooling and Servicing Agreement, and by the Cap Trustee, not in its individual
capacity but solely as Cap Trustee, of the Cap Trust. Notwithstanding
any other provisions of this Agreement, the obligations of the Trust
Administrator and the Cap Trustee under this Agreement are non-recourse to
the
Trust Administrator and the Cap Trustee, their assets and their property, and
shall be payable solely from the assets of the Trust Fund and the Cap Trust,
as
the case may be, and following realization of such assets, any claims of any
party hereto shall be extinguished and shall not thereafter be
reinstated. No recourse shall be had against any principal, director,
officer, employee, beneficiary, shareholder, partner, member, agent or affiliate
of the Trust Administrator or the Cap Trustee, or any person owning, directly
or
indirectly, any legal or beneficial interest in the Trust Administrator or
the
Cap Trustee, or any successors or assigns of any of the foregoing (the
“Exculpated Parties”) for the payment of any amount payable under this
Agreement. The parties hereto shall not enforce the liability and
obligations of the Trust Administrator or the Cap Trustee to perform and observe
the obligations contained in this Agreement by any action or proceeding wherein
a money judgment establishing any personal liability shall be sought against
the
Trust Administrator or the Cap Trustee, subject to the following sentence,
or
the Exculpated Parties. The agreements in this paragraph shall
survive termination of this Agreement and the performance of all obligations
hereunder.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
and
delivered as of the day and year first above written.
|
CITIGROUP
GLOBAL MARKETS REALTY CORP., as majority holder of the Class CE
Certificates
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
XXXXX
FARGO BANK, N.A., as Trust Administrator and as Cap
Administrator
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
|
XXXXX
FARGO BANK, N.A., as Cap Trustee
|
|
|
By:
|
|
|
Name:
Title:
|
|
EXHIBIT
A
CAP
AGREEMENT
EXHIBIT
K
ADDITIONAL
DISCLOSURE NOTIFICATION
**SEND
VIA FAX TO 000-000-0000 AND VIA EMAIL TO xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**
Xxxxx
Fargo Bank, N.A., as Trust Administrator
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attn: Client
Manager - CMLTI 2007-AMC4—SEC REPORT PROCESSING
Citigroup
Mortgage Loan Trust Inc.
000
Xxxxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
RE: **Additional
Form [10-D][10-K][8-K] Disclosure** Required
Ladies
and
Gentlemen:
In
accordance with Section 4.07 of the Pooling and Servicing Agreement, dated
as of
June 1, 2007, among Citigroup Mortgage Loan Trust Inc. as Depositor, Xxxxx
Fargo
Bank, N.A. as Master Servicer and Trust Administrator, Ameriquest Mortgage
Company as Servicer and U.S. Bank National Association as Trustee, the
undersigned, as [ ],
hereby notifies you that certain events have come to our attention that [will]
[may] need to be disclosed on Form [10-D][10-K][8-K].
Description
of Additional Form [10-D][10-K][8-K] Disclosure:
List
of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:
Any
inquiries related to this notification should be directed to
[ ],
phone
number: [ ];
email
address: [ ].
|
[NAME
OF
PARTY],
as [role]
|
|||
|
Date
|
By:
|
||
| Name: | |||
| Title: | |||
EXHIBIT
L
ANNUAL
STATEMENT OF COMPLIANCE
CITIGROUP
MORTGAGE LOAN TRUST 2007-AMC4,
ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES 2007-AMC4
I,
_____________________, hereby certify that I am a duly appointed
__________________________ of [Xxxxx Fargo Bank, N.A.] [Ameriquest Mortgage
Company], and further certify as follows:
1. This
certification is being made pursuant to the terms of the Pooling and Servicing
Agreement, dated as of June 1, 2007 (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc., as depositor, Xxxxx Fargo Bank, N.A. as master servicer and
trust administrator (the “Master Servicer” and the “Trust Administrator”),
Ameriquest Mortgage Company as Servicer (the “Servicer”) and U.S. Bank National
Association, as trustee.
2. The
undersigned officer of the [Servicer] [Master Servicer] [Trust Administrator]
hereby certifies that (i) a review of the activities of the [Servicer] [Master
Servicer] [Trust Administrator] during the preceding calendar year and of
performance under the Agreement has been made under such officers’ supervision
and (ii) to the best of such officers’ knowledge, based on such review, the
[Servicer] [Master Servicer] [Trust Administrator] has fulfilled all of its
obligations under the Agreement in all material respects throughout such
year.
Capitalized
terms not otherwise defined herein have the meanings set forth in the
Agreements.
Dated:
_____________, 2008
IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of
_____________.
|
By:
|
|
|
Name:
|
|
|
Title:
|
I,
_________________________, a (an) __________________ of the [Servicer] [Master
Servicer] [Trust Administrator], hereby certify that _________________ is a
duly
elected, qualified, and acting _______________________ of the [Servicer] [Master
Servicer] [Trust Administrator]and that the signature appearing above is his/her
genuine signature.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of
______________.
|
By:
|
|
|
Name:
|
EXHIBIT
M-1
FORM
OF DELINQUENCY REPORT
Exhibit :Standard
File Layout – Delinquency Reporting
*The
column/header names in bold are the minimum
fields Xxxxx Fargo must receive from every Servicer
|
Column/Header
Name
|
Description
|
Decimal
|
Format
Comment
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be
different than the LOAN_NBR
|
|
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the originator.
|
|
|
|
CLIENT_NBR
|
Servicer
Client Number
|
||
|
SERV_INVESTOR_NBR
|
Contains
a unique number as assigned by an external servicer to identify
a group of
loans in their system.
|
|
|
|
BORROWER_FIRST_NAME
|
First
Name of the Borrower.
|
||
|
BORROWER_LAST_NAME
|
Last
name of the borrower.
|
||
|
PROP_ADDRESS
|
Street
Name and Number of Property
|
|
|
|
PROP_STATE
|
The
state where the property located.
|
|
|
|
PROP_ZIP
|
Zip
code where the property is located.
|
|
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date that the borrower's next payment is due to the servicer at
the end of
processing cycle, as reported by Servicer.
|
MM/DD/YYYY
|
|
|
LOAN_TYPE
|
Loan
Type (i.e. FHA, VA, Conv)
|
|
|
|
BANKRUPTCY_FILED_DATE
|
The
date a particular bankruptcy claim was filed.
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_CHAPTER_CODE
|
The
chapter under which the bankruptcy was filed.
|
|
|
|
BANKRUPTCY_CASE_NBR
|
The
case number assigned by the court to the bankruptcy
filing.
|
|
|
|
POST_PETITION_DUE_DATE
|
The
payment due date once the bankruptcy has been approved by the
courts
|
MM/DD/YYYY
|
|
|
BANKRUPTCY_DCHRG_DISM_DATE
|
The
Date The Loan Is Removed From Bankruptcy. Either by Dismissal,
Discharged
and/or a Motion For Relief Was Granted.
|
MM/DD/YYYY
|
|
|
LOSS_MIT_APPR_DATE
|
The
Date The Loss Mitigation Was Approved By The Servicer
|
MM/DD/YYYY
|
|
|
LOSS_MIT_TYPE
|
The
Type Of Loss Mitigation Approved For A Loan Such As;
|
||
|
LOSS_MIT_EST_COMP_DATE
|
The
Date The Loss Mitigation /Plan Is Scheduled To End/Close
|
MM/DD/YYYY
|
|
|
LOSS_MIT_ACT_COMP_DATE
|
The
Date The Loss Mitigation Is Actually Completed
|
MM/DD/YYYY
|
|
|
FRCLSR_APPROVED_DATE
|
The
date DA Admin sends a letter to the servicer with instructions
to begin
foreclosure proceedings.
|
MM/DD/YYYY
|
|
|
ATTORNEY_REFERRAL_DATE
|
Date
File Was Referred To Attorney to Pursue Foreclosure
|
MM/DD/YYYY
|
|
|
FIRST_LEGAL_DATE
|
Notice
of 1st legal filed by an Attorney in a Foreclosure Action
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_EXPECTED_DATE
|
The
date by which a foreclosure sale is expected to occur.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_DATE
|
The
actual date of the foreclosure sale.
|
MM/DD/YYYY
|
|
|
FRCLSR_SALE_AMT
|
The
amount a property sold for at the foreclosure sale.
|
2
|
No
commas(,) or dollar signs ($)
|
|
EVICTION_START_DATE
|
The
date the servicer initiates eviction of the borrower.
|
MM/DD/YYYY
|
|
|
EVICTION_COMPLETED_DATE
|
The
date the court revokes legal possession of the property from the
borrower.
|
MM/DD/YYYY
|
|
|
LIST_PRICE
|
The
price at which an REO property is marketed.
|
2
|
No
commas(,) or dollar signs ($)
|
|
LIST_DATE
|
The
date an REO property is listed at a particular price.
|
MM/DD/YYYY
|
|
|
OFFER_AMT
|
The
dollar value of an offer for an REO property.
|
2
|
No
commas(,) or dollar signs ($)
|
|
OFFER_DATE_TIME
|
The
date an offer is received by DA Admin or by the Servicer.
|
MM/DD/YYYY
|
|
|
REO_CLOSING_DATE
|
The
date the REO sale of the property is scheduled to close.
|
MM/DD/YYYY
|
|
|
REO_ACTUAL_CLOSING_DATE
|
Actual
Date Of REO Sale
|
MM/DD/YYYY
|
|
|
OCCUPANT_CODE
|
Classification
of how the property is occupied.
|
|
|
|
PROP_CONDITION_CODE
|
A
code that indicates the condition of the property.
|
|
|
|
PROP_INSPECTION_DATE
|
The
date a property inspection is performed.
|
MM/DD/YYYY
|
|
|
APPRAISAL_DATE
|
The
date the appraisal was done.
|
MM/DD/YYYY
|
|
|
CURR_PROP_VAL
|
The
current "as is" value of
the property based on brokers price opinion or
appraisal.
|
2
|
|
|
REPAIRED_PROP_VAL
|
The
amount the property would be worth if repairs are completed pursuant
to a
broker's price opinion or appraisal.
|
2
|
|
|
If
applicable:
|
|
|
|
|
DELINQ_STATUS_CODE
|
FNMA
Code Describing Status of Loan
|
||
|
DELINQ_REASON_CODE
|
The
circumstances which caused a borrower to stop paying on a
loan. Code indicates the reason why the loan is in
default for this cycle.
|
||
|
MI_CLAIM_FILED_DATE
|
Date
Mortgage Insurance Claim Was Filed With Mortgage Insurance
Company.
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT
|
Amount
of Mortgage Insurance Claim Filed
|
No
commas(,) or dollar signs ($)
|
|
|
MI_CLAIM_PAID_DATE
|
Date
Mortgage Insurance Company Disbursed Claim Payment
|
MM/DD/YYYY
|
|
|
MI_CLAIM_AMT_PAID
|
Amount
Mortgage Insurance Company Paid On Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_FILED_DATE
|
Date
Claim Was Filed With Pool Insurance Company
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT
|
Amount
of Claim Filed With Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
POOL_CLAIM_PAID_DATE
|
Date
Claim Was Settled and The Check Was Issued By The Pool
Insurer
|
MM/DD/YYYY
|
|
|
POOL_CLAIM_AMT_PAID
|
Amount
Paid On Claim By Pool Insurance Company
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_FILED_DATE
|
Date
FHA Part A Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_AMT
|
Amount
of FHA Part A Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_A_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part A Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_A_CLAIM_PAID_AMT
|
Amount
HUD Paid on Part A Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_FILED_DATE
|
Date
FHA Part B
Claim Was Filed With HUD
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_AMT
|
Amount
of FHA Part B Claim Filed
|
2
|
No
commas(,) or dollar signs ($)
|
|
FHA_PART_B_CLAIM_PAID_DATE
|
Date
HUD Disbursed Part B Claim Payment
|
MM/DD/YYYY
|
|
|
FHA_PART_B_CLAIM_PAID_AMT
|
Amount
HUD Paid on
Part B Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
VA_CLAIM_FILED_DATE
|
Date
VA Claim Was Filed With
the Veterans Admin
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_DATE
|
Date
Veterans Admin.
Disbursed VA Claim Payment
|
MM/DD/YYYY
|
|
|
VA_CLAIM_PAID_AMT
|
Amount
Veterans
Admin. Paid on VA Claim
|
2
|
No
commas(,) or dollar signs ($)
|
|
MOTION_FOR_RELIEF_DATE
|
The
date the Motion for Relief was filed
|
10
|
MM/DD/YYYY
|
|
FRCLSR_BID_AMT
|
The
foreclosure sale bid amount
|
11
|
No
commas(,) or dollar signs ($)
|
|
FRCLSR_SALE_TYPE
|
The
foreclosure sales results: REO, Third Party, Conveyance to
HUD/VA
|
|
|
|
REO_PROCEEDS
|
The
net proceeds from the sale of the REO property.
|
|
No
commas(,) or dollar signs ($)
|
|
BPO_DATE
|
The
date the BPO was done.
|
|
|
|
CURRENT_FICO
|
The
current FICO score
|
|
|
|
HAZARD_CLAIM_FILED_DATE
|
The
date the Hazard Claim was filed with the Hazard Insurance
Company.
|
10
|
MM/DD/YYYY
|
|
HAZARD_CLAIM_AMT
|
The
amount of the Hazard Insurance Claim filed.
|
11
|
No
commas(,) or dollar signs ($)
|
|
HAZARD_CLAIM_PAID_DATE
|
The
date the Hazard Insurance Company disbursed the claim
payment.
|
10
|
MM/DD/YYYY
|
|
HAZARD_CLAIM_PAID_AMT
|
The
amount the Hazard Insurance Company paid on the claim.
|
11
|
No
commas(,) or dollar signs ($)
|
|
ACTION_CODE
|
Indicates
loan status
|
Number
|
|
|
NOD_DATE
|
|
|
MM/DD/YYYY
|
|
NOI_DATE
|
|
|
MM/DD/YYYY
|
|
ACTUAL_PAYMENT_PLAN_START_DATE
|
|
|
MM/DD/YYYY
|
|
ACTUAL_PAYMENT_
PLAN_END_DATE
|
|
|
|
|
ACTUAL_REO_START_DATE
|
|
|
MM/DD/YYYY
|
|
REO_SALES_PRICE
|
|
|
Number
|
|
REALIZED_LOSS/GAIN
|
As
defined in the Servicing Agreement
|
|
Number
|
Exhibit
2:Standard File Codes – Delinquency
Reporting
The
Loss Mit Type field should show the approved Loss
Mitigation Code as follows:
|
•
|
ASUM-
|
Approved
Assumption
|
|
•
|
BAP-
|
|
|
•
|
CO-
|
Borrower
Assistance Program
|
|
•
|
DIL-
|
Deed-in-Lieu
|
|
•
|
FFA-
|
Formal
Forbearance Agreement
|
|
•
|
MOD-
|
Loan
Modification
|
|
•
|
PRE-
|
Pre-Sale
|
|
•
|
SS-
|
Short
Sale
|
|
•
|
MISC-
|
Anything
else approved by the PMI or Pool
Insurer
|
NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Xxxxx Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file.
The
Occupant
Code field
should show the current status of the property code as
follows:
|
·
|
Mortgagor
|
|
·
|
Tenant
|
|
·
|
Unknown
|
|
·
|
Vacant
|
The
Property
Condition
field should show the last reported condition of the property as
follows:
|
·
|
Damaged
|
|
·
|
Excellent
|
|
·
|
Fair
|
|
·
|
Gone
|
|
·
|
Good
|
|
·
|
Poor
|
|
·
|
Special
Hazard
|
|
·
|
Unknown
|
Exhibit
2:Standard File Codes – Delinquency Reporting,
Continued
The
FNMA
Delinquent Reason
Code field
should show the Reason for Delinquency as follows:
|
Delinquency
Code
|
Delinquency
Description
|
|
001
|
FNMA-Death
of principal
mortgagor
|
|
002
|
FNMA-Illness
of principal
mortgagor
|
|
003
|
FNMA-Illness
of mortgagor’s family
member
|
|
004
|
FNMA-Death
of mortgagor’s family
member
|
|
005
|
FNMA-Marital
difficulties
|
|
006
|
FNMA-Curtailment
of
income
|
|
007
|
FNMA-Excessive
Obligation
|
|
008
|
FNMA-Abandonment
of
property
|
|
009
|
FNMA-Distant
employee
transfer
|
|
011
|
FNMA-Property
problem
|
|
012
|
FNMA-Inability
to sell
property
|
|
013
|
FNMA-Inability
to rent
property
|
|
014
|
FNMA-Military
Service
|
|
015
|
FNMA-Other
|
|
016
|
FNMA-Unemployment
|
|
017
|
FNMA-Business
failure
|
|
019
|
FNMA-Casualty
loss
|
|
022
|
FNMA-Energy
environment
costs
|
|
023
|
FNMA-Servicing
problems
|
|
026
|
FNMA-Payment
adjustment
|
|
027
|
FNMA-Payment
dispute
|
|
029
|
FNMA-Transfer
of ownership
pending
|
|
030
|
FNMA-Fraud
|
|
031
|
FNMA-Unable
to contact
borrower
|
|
INC
|
FNMA-Incarceration
|
Exhibit
2:Standard File Codes – Delinquency Reporting,
Continued
The
FNMA
Delinquent Status
Code field
should show the Status of Default as follows:
|
Status
Code
|
Status
Description
|
|
09
|
Forbearance
|
|
17
|
Pre-foreclosure
Sale Closing Plan
Accepted
|
|
24
|
Government
Seizure
|
|
26
|
Refinance
|
|
27
|
Assumption
|
|
28
|
Modification
|
|
29
|
Charge-Off
|
|
30
|
Third
Party
Sale
|
|
31
|
Probate
|
|
32
|
Military
Indulgence
|
|
43
|
Foreclosure
Started
|
|
44
|
Deed-in-Lieu
Started
|
|
49
|
Assignment
Completed
|
|
61
|
Second
Lien
Considerations
|
|
62
|
Veteran’s
Affairs-No
Bid
|
|
63
|
Veteran’s
Affairs-Refund
|
|
64
|
Veteran’s
Affairs-Buydown
|
|
65
|
Chapter
7
Bankruptcy
|
|
66
|
Chapter
11
Bankruptcy
|
|
67
|
Chapter
13
Bankruptcy
|
EXHIBIT
M-2
MONTHLY
REMITTANCE
ADVICE
|
Standard
Loan Level File Layout – Master Servicing
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
Each
file requires the following fields:
|
|
|
|
|
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 20
digits
|
20
|
|
LOAN_NBR
|
A
unique identifier assigned to each loan by the investor.
|
|
Text
up to 10 digits
|
10
|
|
SERVICER_LOAN_NBR
|
A
unique number assigned to a loan by the Servicer. This may be
different than the LOAN_NBR.
|
|
Text
up to 10 digits
|
10
|
|
SCHED_PAY_AMT
|
Scheduled
monthly principal and scheduled interest payment that a borrower
is
expected to pay, P&I constant.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NOTE_INT_RATE
|
The
loan interest rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
NET_INT_RATE
|
The
loan gross interest rate less the service fee rate as reported
by the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_RATE
|
The
servicer's fee rate for a loan as reported by the
Servicer.
|
4
|
Max
length of 6
|
6
|
|
SERV_FEE_AMT
|
The
servicer's fee amount for a loan as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_PAY_AMT
|
The
new loan payment amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NEW_LOAN_RATE
|
The
new loan rate as reported by the Servicer.
|
4
|
Max
length of 6
|
6
|
|
ARM_INDEX_RATE
|
The
index the Servicer is using to calculate a forecasted
rate.
|
4
|
Max
length of 6
|
6
|
|
ACTL_BEG_PRIN_BAL
|
The
borrower's actual principal balance at the beginning of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_END_PRIN_BAL
|
The
borrower's actual principal balance at the end of the processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BORR_NEXT_PAY_DUE_DATE
|
The
date at the end of processing cycle that the borrower's next payment
is
due to the Servicer, as reported by Servicer.
|
|
MM/DD/YYYY
|
10
|
|
SERV_CURT_AMT_1
|
The
first curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_1
|
The
curtailment date associated with the first curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_1
|
The
curtailment interest on the first curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_AMT_2
|
The
second curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_2
|
The
curtailment date associated with the second curtailment
amount.
|
|
MM/DD/YYYY
|
10
|
|
CURT_ADJ_
AMT_2
|
The
curtailment interest on the second curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
Exhibit
1:Continued
|
Standard
Loan Level File Layout
|
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
SERV_CURT_AMT_3
|
The
third curtailment amount to be applied.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SERV_CURT_DATE_3
|
The
curtailment date associated with the third curtailment
amount.
|
MM/DD/YYYY
|
10
|
|
|
CURT_ADJ_AMT_3
|
The
curtailment interest on the third curtailment amount, if
applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_AMT
|
The
loan "paid in full" amount as reported by the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
MM/DD/YYYY
|
10
|
|
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
|
|
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SOLDIER_SAILOR_ADJ_AMT
|
The
Soldier and Sailor Adjustment amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
NON_ADV_LOAN_AMT
|
The
Non Recoverable Loan Amount, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
LOAN_LOSS_AMT
|
The
amount the Servicer is passing as a loss, if applicable.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
Plus
the following applicable fields:
|
|
|||
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of
the cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_END_PRIN_BAL
|
The
scheduled principal balance due to investors at the end of a processing
cycle.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_PRIN_AMT
|
The
scheduled principal amount as reported by the Servicer for the
current
cycle -- only applicable for Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
SCHED_NET_INT
|
The
scheduled gross interest amount less the service fee amount for
the
current cycle as reported by the Servicer -- only applicable for
Scheduled/Scheduled Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_PRIN_AMT
|
The
actual principal amount collected by the Servicer for the current
reporting cycle -- only applicable for Actual/Actual
Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
ACTL_NET_INT
|
The
actual gross interest amount less the service fee amount for the
current
reporting cycle as reported by the Servicer -- only applicable
for
Actual/Actual Loans.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
AMT
|
The
penalty amount received when a borrower prepays on his loan as
reported by
the Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
PREPAY_PENALTY_
WAIVED
|
The
prepayment penalty amount for the loan waived by the
servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
Exhibit
1: Continued
|
Standard
Loan Level File Layout
|
|
|
|
|
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
MM/DD/YYYY
|
10
|
|
|
MOD_TYPE
|
The
Modification Type.
|
Varchar
- value can be alpha or numeric
|
30
|
|
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
|
BREACH_FLAG
|
Flag
to indicate if the repurchase of a loan is due to a breach of
Representations and Warranties
|
Y=Breach
N=NO
Breach
Let
blank if N/A
|
1
|
EXHIBIT
M-3
FORM
OF REALIZED LOSS REPORT
Exhibit : Calculation
of
Realized Loss/Gain Form 332– Instruction Sheet
NOTE: Do
not net or combine items. Show all expenses individually and all
credits as separate line items. Claim packages are due on the
remittance report date. Late submissions may result in claims not
being passed until the following month. The Servicer, with respect to
GMAC only, is responsible to remit all funds pending loss approval and /or
resolution of any disputed items.
1.
2. The
numbers on the 332 form correspond with the numbers listed below.
Liquidation
and Acquisition Expenses:
|
|
1.
|
The
Actual Unpaid Principal Balance of the Mortgage Loan. For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is
required.
|
|
|
2.
|
The
Total Interest Due less the aggregate amount of servicing fee that
would
have been earned if all delinquent payments had been made as agreed.
For
documentation, an Amortization Schedule from date of default through
liquidation breaking out the net interest and servicing fees advanced
is
required.
|
|
|
3.
|
Accrued
Servicing Fees based upon the Scheduled Principal Balance of the
Mortgage
Loan as calculated on a monthly basis. For documentation, an Amortization
Schedule from date of default through liquidation breaking out the
net
interest and servicing fees advanced is
required.
|
|
4-12.
|
Complete
as applicable. Required
documentation:
|
* For
taxes and insurance advances – see page 2 of 332 form - breakdown required
showing period
of
coverage, base tax, interest, penalty. Advances prior to default
require evidence of servicer efforts to recover advances.
* For
escrow advances - complete payment history
(to
calculate advances from last positive escrow balance forward)
* Other
expenses - copies of corporate advance history showing all
payments
* REO
repairs> $1500 require explanation
* REO
repairs>$3000 require evidence of at least 2 bids.
* Short
Sale or Charge Off require P&L supporting the decision and WFB’s approved Officer
Certificate
* Unusual
or extraordinary items may require further documentation.
|
|
13.
|
The
total of lines 1 through 12.
|
3. Credits:
|
14-21.
|
Complete
as applicable. Required
documentation:
|
*
Copy of
the HUD 1 from the REO sale. If a 3rd Party Sale,
bid
instructions and Escrow
Agent / Attorney
Letter
of Proceeds Breakdown.
* Copy
of EOB for any MI or gov't guarantee
* All
other credits need to be clearly defined on the 332
form
|
|
22.
|
The
total of lines 14 through 21.
|
|
Please
Note:
|
For
HUD/VA loans, use line (18a) for Part A/Initial proceeds and line
(18b)
for Part B/Supplemental proceeds.
|
Total
Realized Loss (or Amount of Any Gain)
|
|
23.
|
The
total derived from
subtracting line 22 from 13. If the amount represents a
realized gain, show the amount in parenthesis
( ).
|
Exhibit
3A: Calculation
of
Realized Loss/Gain Form 332
Prepared
by: __________________ Date: _______________
Phone: ______________________ Email
Address:_____________________
|
Servicer
Loan No.
|
Servicer
Name
|
Servicer
Address
|
XXXXX
FARGO BANK, N.A. Loan No._____________________________
Borrower's
Name: _________________________________________________________
Property
Address: _________________________________________________________
Liquidation
Type: REO
Sale
3rd Party
Sale Short
SaleCharge Off
Was
this loan granted a Bankruptcy deficiency or
cramdownYes No
If
“Yes”,
provide deficiency or cramdown amount
_______________________________
|
Liquidation
and Acquisition Expenses:
|
|||||||
|
(1)
|
Actual
Unpaid Principal Balance of Mortgage Loan
|
|
$ |
(1)
|
|||
|
(2)
|
Interest
accrued at Net Rate
|
|
(2)
|
||||
|
(3)
|
Accrued
Servicing Fees
|
|
(3)
|
||||
|
(4)
|
Attorney's
Fees
|
|
(4)
|
||||
|
(5)
|
Taxes
(see page 2)
|
|
(5)
|
||||
|
(6)
|
Property
Maintenance
|
|
(6)
|
||||
|
(7)
|
MI/Hazard
Insurance Premiums (see page 2)
|
|
(7)
|
||||
|
(8)
|
Utility
Expenses
|
|
(8)
|
||||
|
(9)
|
Appraisal/BPO
|
|
(9)
|
||||
|
(10)
|
Property
Inspections
|
|
(10)
|
||||
|
(11)
|
FC
Costs/Other Legal Expenses
|
(11)
|
|||||
|
(12)
|
Other
(itemize)
|
|
(12)
|
||||
|
Cash
for Keys
|
|
(12)
|
|||||
|
HOA/Condo
Fees
|
|
(12)
|
|||||
|
|
|
(12)
|
|||||
|
Total
Expenses
|
$ |
(13)
|
|||||
|
Credits:
|
|||||||
|
(14)
|
Escrow
Balance
|
$
|
(14)
|
||||
|
(15)
|
HIP
Refund
|
(15)
|
|||||
|
(16)
|
Rental
Receipts
|
|
(16)
|
||||
|
(17)
|
Hazard
Loss Proceeds
|
|
(17)
|
||||
|
(18)
|
Primary
Mortgage Insurance / Gov’t Insurance
|
|
(18a) | ||||
|
HUD
Part A
|
|||||||
|
HUD
Part B
|
(18b) | ||||||
|
(19)
|
Pool
Insurance Proceeds
|
|
(19)
|
||||
|
(20)
|
Proceeds
from Sale of Acquired Property
|
|
(20)
|
||||
|
(21)
|
Other
(itemize)
|
|
(21)
|
||||
|
|
|
|
(21)
|
||||
|
Total
Credits
|
$
|
(22)
|
|||||
|
Total
Realized Loss (or Amount of Gain)
|
|
|
$
|
(23)
|
|||
Escrow
Disbursement Detail
|
Type
(Tax
/Ins.)
|
Date
Paid
|
Period
of
Coverage
|
Total
Paid
|
Base
Amount
|
Penalties
|
Interest
|
EXHIBIT
N
ADDENDUM
REGULATION AB
COUNTRYWIDE
ADDENDUM REGULATION AB
1. Capitalized
terms used herein but not otherwise defined shall have the meanings set forth
in
the Pooling and Servicing Agreement.
Countrywide
Information: As defined in Section 2(g)(i)(A)(1).
Securitization
Transaction: Citigroup Mortgage Loan Trust 2007-AMC4,
Asset-Backed Pass-Through Certificates, Series 2007-AMC4.
Servicer: As
defined
in Section 2(c)(iii).
Subcontractor: Any
vendor, subcontractor or other Person that is not responsible for the overall
servicing (as “servicing” is commonly understood by participants in the
mortgage-backed securities market) of Mortgage Loans but performs one or more
discrete functions identified in Item 1122(d) of Regulation AB with respect
to
Mortgage Loans under the direction or authority of Countrywide or a
Subservicer.
Subservicer: Any
Person that services Mortgage Loans on behalf of Countrywide or any Subservicer
and is responsible for the performance (whether directly or through Subservicers
or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by Countrywide under the Pooling and Servicing
Agreement that are identified in Item 1122(d) of Regulation AB; provided,
however, that the term “Subservicer” shall not include any master servicer, or
any special servicer engaged at the request of the Depositor, the Master
Servicer or investor in the Securitization Transaction, nor any “back-up
servicer” or trustee performing servicing functions on behalf of the
Securitization Transaction.
2. The
Master Servicer, the Depositor and Countrywide agree that the Pooling and
Servicing Agreement is hereby supplemented by adding the following
provisions:
(a) Intent
of the Parties; Reasonableness.
The
Depositor, the Master Servicer and Countrywide acknowledge and agree that the
purpose of Article 2 of this Addendum is to facilitate compliance by the Master
Servicer and the Depositor with the provisions of Regulation AB and related
rules and regulations of the Commission. Neither the Master Servicer
nor the Depositor shall exercise its right to request delivery of information
or
other performance under these provisions other than in good faith, or for
purposes other than compliance with the Securities Act, the Exchange Act and
the
rules and regulations of the Commission thereunder. Countrywide
acknowledges that interpretations of the requirements of Regulation AB may
change over time, whether due to interpretive guidance provided by the
Commission or its staff, and agrees to negotiate in good faith with the Master
Servicer and the Depositor with regard to any reasonable requests for delivery
of information under these provisions on the basis of evolving interpretations
of Regulation AB. In connection with the Securitization
Transaction, Countrywide shall cooperate fully with the Master Servicer and
the
Depositor to deliver to the Master Servicer (including any of its assignees
or
designees) and the Depositor, any and all statements, reports, certifications,
records and any other information necessary to permit the Master Servicer or
the
Depositor to comply with the provisions of Regulation AB, together with such
disclosures relating to Countrywide, and any parties or items identified in
writing by the Master Servicer or the Depositor, including, any Subservicer
or
the servicing of the Mortgage Loans necessary in order to effect such
compliance.
The
Depositor and the Master Servicer
agree that they will cooperate with Countrywide and provide sufficient and
timely notice of any information requirements pertaining to the Securitization
Transaction. The Depositor and the Master Servicer will make all
reasonable efforts to contain requests for information, reports or any other
materials to items required for compliance with Regulation AB, and shall not
request information which is not required for such
compliance.
(b) [Reserved].
(c) Information
to Be Provided by Countrywide.
In
connection with the Securitization Transaction Countrywide shall (1) within
ten
Business Days following request by the Master Servicer or the Depositor, provide
to the Master Servicer and the Depositor (or cause each Subservicer to provide),
in writing reasonably required for compliance with Regulation AB, the
information and materials specified in paragraph (iii) of this Section 2(c),
(2)
within the time frame set forth therein, the information and materials specified
in paragraph (vi) of this Section 2(c), and (3) as promptly as practicable
following notice to or discovery by Countrywide, provide to the Master Servicer
and the Depositor (as required by Regulation AB) the information specified
in
paragraph (iv) of this Section.
(i) Reserved.
(ii) Reserved.
(iii) Reserved.
(iv) For
the purpose of satisfying the reporting obligations of the Issuing Entity under
the Exchange Act, Countrywide shall (and shall cause each Subservicer to) (a)
provide prompt notice to the Master Servicer and the Depositor in writing of
(1)
any merger, consolidation or sale of substantially all of the assets of
Countrywide, (2) Countrywide’s entry into an agreement with a Subservicer to
perform or assist in the performance of any of Countrywide’s obligations under
the Pooling and Servicing Agreement that qualifies as an “entry into a material
definitive agreement” under Item 1.01 of the Form 8-K, (3) any Servicer Event of
Default under the terms of the Pooling and Servicing Agreement to the extent
not
known by the Master Servicer or the Depositor, and (4) a brief description
of
any material litigation or governmental proceedings involving Countrywide or
any
Subservicer.
(v) As
a condition to the succession to Countrywide or any Subservicer as servicer
or
subservicer under the Pooling and Servicing Agreement by any Person (i) into
which Countrywide or such Subservicer may be merged or consolidated, or (ii)
which may be appointed as a successor to Countrywide or any Subservicer,
Countrywide shall provide to the Master Servicer and the Depositor, at least
15
calendar days prior to the effective date of such succession or appointment,
(x)
written notice to the Master Servicer and the Depositor of such succession
or
appointment and (y) in writing, all information reasonably requested by the
Master Servicer or the Depositor in order to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to the
Certificates.
(vi) Countrywide
shall provide to the Master
Servicer and the Depositor a description of any affiliation or relationship
required to be disclosed under Item 1119 between Countrywide and any of the
parties listed in Items 1119 (a)(1)-(6) of
Regulation AB that develops following
the Closing Date (other than an affiliation or relationship that the Master
Servicer, the Depositor or the issuing entity is required to disclose under
Item
1119 of Regulation AB) no later than 15 calendar days prior to the date the
Depositor is required to file its Form 10-K disclosing such affiliation or
relationship. For purposes of the foregoing, Countrywide (1) shall be
entitled to assume that the parties to the Securitization Transaction with
whom
affiliations or relations must be disclosed are the same as on the closing
date
if it provides a written request (which may be by e-mail) to the Depositor
or the Master
Servicer, as applicable, requesting such confirmation and either obtains such
confirmation or receives no response within three (3) Business Days, (2) shall
not be obligated to disclose any affiliations or relationships that may develop
after the closing date for the Securitization Transaction with any parties
not
identified to Countrywide in writing within ten days in advance of the
Securitization Transaction, and (3) shall be entitled to rely upon any written
identification of parties provided by the Depositor or the Master
Servicer.
(vii) Not
later than ten days prior to the deadline for the filing of the Monthly
Statement on Form 10-D in respect of the Securitization Transaction that
includes any of the Mortgage Loans serviced by Countrywide or any Subservicer,
Countrywide or such Subservicer, as applicable, shall, to the extent Countrywide
or such Subservicer has knowledge, provide to the party responsible for filing
such report (including, if applicable, the Master Servicer) notice of the
occurrence of any of the following events, along with all information, data,
and
materials related thereto as may be required to be included in the related
distribution report on Form 10-D:
(a) any
material modifications, extensions or waivers of Mortgage Loan terms, fees,
penalties or payments during the distribution period; or
(b) material
breaches of transaction covenants under the Pooling and Servicing Agreement,
as
supplemented herein.
(d) Servicer
Compliance Statement.
On
or
before March 5 of each calendar year, commencing in 2008, Countrywide shall
deliver to the Master Servicer and the Depositor a statement of compliance
addressed to the Master Servicer and the Depositor and signed by an authorized
officer of Countrywide, to the effect that (i) a review of Countrywide’s
servicing activities during the immediately preceding calendar year (or
applicable portion thereof) and of its performance under the servicing
provisions of the Pooling and Servicing Agreement during such period has been
made under such officer’s supervision, and (ii) to the best of such officers’
knowledge, based on such review, Countrywide has fulfilled all of its servicing
obligations under the Pooling and Servicing Agreement in all material respects
throughout such calendar year (or applicable portion thereof) or, if there
has
been a failure to fulfill any such obligation in any material respect,
specifically identifying each such failure known to such officer and the nature
and the status thereof.
(e) Report
on Assessment of Compliance and Attestation.
(i) On
or before March 5 of each calendar year, commencing in 2008, Countrywide
shall:
(A) deliver
to the Master Servicer and the Depositor a report regarding Countrywide’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
addressed to the Master Servicer and the Depositor and signed by an authorized
officer of Countrywide, and shall address each of the applicable Servicing
Criteria specified on Exhibit A hereto (wherein “Investor” shall mean the Master
Servicer);
(B) deliver
to the Master Servicer and the Depositor a report of a registered public
accounting firm that attests to, and reports on, the assessment of compliance
made by Countrywide 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;
(C) if
required by Regulation AB, cause each Subservicer and each Subcontractor
determined by Countrywide pursuant to Section 2(f)(ii) to be “participating in
the servicing function” within the meaning of Item 1122 of Regulation AB (each,
a “Participating Entity”), to deliver to the Master Servicer and the Depositor
an assessment of compliance and accountants’ attestation as and when provided in
paragraphs (i) and (ii) of this Section 2(e); and
(D) deliver,
or, if required by Regulation AB, cause each Subservicer and Participating
Entity to deliver to the Master Servicer, the Depositor or any other Person
that
will be responsible for signing the certification (a “Sarbanes Certification”)
required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
to
Section 302 of the Xxxxxxxx-Xxxxx Act of 2002) on behalf of the Issuing Entity
a
certification, signed by the appropriate officer of Countrywide, in the form
attached hereto as Exhibit B; provided that such certification delivered by
Countrywide may not be filed as an exhibit to, or included in, any filing with
the Commission.
Countrywide
acknowledges that the party identified in clause (i)(D) above may rely on the
certification provided by Countrywide pursuant to such clause in signing a
Sarbanes Certification and filing such with the Commission.
(ii) Each
assessment of compliance provided by a Subservicer pursuant to Section
2(e)(i)(A) shall address each of the applicable Servicing Criteria specified
on
Exhibit A hereto (wherein “investor” shall mean the Master Servicer) delivered
to the Master Servicer and the Depositor concurrently with the execution of
the
Pooling and Servicing Agreement or, in the case of a Subservicer subsequently
appointed as such, on or prior to the date of such appointment. An
assessment of compliance provided by a Participating Entity pursuant to Section
2(e)(i)(C) need not address any elements of the Servicing Criteria other than
those specified by Countrywide pursuant to Section 2(f).
If
reasonably requested by the Master Servicer or the Depositor, Countrywide shall
provide to the Master Servicer or the Depositor, evidence of the authorization
of the person signing the certificate or statement provided pursuant to Section
2(d) and 2(e) of this Addendum.
(f) Use
of Subservicers and Subcontractors.
Countrywide
shall not hire or otherwise utilize the services of any Subservicer to fulfill
any of the obligations of Countrywide as servicer under the Pooling and
Servicing Agreement unless Countrywide complies with the provisions of paragraph
(i) of this Subsection (f). Countrywide shall not hire or otherwise
utilize the services of any Subcontractor, and shall not permit any Subservicer
to hire or otherwise utilize the services of any Subcontractor, to fulfill
any
of the obligations of Countrywide as servicer under the Pooling and Servicing
Agreement unless Countrywide complies with the provisions of paragraph (ii)
of
this Subsection (f).
(i) It
shall not be necessary for Countrywide to seek the consent of the Master
Servicer or the Depositor to the utilization of any Subservicer. If
required by Regulation AB, Countrywide shall cause any Subservicer used by
Countrywide (or by any Subservicer) for the benefit of the Master Servicer
and
the Depositor to comply with the provisions of this Section and with Sections
2(b), 2(c)(iii), 2(c)(v), 2(d), and 2(e) of this Addendum, and to provide the
information required with respect to such Subservicer under Section 2(c)(iv)
of
this Addendum. Countrywide shall be responsible for obtaining from
each Subservicer and delivering to the Master Servicer and the Depositor any
servicer compliance statement required to be delivered by such Subservicer
under
Section 2(d), any assessment of compliance and attestation required to be
delivered by such Subservicer under Section 2(e) and any certification required
to be delivered to the Person that will be responsible for signing the Sarbanes
Certification under Section 2(e) as and when required to be
delivered.
(ii) It
shall not be necessary for Countrywide to seek the consent of the Master
Servicer or the Depositor to the utilization of any Subcontractor. If
required by Regulation AB, after reasonable notice from the Master Servicer
or
the Depositor of the parties involved in the Securitization Transaction,
Countrywide shall promptly upon request provide to the Master Servicer and
the
Depositor a written description of the role and function of each
Subcontractor utilized by Countrywide or any Subservicer, specifying (A) the
identity of each such Subcontractor, (B) which (if any) of such Subcontractors
are Participating Entities, and (C) which elements of the Servicing Criteria
will be addressed in assessments of compliance provided by each Participating
Entity identified pursuant to clause (B) of this paragraph.
Countrywide
shall cause any such Participating Entity used by Countrywide (or by any
Subservicer) for the benefit of the Master Servicer and the Depositor to comply
with the provisions of Section 2(e) of this Addendum. Countrywide
shall be responsible for obtaining from each Participating Entity and delivering
to the Master Servicer and the Depositor any assessment of compliance and
attestation and certificate required to be delivered by such Participating
Entity under Section 2(e), in each case as and when required to be
delivered.
(g) Indemnification;
Remedies.
(i) Countrywide
shall indemnify the Master Servicer and each of the following parties
participating in the Securitization Transaction: the Sponsor, the Depositor
and
the Issuing Entity; each Person responsible for the execution or filing of
any
report required to be filed with the Commission with respect to the
Securitization Transaction, or for execution of a certification pursuant to
Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the
Securitization Transaction; each broker dealer acting as underwriter, acting
as
placement agent or acting as initial purchaser; each Person who controls any
of
such parties (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act); and the respective present and former directors,
officers and employees of each of the foregoing and shall hold each of them
harmless from and against any losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments, and any other costs,
fees
and expenses that any of them may sustain arising out of or based
upon:
(A)(1) any
untrue statement of a material fact contained or alleged to be contained in
any
written information, written report, certification or other material provided
under this Addendum by or on behalf of Countrywide, or provided under this
Addendum by or on behalf of any Subservicer or Participating Entity
(collectively, the “Countrywide Information”), or (2) the omission or alleged
omission to state in Countrywide Information a material fact required to be
stated in Countrywide Information or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, by way of clarification, that clause (2) of this
paragraph shall be construed solely by reference to Countrywide Information
and
not to any other information communicated in connection with the sale or
purchase of the Certificates, without regard to whether Countrywide Information
or any portion thereof is presented together with or separately from such other
information;
(B) any
failure by Countrywide, any Subservicer, any Participating Entity to deliver
any
information, report, certification, accountants’ letter or other material when
and as required under this Addendum, including any failure by Countrywide to
identify pursuant to Section 2(f)(ii) any Participating Entity; or
(C) any
breach by Countrywide of a representation or warranty set forth in Section
2(b)(i) or in a writing furnished pursuant to Section 2(b)(ii) and made as
of a
date prior to the Closing Date, to the extent that such breach is not cured
by
such closing date, or any breach by Countrywide of a representation or warranty
in a writing furnished pursuant to Section 2(b)(ii) to the extent made as of
a
date subsequent to such closing date.
If
the indemnification provided for
herein is unavailable or insufficient to hold harmless the parties set forth
in
Section 2(g)(i), then Countrywide agrees that it shall contribute to the amount
paid or payable by such indemnified party as a result of any claims, losses,
damages or liabilities incurred by such indemnified party in such proportion
as
is appropriate to reflect the relative fault of such indemnified party on the
one hand and Countrywide on the other.
In
the
case of any failure of performance described in clause (i)(B) of this Section,
Countrywide shall promptly reimburse the Master Servicer or the Depositor,
as
applicable, and each Person responsible for the execution or filing of any
report required to be filed with the Commission with respect to the
Securitization Transaction, or for execution of a certification pursuant to
Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the
Securitization Transaction, for all costs reasonably incurred by each such
party
in order to obtain the information, report, certification, accountants’ letter
or other material not delivered as required by Countrywide, any Subservicer
or
any Participating Entity.
(ii) (A) Any
failure by Countrywide, any Subservicer or any Participating Entity to deliver
any information, report, certification, accountants’ letter or other material
when and as required under this Addendum, which continues unremedied for three
Business Days after receipt by Countrywide and the applicable Subservicer or
Subcontractor of written notice of such failure from the Master Servicer or
the
Depositor shall, except as provided in clause (B) of this paragraph, constitute
a Servicer Event of Default with respect to Countrywide under the Pooling and
Servicing Agreement, and shall entitle the Master Servicer or the Depositor,
as
applicable, in its sole discretion to terminate the rights and obligations
of
Countrywide as servicer under the Pooling and Servicing Agreement without
payment (notwithstanding anything in the Pooling and Servicing Agreement to
the
contrary) of any compensation to Countrywide (and appoint a successor servicer
reasonably acceptable to the Master Servicer); provided, however it is
understood that Countrywide shall remain entitled to receive reimbursement
for
all xxxxxxxxxxxx X&X Advances and Servicing Advances made by Countrywide
under the Pooling and Servicing Agreement in accordance with and pursuant to
the
terms of the Pooling and Servicing Agreement as if Countrywide had not been
terminated as servicer. Notwithstanding anything to the contrary set
forth herein, to the extent that any provision of the Pooling and Servicing
Agreement expressly provides for the survival of certain rights or obligations
following termination of Countrywide as servicer, such provision shall be given
effect.
(B) Any
failure by Countrywide, any Subservicer or any Participating Entity to deliver
any information, report, certification or accountants’ letter required under
Regulation AB when and as required under Section 2(d) or 2(e), including any
failure by Countrywide to identify a Participating Entity, which continues
unremedied for ten calendar days after the date on which such information,
report, certification or accountants’ letter was required to be delivered shall
constitute a Servicer Event of Default with respect to Countrywide under the
Pooling and Servicing Agreement, and shall entitle the Master Servicer or the
Depositor, as applicable, in its sole discretion to terminate the rights and
obligations of Countrywide as servicer under the Pooling and Servicing Agreement
without payment (notwithstanding anything in the Pooling and Servicing Agreement
to the contrary) of any compensation to Countrywide;
provided,however it is understood that Countrywide shall
remain entitled to receive reimbursement for all xxxxxxxxxxxx X&X Advances
and Servicing Advances made by Countrywide under the Pooling and Servicing
Agreement in accordance with and pursuant to the terms of the Pooling and
Servicing Agreement as if Countrywide had not been terminated as
servicer. Notwithstanding anything to the contrary set forth herein,
to the extent that any provision of the Pooling and Servicing Agreement
expressly provides for the survival of certain rights or obligations following
termination of Countrywide as servicer, such provision shall be given
effect.
(C) Countrywide
shall promptly reimburse the Master Servicer (or any affected designee of the
Master Servicer) and the Depositor, as applicable, for all reasonable expenses
incurred by the Master Servicer (or such designee) or the Depositor as such
are
incurred, in connection with the termination of Countrywide as servicer and
the
transfer of servicing of the Mortgage Loans to a successor
servicer. The provisions of this paragraph shall not limit whatever
rights Countrywide, the Master Servicer or the Depositor may have under other
provisions of the Pooling and Servicing Agreement or otherwise, whether in
equity or at law, such as an action for damages, specific performance or
injunctive relief.
(iii) The
Master Servicer agrees to indemnify and hold harmless Countrywide, any
Subservicer, any Participating Entity, each Person who controls any of such
parties (within the meaning of Section 15 of the Securities Act and Section
20
of the Exchange Act), and the respective present and former directors, officers
and employees of each of the foregoing from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses that any of them may sustain
arising out of or based upon any untrue statement or alleged untrue statement
of
any material fact contained in any filing with the Commission or the omission
or
alleged omission to state in any filing with the Commission a material fact
required to be stated or necessary to be stated in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, in each case to the extent, but only to the extent, that such untrue
statement, alleged untrue statement, omission, or alleged omission relates
to
any filing with the Commission other than Countrywide Information.
(iv) If
the indemnification provided for herein is unavailable or insufficient to hold
harmless the indemnified party, then the indemnifying party agrees that it
shall
contribute to the amount paid or payable by such indemnified party as a result
of any claims, losses, damages or liabilities incurred by such indemnified
party
in such proportion as is appropriate to reflect the relative fault of such
indemnified party on the one hand and the indemnifying party on the
other.
(v) The
indemnifications provided for in Section 2(g) shall survive the termination
of
the Pooling and Servicing Agreement or the termination of any party to the
Pooling and Servicing Agreement.
3. The
Pooling and Servicing Agreement is hereby supplemented as follows:
(A) Subservicing
Agreements Between Countrywide and Subservicers.
Countrywide,
as servicer, may arrange for the subservicing of any Mortgage Loan by a
Subservicer pursuant to a subservicing agreement. Each Subservicer
shall be (i) authorized to transact business in the state or states where the
related Mortgaged Properties it is to service are situated, if and to the extent
required by applicable law to enable the Subservicer to perform its obligations
hereunder and under the subservicing agreement and (ii) a Xxxxxxx Mac or Xxxxxx
Mae approved mortgage servicer. Notwithstanding the provisions of any
subservicing agreement, any of the provisions of the Pooling and Servicing
Agreement relating to agreements or arrangements between Countrywide or a
Subservicer or reference to actions taken through Countrywide or otherwise,
Countrywide shall remain obligated and liable to the Master Servicer and its
successors and assigns for the servicing and administration of the Mortgage
Loans in accordance with the provisions of the Pooling and Servicing Agreement
without diminution of such obligation or liability by virtue of such
subservicing agreements or arrangements or by virtue of indemnification from
the
Subservicer and to the same extent and under the same terms and conditions
as if
Countrywide alone were servicing and administering the Mortgage
Loans. In the event Countrywide is terminated as servicer pursuant to
Section 7.01 of the Pooling and Servicing Agreement or Section 2(g)(ii)(A)
or
(B) of this Addendum, the Subservicer, if any, shall no longer have the right
to
service the related Mortgage Loans.
(B) No
Contractual Relationship Between Subservicer and the Master Servicer or the
Depositor
Any
subservicing agreement and any other transactions or services relating to the
Mortgage Loans involving a Subservicer shall be deemed to be between the
Subservicer and Countrywide alone and the Master Servicer and the Depositor
shall not be deemed a party thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to any Subservicer except as
set
forth in Section (A) above.
4. Notwithstanding
any other provision of this Addendum, Countrywide shall seek the consent of
the
Master Servicer and the Depositor for the utilization of all Subservicers and
Participating Entities, when required by and in accordance with the terms of
the
Pooling and Servicing Agreement.
5. The
Pooling and Servicing Agreement is hereby supplemented with the Exhibit attached
hereto as Exhibit A to the end thereto. References in this Addendum
to the “Pooling and Servicing Agreement” or words of similar import (including
indirect references to the Pooling and Servicing Agreement) shall be deemed
to
be references to the Pooling and Servicing Agreement as supplemented by this
Addendum. In the event of a conflict between this Addendum and any
other document or agreement, including without limitation the Pooling and
Servicing Agreement, this Addendum shall control.
EXHIBIT
A
SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The
assessment of compliance to be delivered by [Countrywide] [Name of Subservicer]
shall address, at a minimum, the applicable criteria identified below as
“Applicable Servicing Criteria”:
|
Servicing
Criteria
|
Applicable
Servicing Criteria
|
|
|
Reference
|
Criteria
|
|
|
|
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
|
|
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
|
|
1122(d)(1)(iii)
|
Any
requirements in the transaction agreements to maintain a back-up
servicer
for the mortgage loans are maintained.
|
|
|
1122(d)(1)(iv)
|
A
fidelity bond and errors and omissions policy is in effect on the
party
participating in the servicing function throughout the reporting
period in
the amount of coverage required by and otherwise in accordance with
the
terms of the transaction agreements.
|
X
|
|
|
Cash
Collection and Administration
|
|
|
1122(d)(2)(i)
|
Payments
on mortgage loans 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
|
|
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
|
|
1122(d)(2)(iii)
|
Advances
of funds or guarantees regarding collections, cash flows or distributions,
and any interest or other fees charged for such advances, are made,
reviewed and approved as specified in the transaction
agreements.
|
X
|
|
1122(d)(2)(iv)
|
The
related accounts for the transaction, such as cash reserve accounts
or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth
in the
transaction agreements.
|
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
|
|
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
|
|
|
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 mortgage loans serviced by the
Servicer.
|
X
|
|
1122(d)(3)(ii)
|
Amounts
due to investors are allocated and remitted in accordance with timeframes,
distribution priority and other terms set forth in the transaction
agreements.
|
X
|
|
1122(d)(3)(iii)
|
Disbursements
made to an investor are posted within two business days to the Servicer’s
investor records, or such other number of days specified in the
transaction agreements.
|
X
|
|
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
|
|
|
Pool
Asset Administration
|
|
|
1122(d)(4)(i)
|
Collateral
or security on mortgage loans is maintained as required by the transaction
agreements or related mortgage loan documents.
|
X
|
|
1122(d)(4)(ii)
|
Mortgage
loan and related documents are safeguarded as required by the transaction
agreements
|
X
|
|
1122(d)(4)(iii)
|
Any
additions, removals or substitutions to the asset pool are made,
reviewed
and approved in accordance with any conditions or requirements in
the
transaction agreements.
|
X
|
|
1122(d)(4)(iv)
|
Payments
on mortgage loans, including any payoffs, made in accordance with
the
related mortgage loan 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 mortgage loan documents.
|
X
|
|
1122(d)(4)(v)
|
The
Servicer’s records regarding the mortgage loans 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 mortgage loans
(e.g.,
loan modifications or re-agings) are made, reviewed and approved
by
authorized personnel in accordance with the transaction agreements
and
related pool asset documents.
|
X
|
|
1122(d)(4)(vii)
|
Loss
mitigation or recovery actions (e.g., forbearance plans, modifications
and
deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance
with the
timeframes or other requirements established by the transaction
agreements.
|
X
|
|
1122(d)(4)(viii)
|
Records
documenting collection efforts are maintained during the period a
mortgage
loan 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 mortgage loans 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 mortgage loans with variable
rates are computed based on the related mortgage loan
documents.
|
X
|
|
1122(d)(4)(x)
|
Regarding
any funds held in trust for an obligor (such as escrow accounts):
(A) such
funds are analyzed, in accordance with the obligor’s mortgage loan
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 mortgage loan
documents and state laws; and (C) such funds are returned to the
obligor
within 30 calendar days of full repayment of the related mortgage
loans,
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.
|
|
[NAME
OF COMPANY] [NAME OF SUBSERVICER]
|
|
|
Date:
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
EXHIBIT
B
FORM
OF
ANNUAL CERTIFICATION
|
Re:
|
The
[ ]
agreement dated as of [ ], 200[
] (the “Agreement”), among [IDENTIFY
PARTIES]
|
I,
________________________________, the _______________________ of Countrywide
Home Loans, Inc., certify to [the Master Servicer], [the Depositor], [Master
Servicer], [Securities Administrator] or [Trustee], and its officers, with
the
knowledge and intent that they will rely upon this certification,
that:
(1) I
have reviewed the servicer compliance statement of Countrywide provided in
accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
report on assessment of Countrywide’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 Countrywide during 200[ ] that were delivered
by Countrywide to the [Depositor] [Master Servicer] [Securities Administrator]
or [Trustee] pursuant to the Pooling and Servicing Agreement (collectively,
the
“Company Servicing Information”);
(2) Based
on my knowledge, Countrywide Servicing Information, taken as a whole, does
not
contain any untrue statement of a material fact or omit to state a material
fact
necessary to make the statements made, in the light of the circumstances under
which such statements were made, not misleading with respect to the period
of
time covered by Countrywide Servicing Information;
(3) Based
on my knowledge, all of Countrywide Servicing Information required to be
provided by Countrywide under the Pooling and Servicing Agreement has been
provided to the [Depositor] [Master Servicer] [Securities Administrator] or
[Trustee];
(4) I
am responsible for reviewing the activities performed by Countrywide as servicer
under the Pooling and Servicing Agreement, and based on my knowledge and the
compliance review conducted in preparing the Compliance Statement and except
as
disclosed in the Compliance Statement, the Servicing Assessment or the
Attestation Report, Countrywide has fulfilled its obligations under the Pooling
and Servicing Agreement; and
[Intentionally
Left Blank]
(5) The
Compliance Statement required to be delivered by Countrywide pursuant to the
Pooling and Servicing Agreement, and the Servicing Assessment and Attestation
Report required to be provided by Countrywide and by each Subservicer and
Participating Entity pursuant to the Pooling and Servicing Agreement, have
been
provided to the [Depositor] [Master Servicer]. Any material instances of
noncompliance described in such reports have been disclosed to the [Depositor]
[Master Servicer]. Any material instance of noncompliance with the
Servicing Criteria has been disclosed in such reports.
|
Date:
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
EXHIBIT
O
FORM
OF
INTEREST RATE SWAP AGREEMENT
|
|
 ] |
|
Date:
|
June
29,
2007
|
|
|
|
|
To:
|
Xxxxx
Fargo Bank, N.A., not
individually, but solely as Supplemental Interest Trust Trustee on
behalf
of the Supplemental Interest Trust with respect to the Citigroup
Mortgage
Loan Trust 2007-AMC4, Asset-Backed Pass-Through Certificates, Series
2007-AMC4
|
|
|
|
|
Attn:
|
Client
Manager – CMLTI
2007-AMC4
|
|
|
|
|
Phone:
|
(000)
000-0000
|
|
Fax:
|
(000)
000-0000
|
|
|
|
|
From:
|
Citibank
N.A., New York
|
|
Confirmations
Unit
|
|
|
000
Xxxx 00xx Xxxxxx, 0xx
Xxxxx
|
|
|
Xxx
Xxxx, XX 00000,
XXX
|
|
|
|
|
|
Phone:
|
0-000-000-0000
|
|
Fax:
|
0-000-000-0000
|
|
Email:
|
xxxxxxxxxxxxxxxxx@xxxxxxxxx.xxx
|
|
|
|
|
Our
ref:
|
M072762
|
|
Your
ref:
|
|
“
SWAP
CONFIRMATION”
The
purpose of this letter agreement
(this 'Confirmation') is to set forth the terms and conditions of the
Transaction entered into between Xxxxx Fargo Bank, N.A., not individually,
but
solely as Supplemental Interest Trust Trustee on behalf of the Supplemental
Interest Trust with respect to the Citigroup Mortgage Loan Trust 2007-AMC4,
Asset-Backed Pass-Through Certificates, Series 2007-AMC4('Counterparty') and
Citibank N.A., New York ('Citibank') on the Trade Date specified below (the
'Transaction').
1.
The definitions and provisions
contained in the 2000 ISDA Definitions (the 'Definitions') (as published by
the
International Swaps and Derivatives Association, Inc.) are incorporated into
this Confirmation. References herein to a 'Transaction' shall be deemed to
be
references to a 'Swap Transaction' for the purposes of the
Definitions.
This
Confirmation supplements, forms a
part of, and is subject to, the ISDA Master Agreement dated as of June 29,
2007,
as amended and supplemented from time
to time (the 'Master Agreement'), between Counterparty and Citibank. All
provisions contained in the Master Agreement govern this Confirmation except
as
expressly modified below. In the event of any inconsistency between this
Confirmation and the Definitions or the Master Agreement, this Confirmation
will
govern.
U.S.
Federal law requires Citibank to
obtain, verify and record customer identification
information.
2.
The terms of the particular
Transaction to which this Confirmation relates are as
follows:
|
Trade
Date:
|
June
6,
2007
|
|
|
|
|
Effective
Date:
|
June
25,
2008
|
|
|
|
|
Termination
Date:
|
July
25, 2012, subject to
adjustment in accordance with the Following Business Day Convention;
provided, however, that for the purpose of determining the final
Fixed
Rate Payer Period End Date, Termination Date shall be subject to
No
Adjustment
|
|
|
|
|
Notional
Amount:
|
With
respect to each Calculation
Period, the amount set forth in Exhibit
I
attached
hereto opposite such
Calculation Period under the heading 'Notional
Amount'
|
Fixed
Amounts
|
Fixed
Rate
Payer:
|
Counterparty
|
|
|
|
|
Fixed
Rate
Payer
Period
End
Dates:
|
The
25th calendar day of each
month commencing July 25, 2008 through and including the Termination
Date,
with No Adjustment
|
|
|
|
|
Fixed
Rate
Payer
Payment
Dates:
|
Early
Payment shall apply – Two
Business Days prior to the 25th
calendar day of each month during
the Term of this Transaction
|
|
|
|
|
Fixed
Amount:
|
To
be determined in accordance with the following formula:
|
|
Scale
Factor * Fixed Rate * Notional Amount * Fixed Rate Day Count
Fraction
|
|
|
Fixed
Rate:
|
5.3270000
percent
|
|
|
|
|
Fixed
Rate
Day
Count
Fraction:
|
30/360
|
|
|
Floating
Amounts
|
Floating
Rate
Payer:
|
Citibank
|
|
|
|
|
Floating
Rate
Payer
Period
End
Dates:
|
The
25th calendar day of each
month commencing July 25, 2008 through and including the Termination
Date,
subject to adjustment in accordance with the Business Day
Convention
|
|
|
|
|
Floating
Rate
Payer
Payment
Dates:
|
Early
Payment shall apply – Two
Business Days prior to the 25th
calendar day of each month during
the Term of this Transaction
|
|
|
|
|
Floating
Amount:
|
To
be determined in accordance with the following formula:
|
|
Scale
Factor * Floating Rate Option * Notional Amount * Floating Rate Day
Count
Fraction
|
|
|
Floating
Rate
Option:
|
USD-LIBOR-BBA
|
|
|
|
|
Designated
Maturity:
|
One
month
|
|
|
|
|
Spread:
|
None
|
|
|
|
|
Floating
Rate
Day
Count
Fraction:
|
Actual/360
|
|
|
|
|
Reset
Dates:
|
The
first day of each Floating
Rate Payer Calculation Period
|
|
|
|
|
Compounding:
|
Inapplicable
|
|
|
|
|
Scale
Factor:
|
250
|
|
Business
Days:
|
New
York, London
|
|
|
|
|
Business
Day
Convention:
|
Following
|
|
|
|
Calculation
Agent:
|
As
per Master
Agreement.
|
|
|
3.
Representations:
Each
party represents to the other party
that:
(a)
Non-Reliance. It is acting for its
own account, and it has made its own independent decisions to enter into
this
Transaction and as to whether this Transaction is appropriate or proper for
it
based upon its own judgment and upon advice from such advisors as it has
deemed
necessary. 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. It has not received
from the other party any assurance or guarantee as to the expected results
of
this Transaction.
(b)
Evaluation and Understanding. It is
capable of evaluating and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the terms,
conditions and risks of this Transaction. It is also capable of assuming,
and
assumes, the financial and other risks of this Transaction.
(c)
Status of Parties. The other party
is not acting as a fiduciary or an advisor for it in respect of this
Transaction. The parties further acknowledge that Xxxxx Fargo Bank, N.A.
acts
solely in its capacity as Supplemental Interest Trust Trustee and not in
its
individual capacity.
(d)
Risk Management. It has entered into
this Transaction for the purpose of (i) managing its borrowings or investments,
(ii) hedging its underlying assets or liabilities or (iii) in connection
with
its line of business.
4.
Account
Details
|
Payments
to
Citibank
in
USD:
|
Bank:
Citibank NA New York
BIC:
XXXXXX00 (or ABA:
000000000)
F/O:
Citibank New York
A/C:
00000000
Ref:
NY Swap
Operations
|
|
|
|
|
Payments
to
Counterparty:
|
Xxxxx
Fargo Bank,
N.A.
ABA
#:
000-000-000
For
credit to: SAS
Clearing
Acct
#:
0000000000
FFC:
53164501
|
|
If
you have any questions
regarding this letter agreement, please contact the Swap Operations
Department at the telephone numbers or the facsimile numbers indicated
on
this Confirmation.
|
|
|
Please
confirm that the foregoing
correctly sets forth the terms of our agreement by executing the
copy of
this Confirmation enclosed for that purpose and returning it to
us.
|
|
|
|
|
Very
truly
yours,
|
|
|
Citibank
N.A., New York
|
|
|
By:______________________
|
|
|
|
|
|
|
|
Accepted
and confirmed
as
|
|
|
of
the Trade
Date:
|
|
|
|
|
|
Xxxxx
Fargo Bank, N.A., not
individually, but solely as Supplemental Interest Trust Trustee on
behalf
of the Supplemental Interest Trust with respect to the Citigroup
Mortgage
Loan Trust 2007-AMC4, Asset-Backed Pass-Through Certificates, Series
2007-AMC4
|
|
|
|
|
|
|
|
|
By:
________________________________________
|
|
|
Authorized
Signatory
|
|
EXHIBIT
I-AMORTIZATION
SCHEDULE
Our
Reference:
M072762
|
||
|
|
|
|
|
Calculation
Period* From
and including |
To
but excluding
|
USD Notional
Amount |
|
Effective
Date
|
25
Jul 2008
|
2,963,482.78
|
|
25
Jul 2008
|
26
Aug 2008
|
2,848,631.49
|
|
26
Aug 2008
|
25
Sep 2008
|
2,737,686.02
|
|
25
Sep 2008
|
27
Oct 2008
|
2,630,204.57
|
|
27
Oct 2008
|
25
Nov 2008
|
2,526,122.19
|
|
25
Nov 2008
|
29
Dec 2008
|
2,423,223.32
|
|
29
Dec 2008
|
26
Jan 2009
|
2,314,614.95
|
|
26
Jan 2009
|
25
Feb 2009
|
2,184,617.06
|
|
25
Feb 2009
|
25
Mar 2009
|
2,032,096.43
|
|
25
Mar 2009
|
27
Apr 2009
|
1,884,043.94
|
|
27
Apr 2009
|
26
May 2009
|
1,749,171.88
|
|
26
May 2009
|
25
Jun 2009
|
1,629,813.47
|
|
25
Jun 2009
|
27
Jul 2009
|
1,532,966.18
|
|
27
Jul 2009
|
25
Aug 2009
|
1,458,246.86
|
|
25
Aug 2009
|
25
Sep 2009
|
1,390,769.97
|
|
25
Sep 2009
|
26
Oct 2009
|
1,325,750.86
|
|
26
Oct 2009
|
25
Nov 2009
|
|
