CITIGROUP MORTGAGE LOAN TRUST INC.
Depositor
OPTEUM
FINANCIAL SERVICES, LLC
Servicer
XXXXX
FARGO BANK, N.A.
Master
Servicer and Trust Administrator
and
U.S.
BANK
NATIONAL ASSOCIATION
Trustee
_________________________________________
Dated
as
of February 1, 2007
_________________________________________
Asset-Backed
Pass-Through Certificates
Series
2007-OPX1
TABLE
OF CONTENTS
ARTICLE
I
DEFINITIONS
|
|
SECTION
1.01
|
Defined
Terms.
|
SECTION
1.02
|
Allocation
of Certain Interest Shortfalls.
|
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
SECTION
2.02
|
Acceptance
of the Trust Fund by the Trustee.
|
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by the 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 Basis Risk Cap Agreements.
|
SECTION
2.08
|
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs by
the
Trustee.
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
SECTION
3.01
|
Servicer
to Act as Servicer.
|
SECTION
3.02
|
Sub-Servicing
Agreements Between the Servicer and Sub-Servicers.
|
SECTION
3.03
|
Successor
Sub-Servicers.
|
SECTION
3.04
|
Liability
of the Servicer.
|
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicers and Trustee, Trust
Administrator or Certificateholders.
|
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by 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
|
Collateral
Account.
|
SECTION
4.09
|
Rights
and Obligations Under the Basis Risk Cap Agreements.
|
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 SERVICER
|
|
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
|
[Reserved].
|
SECTION
11.11
|
Intention
of the Parties and Interpretation.
|
|
|
Exhibits
|
|
Exhibit
A-1A
|
Form
of Class A-1A Certificate
|
Exhibit
A-1B
|
Form
of Class A-1B Certificate
|
Exhibit
A-2
|
Form
of Class A-2 Certificate
|
Exhibit
A-3A
|
Form
of Class A-3A Certificate
|
Exhibit
A-3B
|
Form
of Class A-3B Certificate
|
Exhibit
A-4A
|
Form
of Class A-4A Certificate
|
Exhibit
A-4B
|
Form
of Class A-4B Certificate
|
Exhibit
A-5A
|
Form
of Class A-5A Certificate
|
Exhibit
A-5B
|
Form
of Class A-5B 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 CE Certificate
|
Exhibit
A-11
|
Form
of Class P Certificate
|
Exhibit
A-12
|
Form
of Class R Certificate
|
Exhibit
A-13
|
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 by the Servicer to the Master
Servicer
|
Exhibit
I
|
Form
of Basis Risk Cap Agreements
|
Exhibit
J
|
[Reserved]
|
Exhibit
K
|
Additional
Disclosure Notification
|
Exhibit
L
|
Annual
Statement of Compliance
|
Exhibit
M-1
|
Form
of Delinquency Report
|
Exhibit
M-2
|
Monthly
Remittance Advice
|
Exhibit
M-3
|
Form
of Realized Loss Report
|
Schedule
1
|
Mortgage
Loan Schedule
|
Schedule
2
|
Prepayment
Charge Schedule
|
This
Pooling and Servicing Agreement, is dated and effective as of February 1, 2007,
among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, OPTEUM FINANCIAL
SERVICES, LLC, 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 and the Basis Risk Cap Agreements) subject to this Agreement
as
a REMIC for federal income tax purposes, and such pool of assets will be
designated as “REMIC I.” The Class R-I Interest will be the sole class of
“residual interests” in REMIC I for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation, the REMIC
I
Remittance Rate, the initial Uncertificated Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for each of the REMIC I Regular Interests (as defined herein).
None of the REMIC I Regular Interests will be certificated.
Designation
|
REMIC
I
Remittance
Rate
|
Initial
Uncertificated
Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
I-LTAA
|
(2)
|
$
|
591,274,334.93
|
January
25, 2037
|
|||
I-LTA1A
|
(2)
|
$
|
1,874,390.00
|
January
25, 2037
|
|||
I-LTA2B
|
(2)
|
$
|
468,590.00
|
January
25, 2037
|
|||
I-LTA2
|
(2)
|
$
|
1,506,320.00
|
January
25, 2037
|
|||
I-LTA3A
|
(2)
|
$
|
354,070.00
|
January
25, 2037
|
|||
I-LTA3B
|
(2)
|
$
|
39,340.00
|
January
25, 2037
|
|||
I-LTA4A
|
(2)
|
$
|
634,940.00
|
January
25, 2037
|
|||
I-LTA4B
|
(2)
|
$
|
158,730.00
|
January
25, 2037
|
|||
I-LTA5A
|
(2)
|
$
|
503,640.00
|
January
25, 2037
|
|||
I-LTA5B
|
(2)
|
$
|
55,960.00
|
January
25, 2037
|
|||
I-LTM1
|
(2)
|
$
|
165,920.00
|
January
25, 2037
|
|||
I-LTM2
|
(2)
|
$
|
111,610.00
|
January
25, 2037
|
|||
I-LTM3
|
(2)
|
$
|
51,290.00
|
January
25, 2037
|
|||
I-LTM4
|
(2)
|
$
|
30,170.00
|
January
25, 2037
|
|||
I-LTZZ
|
(2)
|
$
|
6,111,853.16
|
January
25, 0000
|
|||
X-XXX
|
(2)
|
$
|
100.00
|
January
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.
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 Pass-Through Rate,
the initial aggregate Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible
maturity date” for the indicated Classes of Certificates and the Class CE
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-1A
|
Variable(2)
|
$
|
187,439,000.00
|
January
25, 2037
|
||||
Class
A-1B
|
Variable(2)
|
$
|
46,859,000.00
|
January
25, 2037
|
||||
Class
A-2
|
Variable(2)
|
$
|
150,632,000.00
|
January
25, 2037
|
||||
Class
A-3A
|
5.972
per annum(3)%
|
|
$
|
35,407,000.00
|
January
25, 2037
|
|||
Class
A-3B
|
6.071
per annum(3)%
|
|
$
|
3,934,000.00
|
January
25, 2037
|
|||
Class
A-4A
|
6.185
per annum(3)%
|
|
$
|
63,494,000.00
|
January
25, 2037
|
|||
Class
A-4B
|
6.333
per annum(3)%
|
|
$
|
15,873,000.00
|
January
25, 2037
|
|||
Class
A-5A
|
5.764
per annum(3)%
|
|
$
|
50,364,000.00
|
January
25, 2037
|
|||
Class
A-5B
|
5.863
per annum(3)%
|
|
$
|
5,596,000.00
|
January
25, 2037
|
|||
Class
M-1
|
6.025
per annum(3)%
|
|
$
|
16,592,000.00
|
January
25, 2037
|
|||
Class
M-2
|
6.421
per annum(3)%
|
|
$
|
11,161,000.00
|
January
25, 2037
|
|||
Class
M-3
|
6.500
per annum(3)%
|
|
$
|
5,129,000.00
|
January
25, 2037
|
|||
Class
M-4
|
6.500
per annum(3)%
|
|
$
|
3,017,000.00
|
January
25, 2037
|
|||
Class
CE Interest
|
Variable(4)
|
$
|
7,844,158.09
|
January
25, 2037
|
||||
Class
P Interest
|
N/A(5)
|
$
|
100.00
|
January
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) Subject
to increase and the Net WAC Pass-Through Rate.
(4) The
Class
CE Interest will accrue interest at their variable Pass-Through Rate on the
Notional Amount of the Class CE Interest outstanding from time to time which
shall equal the aggregate Uncertificated Balance of the REMIC I Regular
Interests (other than REMIC I Regular Interest I-LTP). The Class CE Interest
will not accrue interest on their Certificate Principal Balance.
(5) The
Class
P Interest will not accrue interest.
REMIC
III
As
provided herein, the Trustee will elect to treat the segregated pool of assets
consisting of the Class CE Interest as a REMIC for federal income tax purposes,
and such pool of assets will be designated as “REMIC III.” The Class R-III
Interest will evidence the sole class of “residual interests” in REMIC III for
purposes of the REMIC Provisions under federal income tax law. The following
table irrevocably sets forth the designation, the Pass-Through Rate, the initial
aggregate Certificate Principal Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
the indicated Class of Certificates.
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
Class
CE Certificates
|
Variable(2)
|
$
7,844,158.09
|
January
25, 2037
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) The
Class
CE Certificates will receive 100% of amounts received in respect of the Class
CE
Interest.
REMIC
IV
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 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 Classes of Certificates.
Designation
|
Pass-Through
Rate
|
Initial
Aggregate Certificate Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
Class
P Certificates
|
Variable(2)
|
$100.00
|
January
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.
As
of the
Cut-off Date, the Mortgage Loans had an aggregate Stated Principal Balance
equal
to $603,341,258.09.
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).
“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).
“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).
“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 any 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.
“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, after deduction of the Servicing Fee, the Credit Risk
Manager Fee and the Master Servicing Fee for such Distribution Date, (b)
Liquidation Proceeds, Insurance Proceeds, Principal Prepayments, proceeds from
repurchases of and substitutions for Mortgage Loans, Subsequent Recoveries
and
other unscheduled payments of principal and interest in respect of the Mortgage
Loans or REO Properties received by the Servicer during the related Prepayment
Period (exclusive of any Prepayment Interest Excess), (c) the aggregate of
any
amounts on deposit in the Distribution Account representing Compensating
Interest Payments paid by the Servicer 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, (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).
“Balloon
Mortgage Loan”: A Mortgage Loan that provides for the payment of the unamortized
Stated Principal Balance of such Mortgage Loan in a single payment at the
maturity of such fixed-rate Mortgage Loan that is substantially greater than
the
preceding monthly payment.
“Balloon
Payment”: A payment of the unamortized Stated Principal Balance of a Mortgage
Loan in a single payment at the maturity of such Mortgage Loan that is
substantially greater than the preceding Monthly Payment.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Bankruptcy
Loss”: With respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
“Base
Rate”: With respect to the Floating Rate Certificates and any Distribution Date,
the sum of One-Month LIBOR plus the related Certificate Margin set forth
below:
Certificate
Margin
|
||
Class
|
(1)
|
(2)
|
A-1A
|
0.070%
|
0.140%
|
A-1B
|
0.160%
|
0.320%
|
A-2
|
0.200%
|
0.400%
|
__________
(1) For
the
Interest Accrual Period for each Distribution Date on
or
prior to the Optional Termination Date.
(2) For
each
Interest Accrual Period thereafter.
With
respect to the Fixed Rate
Certificates and any Distribution Date, the rate per annum set forth
below:
Fixed
Rate
|
||
Class
|
(1)
|
(2)
|
A-3A
|
5.972%
per annum
|
7.472%
per annum
|
A-3B
|
6.071%
per annum
|
7.571%
per annum
|
A-4A
|
6.185%
per annum
|
7.685%
per annum
|
A-4B
|
6.333%
per annum
|
7.833%
per annum
|
A-5A
|
5.764%
per annum
|
7.264%
per annum
|
A-5B
|
5.863%
per annum
|
7.363%
per annum
|
M-1
|
6.025%
per annum
|
6.525%
per annum
|
M-2
|
6.421%
per annum
|
6.921%
per annum
|
M-3
|
6.500%
per annum
|
7.000%
per annum
|
M-4
|
6.500%
per annum
|
7.000%
per annum
|
__________
(1) For
the
Interest Accrual Period for each Distribution Date on or prior to the Optional
Termination Date.
(2) For
each
Interest Accrual Period thereafter.
“Basis
Risk Cap Agreements”: The Class A-1 Basis Risk Cap Agreement and Class A-2 Basis
Risk Cap Agreement.
“Basis
Risk Cap Credit Support Annex”: The credit support annex, dated as of February
28, 2007, between the Trust Administrator on behalf of the Trust and the Basis
Risk Cap Provider, which is annexed to and forms part of the Basis Risk Cap
Agreements.
“Basis
Risk Cap Provider”: The cap provider under the Basis Risk Cap Agreements.
Initially, the Basis Risk Cap Provider shall be Citibank, N.A.
“Book-Entry
Certificate”: Any Certificate registered in the name of the Depository or its
nominee. Initially, the Book-Entry Certificates will be the Class A Certificates
and the Mezzanine Certificates.
“Book-Entry
Custodian”: The custodian appointed pursuant to Section 5.01.
“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of New York, the State of Texas,
the
State of Missouri, the State of Iowa, the State of Maryland, the State of
California, the State of Arizona, or in the city in which the Corporate Trust
Office of the Trustee or the Corporate Trust Office of the Trust Administrator
is located, are authorized or obligated by law or executive order to be
closed.
“Cash-out
Refinancing”: A Refinanced Mortgage Loan the proceeds of which were in excess of
the principal balance of any existing first mortgage on the related Mortgaged
Property and related closing costs, and were used to pay any such existing
first
mortgage, related closing costs and subordinate mortgages on the related
Mortgaged Property.
“Certificate”:
Any one of the Citigroup Mortgage Loan Trust 2007-OPX1, Asset-Backed
Pass-Through Certificates, Series 2007-OPX1, issued under this
Agreement.
“Certificate
Factor”: With respect to any Class of Certificates as of any Distribution Date,
a fraction, expressed as a decimal carried to six places, the numerator of
which
is the aggregate Certificate Principal Balance (or the Notional Amount, in
the
case of the Class CE Certificates) of such Class of Certificates on such
Distribution Date (after giving effect to any distributions of principal and
allocations of Realized Losses and Extraordinary Trust Fund Expenses in
reduction of the Certificate Principal Balance (or the Notional Amount, in
the
case of the Class CE Certificates) of such Class of Certificates to be made
on
such Distribution Date), and the denominator of which is the initial aggregate
Certificate Principal Balance (or the Notional Amount, in the case of the Class
CE Certificates) of such Class of Certificates as of the Closing
Date.
“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the
Certificate Register, except that a Disqualified Organization or a Non-United
States Person shall not be a Holder of a Residual Certificate for any purposes
hereof and, solely for the purposes of giving any consent pursuant to this
Agreement, any Certificate registered in the name of the Depositor, the Servicer
or the Master Servicer 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
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 Fixed Rate Certificate, 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 Certificates as of any date of
determination, an amount equal to the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Uncertificated
Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate
Principal Balance of the Fixed Rate Certificates, 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 Basis Risk Cap Agreement”: The
interest rate cap agreement, dated as of February 28, 2007, between the Trust
Administrator on behalf of the Trust and the Basis Risk Cap Provider, including
any schedule, confirmations, credit support annex or other credit support
document relating thereto, and attached hereto as Exhibit I.
“Class
A-1 Certificates”: Collectively, the Class A-1A Certificates and the Class A-1B
Certificates.
“Class
A-1A Certificates”: Any one of the Class A-1A Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-1A and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.
“Class
A-1B Certificates”: Any one of the Class A-1B Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-1B and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.
“Class
A-2 Basis Risk Cap Agreement”: The interest rate cap agreement, dated as of
February 28, 2007, between the Trust Administrator on behalf of the Trust and
the Basis Risk Cap Provider, including any schedule, confirmations, credit
support annex or other credit support document relating thereto, and attached
hereto as Exhibit I.
“Class
A-2 Certificates”: Any one of the Class A-2 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-2 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
A-3 Certificates”: Collectively, the Class A-3A Certificates and the Class A-3B
Certificates.
“Class
A-3A Certificates”: Any one of the Class A-3A Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-3A and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.
“Class
A-3B Certificates”: Any one of the Class A-3B Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-3B and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.
“Class
A-4 Certificates”: Collectively, the Class A-4A Certificates and the Class A-4B
Certificates.
“Class
A-4A Certificates”: Any one of the Class A-4A Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-4A and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.
“Class
A-4B Certificates”: Any one of the Class A-4B Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-4B and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.
“Class
A-5 Certificates”: Collectively, the Class A-5A Certificates and the Class A-5B
Certificates.
“Class
A-5A Certificates”: Any one of the Class A-5A Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-5A and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.
“Class
A-5B Certificates”: Any one of the Class A-5B Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-5B and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.
“Class
A
Certificates”: Collectively, the Class A-1 Certificates, the Class A-2
Certificates, the Class A-3 Certificates, the Class A-4 Certificates and the
Class A-5 Certificates.
“Class
CE
Certificate”: Any one of the Class CE Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-10 and evidencing a Regular Interest in REMIC III for purposes
of
the REMIC Provisions.
“Class
CE
Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
behalf of the Holders of the Class CE Certificates, evidencing a Regular
Interest in REMIC II for purposes of the REMIC Provisions.
“Class
M-1 Certificate”: Any one of the Class M-1 Certificates executed, authenticated
and delivered by the Trust Administrator,
substantially in the form annexed hereto as Exhibit A-6 and evidencing a Regular
Interest in REMIC II for purposes of the REMIC Provisions.
“Class
M-1 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date) and (ii) the Certificate Principal Balance of the Class
M-1 Certificates immediately prior to such Distribution Date over (y) the lesser
of (A) the product of (i) 91.00% 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 0.35% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-2 Certificate”: Any one of the Class M-2 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-7 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
M-2 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date) and (iii) the Certificate Principal Balance of the Class
M-2
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 94.70% 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 0.35% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-3 Certificate”: Any one of the Class M-3 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-8 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
M-3 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date) and (iv) the Certificate Principal Balance of the Class
M-3
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 96.40% 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 0.35% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Class
M-4 Certificate”: Any one of the Class M-4 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-9 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
M-4 Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
the
Class A Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class
M-1
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-1 Principal Distribution Amount on
such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on
such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on
such
Distribution Date) and (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 97.40% 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 0.35% 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-11 and evidencing a Regular Interest in REMIC IV 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 II for purposes of the REMIC Provisions.
“Class
R
Certificate”: Any one of the Class R Certificates executed, authenticated and
delivered by the Trust Administrator, substantially in the form annexed hereto
as Exhibit A-12 and evidencing the ownership of the Class R-I Interest and
the
Class R-II Interest.
“Class
R-X Certificate”: Any one of the Class R-X Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-13 and evidencing the ownership of the Class R-III Interest
and the Class R-IV 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.
“Closing
Date”: February 28, 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 “Cenlar FSB as subservicer for Opteum Financial Services, LLC, as
Servicer for U.S. Bank National Association, as Trustee, in trust for the
registered holders of Citigroup Mortgage Loan Trust 2007-OPX1, Asset-Backed
Pass-Through Certificates, Series 2007-OPX1, 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 to be paid to or retained by the Servicer for such
Distribution Date.
“Corresponding
Certificate”: With respect to each REMIC I Regular Interest, the Class of
Regular Certificates listed below:
REMIC
I Regular Interest
|
Class
|
I-LTA1A
|
Class
A-1A
|
I-LTA1B
|
Class
X-0X
|
X-XXX0
|
Xxxxx
X-0
|
X-XXX0X
|
Class
A-3A
|
I-LTA3B
|
Class
X-0X
|
X-XXX0X
|
Xxxxx
X-0X
|
X-XXX0X
|
Xxxxx
X-0X
|
X-XXX0X
|
Class
A-5A
|
I-LTA5B
|
Class
X-0X
|
X-XXX0
|
Xxxxx
X-0
|
X-XXX0
|
Class
M-2
|
I-LTM3
|
Class
M-3
|
I-LTM4
|
Class
M-4
|
I-LTP
|
Class
P
|
“Corporate
Trust Office”: The principal corporate trust office of the Trustee or the Trust
Administrator at which at any particular time its corporate trust business
in
connection with this Agreement shall be administered, which office, with respect
to the Trust Administrator, (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-OPX1 and (B) for all
other purposes, Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000 Attention: Corporate Trust Services---CMLTI 2007-OPX1, 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-OPX1, 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 the Sub-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”: 0.0115% 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, February 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, F-1 by Fitch and A-1 by S&P) by the
Rating Agencies (or a comparable rating if S&P, Xxxxx’x and Fitch 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.
“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-OPX1, Asset-Backed Pass-Through Certificates, Series 2007-OPX1.” 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 March
2007.
“DOL”:
The United States Department of Labor or any successor in interest.
“DOL
Regulations”: The regulations promulgated by the DOL at 29
C.F.R.ss.2510.3-101.
“Due
Date”: With respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is the day of the month
on
which the Monthly Payment is due on a Mortgage Loan, exclusive of any days
of
grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the calendar month preceding the calendar month in which such
Distribution Date occurs and ending on the related Due Date.
“Eligible
Account”: Any of (i) an account or accounts maintained with a Depository
Institution, (ii) an account or accounts the deposits in which are fully insured
by the FDIC, (iii) a trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or
trust
company acting in its fiduciary capacity or (iv) an account otherwise acceptable
to each Rating Agency without reduction or withdrawal of their then current
ratings of the Certificates as evidenced by a letter from each Rating Agency
to
the Trustee and Trust Administrator. Eligible Accounts may bear
interest.
“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended.
“Estate
in Real Property”: A fee simple estate in a parcel of land.
“Excess
Overcollateralized Amount”: With respect to the Class A Certificates and the
Mezzanine Certificates and any Distribution Date, the excess, if any, of (i)
the
Overcollateralized Amount for such Distribution Date (calculated for this
purpose only after assuming that 100% of the Principal Remittance Amount on
such
Distribution Date has been distributed) over (ii) the Overcollateralization
Target Amount for such Distribution Date.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended.
“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 Master Servicing Fee Rate (ii) the Servicing 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, formally known as the Federal National Mortgage Association,
or any successor thereto.
“FDIC”:
Federal Deposit Insurance Corporation or any successor thereto.
“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the Sponsor,
the Depositor or the Servicer pursuant to or as contemplated by Section 2.03
or
Section 9.01), a determination made by the Servicer that all Liquidation
Proceeds have been recovered. The Servicer shall maintain records of each Final
Recovery Determination made thereby.
“Fitch”:
Fitch Ratings, or its successor in interest.
“Fixed
Rate Certificates”: The Class A-3 Certificates, the Class A-4 Certificates, the
Class A-5 Certificates and the Mezzanine Certificates.
“Floating
Rate Certificates”: The Class A-1 Certificates and the Class A-2
Certificates.
“Form
8-K
Disclosure Information”: The meaning set forth in Section
4.07(a)(iii).
“Xxxxxxx
Mac”: Xxxxxxx Mac, formally known as the Federal Home Loan Mortgage Corporation,
or any successor thereto.
“Highest
Priority”: As of any date of determination, the Class of Mezzanine Certificates
then outstanding with a Certificate Principal Balance greater than zero, with
the highest priority for payments pursuant to Section 4.01, in the following
order: Class M-1, Class M-2, Class M-3, Class M-4.
“Indenture”:
An indenture relating to the issuance of notes secured by the Class CE
Certificates, the Class P Certificates and/or the Residual Certificates (or
any
portion thereof).
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor, the Servicer, the Master Servicer and their
respective Affiliates, (b) does not have any direct financial interest in or
any
material indirect financial interest in the Depositor, the Servicer, the Master
Servicer or any Affiliate thereof, and (c) is not connected with the Depositor,
the Servicer, the Master Servicer or any Affiliate thereof as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions; provided, however, that a Person shall not fail to be
Independent of the Depositor, the Servicer, the Master Servicer or any Affiliate
thereof merely because such Person is the beneficial owner of 1% or less of
any
class of securities issued by the Depositor or the 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.
“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 preceding such Distribution Date. With respect to any
Distribution Date and the Fixed Rate Certificates, the Class CE Certificates
and
the REMIC Regular Interests, the one-month period ending on the last day of
the
calendar month preceding the month in which such Distribution Date
occurs.
“Interest
Carry Forward Amount”: With respect to any Distribution Date and the Class A
Certificates or the Mezzanine Certificates, the sum of (i) the amount, if any,
by which (a) the Interest Distribution Amount for such Class of Certificates
as
of the immediately preceding Distribution Date exceeded (b) the actual amount
distributed on such Class of Certificates in respect of interest on such
immediately preceding Distribution Date, (ii) the amount of any Interest Carry
Forward Amount for such Class of Certificates remaining unpaid from the previous
Distribution Date and (iii) accrued interest on the sum of (i) and (ii) above
calculated at the related Pass-Through Rate for the most recently ended Interest
Accrual Period.
“Interest
Determination Date”: With respect to the Floating Rate Certificates and for
purposes of the definition of Marker Rate and Maximum I-LTZZ Uncertificated
Interest Deferral Amount, REMIC I Regular Interest I-LTA1, REMIC I Regular
Interest I-LTA2 and REMIC I Regular Interest I-LTA3, 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, Fixed Rate
Certificate, the Class CE Certificates and each Distribution Date, interest
accrued during the related Interest Accrual Period at the Pass-Through Rate
for
such Certificate for such Distribution Date on the Certificate Principal
Balance, in the case of the Floating Rate Certificates and the Fixed Rate
Certificates, or on the Notional Amount, in the case of the Class CE
Certificates, of such Certificate immediately prior to such Distribution Date.
The Class P Certificates are not entitled to distributions in respect of
interest and, accordingly, shall not accrue interest. All distributions of
interest on the Floating Rate Certificates shall be calculated on the basis
of a
360-day year and the actual number of days in the applicable Interest Accrual
Period. All distributions of interest on the Fixed Rate Certificates and the
Class CE Certificates shall be based on a 360-day year consisting of twelve
30-day months. The Interest Distribution Amount with respect to each
Distribution Date, as to any Floating Rate Certificate, Fixed Rate Certificate
or the Class CE Certificates, shall be reduced by an amount equal to the portion
allocable to such Certificate pursuant to Section 1.02 hereof of the sum of
(a)
the aggregate Prepayment Interest Shortfall, if any, for such Distribution
Date
to the extent not covered by payments pursuant to Section 3.24 and (b) the
aggregate amount of any Relief Act Interest Shortfall, if any, for such
Distribution Date.
“Interest
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 Mortgage Loans and Compensating Interest Payments
on
the Mortgage Loans (net of Master Servicing Fees, Servicing Fees and Credit
Risk
Manager Fees).
“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.
“Lockout
Certificate Percentage”: With respect to each Distribution Date and the Class
A-5 Certificates, an amount calculated for each Distribution Date to be the
percentage equal to the aggregate Certificate Principal Balance of the Class
A-5
Certificates immediately prior to such Distribution Date divided by the
aggregate Certificate Principal Balance of the Class A Certificates immediately
prior to such Distribution Date.
“Lockout
Distribution Percentage”: With respect to the Class A-5 Certificates and any
Distribution Date, the indicated percentage of the Lockout Certificate
Percentage for such Distribution Date:
Period
|
Lockout
Distribution Percentage
|
1
to 36
|
0%
|
37
to 60
|
45%
|
61
to 72
|
80%
|
73
to 84
|
100%
|
85
and thereafter
|
300%
|
“London
Business Day”: Any day on which banks in the City of London and New York are
open and conducting transactions in United States dollars.
“Marker
Rate”: With respect to the Class CE Interest and any Distribution Date, a per
annum rate equal to two (2) times the weighted average of the REMIC I Remittance
Rate for REMIC
I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA2, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest
I-LTA3B, REMIC I Regular Interest I-LTA4A, REMIC I Regular Interest I-LTA4B,
REMIC I Regular Interest I-LTA5A, REMIC I Regular Interest I-LTA5B, REMIC I
Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3 REMIC I Regular Interest I-LTM4, and
REMIC
I Regular Interest I-LTZZ, with the rate on each such REMIC I Regular Interest
(other than REMIC I Regular Interest I-LTZZ) subject to a cap equal to the
lesser of (i) the
Pass-Through Rate for the related Corresponding Certificate (without regard
to
the Net WAC Pass-Through Rate) and (ii) the Net WAC Pass-Through Rate for the
related Corresponding Certificate for the purpose of this calculation for such
Distribution Date and with the rate on REMIC I Regular Interest I-LTZZ subject
to a cap of zero for the purpose of this calculation; provided, however, such
cap with respect to REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest
I-LTA1B and REMIC I Regular Interest I-LTA2 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
Agreement”: The Master Mortgage Loan Purchase and Interim Servicing Agreement
between the Originator and the Sponsor.
“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 Fee”: With respect to each Mortgage Loan, the amount of the annual fee
paid to the Master Servicer, which shall, for a period of one full month, be
equal to one-twelfth of the product of (a) the Master Servicing Fee Rate
(without regard to the words “per annum”) and (b) the Stated Principal Balance
of such Mortgage Loan as of the first day of the related Due Period. 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.
“Master
Servicing Fee Rate”: With respect to each Mortgage Loan, the rate of 0.0020% per
annum.
“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
I-LTZZ Uncertificated Interest Deferral Amount”: With respect to any
Distribution Date, the excess of (i) accrued interest at the REMIC I Remittance
Rate applicable to REMIC I Regular Interest I-LTZZ for such Distribution Date
on
a balance equal to the Uncertificated Balance of REMIC I Regular Interest I-LTZZ
minus the REMIC I Overcollateralized Amount, in each case for such Distribution
Date, over (ii) Uncertificated Interest on REMIC
I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA2, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest
I-LTA3B, REMIC I Regular Interest I-LTA4A, REMIC I Regular Interest I-LTA4B,
REMIC I Regular Interest I-LTA5A, REMIC I Regular Interest I-LTA5B,
REMIC I
Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3 and REMIC I Regular Interest I-LTM4 for such Distribution Date,
with the rate on each such REMIC I Regular Interest subject to a cap equal
to
the lesser of (i) the Pass-Through Rate for the related Corresponding
Certificate (without regard to the Net WAC Pass-Through Rate) and (ii) the
Net
WAC Pass-Through Rate for the related Corresponding Certificate for the purpose
of this calculation for such Distribution Date and with the rate on REMIC I
Regular Interest I-LTZZ subject to a cap of zero for the purpose of this
calculation; provided, however, such cap with respect to REMIC I Regular
Interest I-LTA1A, REMIC I Regular Interest I-LTA1B and REMIC I Regular Interest
I-LTA2 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.
“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 and the Class M-4
Certificates.
“MIN”:
The Mortgage Identification Number for Mortgage Loans registered with MERS
on
the MERS System.
“MOM
Loan”: With respect to any Mortgage Loans registered with MERS on the MERS®
System, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee
for the originator of such Mortgage Loan and its successors and assigns, at
the
origination thereof.
“Monthly
Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
principal and/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. 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) [reserved];
(xxii) the
credit score (“FICO”) of such Mortgage Loan;
(xxiii) the
total
amount of points and fees charged such Mortgage Loan;
(xxiv) the
term
of the Prepayment Charge , if any; and
(xxv) the
percentage of the principal balance covered by lender paid mortgage insurance,
if any.
The
Mortgage Loan Schedule shall set forth the following information with respect
to
the Mortgage Loans 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 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. With respect
to
each Mortgage Loan that becomes an REO Property, as of any date of
determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO
Property.
“Mortgaged
Property”: The underlying property securing a Mortgage Loan, including any REO
Property, consisting of an Estate in Real Property improved by a Residential
Dwelling.
“Mortgagor”:
The obligor on a Mortgage Note.
“Net
Monthly Excess Cashflow”: With respect to any Distribution Date, the sum of (i)
any Overcollateralization Reduction Amount and (ii) the excess of (x) the
Available Distribution Amount for such Distribution Date over (y) the sum for
such Distribution Date of (A) the Senior Interest Distribution Amounts
distributable to the holders of the Class A Certificates and the Interest
Distribution Amounts distributable to the holders of the Mezzanine Certificates
and (B) the Principal Remittance Amount.
“Net
WAC
Pass-Through Rate”: With respect to any Distribution Date and the Fixed Rate
Certificates and the Floating Rate Certificates, a per annum rate equal to
the
weighted average of the Expense Adjusted Mortgage Rates of the Mortgage Loans,
weighted on the basis of the outstanding Stated Principal Balances of the
Mortgage Loans as of the first day of the Due Period (adjusted to reflect
unscheduled principal payments made thereafter during the Prepayment Period
that
includes such first day) multiplied, in the case of the Floating Rate
Certificates, by a fraction, the numerator of which is 30 and the denominator
of
which is the actual number of days elapsed in the related Interest Accrual
Period. For federal income tax purposes, such rate shall be expressed as the
weighted average of the REMIC I Remittance Rate on the REMIC I Regular
Interests, weighted on the basis of the Uncertificated Balance of each such
REMIC I Regular Interest.
“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 and Fixed 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 Base Rate over (ii) the amount of interest accrued on such Class
of Certificates at the 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 related Base 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 Interest and any Distribution Date, the aggregate
Uncertificated Balance of the REMIC I Regular Interests (other than REMIC I
Regular Interest I-LTP, for such Distribution Date.
“Officers’
Certificate”: A certificate signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or a vice president (however denominated),
and by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Servicer, the Master Servicer, the Sponsor or
the
Depositor, as applicable.
“One-Month
LIBOR”: For purposes of the Floating Rate Certificates, the Marker Rate and
Maximum I-LTZZ Uncertificated Interest Deferral Amount, REMIC
I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B and REMIC I Regular
Interest I-LTA2, and
any
Interest Accrual Period therefor, the rate determined by the Trust Administrator
on the related Interest Determination Date on the basis of the offered rate
for
one-month U.S. dollar deposits, as such rate appears on Telerate Page 3750,
Bloomberg Page BBAM or another page of these or any other financial reporting
service in general use in the financial services industry, as of 11:00 a.m.
(London time) on such Interest Determination Date; provided that if such rate
does not appear on Telerate Page 3750, the rate for such date will be determined
on the basis of the offered rates of the Reference Banks for one-month U.S.
dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination
Date. In such event, the Trust Administrator will request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If
on
such Interest Determination Date, two or more Reference Banks provide such
offered quotations, One-Month LIBOR for the related Interest Accrual Period
shall be the arithmetic mean of such offered quotations (rounded upwards if
necessary to the nearest whole multiple of 1/16%). If on such Interest
Determination Date, fewer than two Reference Banks provide such offered
quotations, One-Month LIBOR for the related Interest Accrual Period shall be
the
higher of (i) LIBOR as determined on the previous Interest Determination Date
and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under
the
priorities described above, LIBOR for an Interest Determination Date would
be
based on LIBOR for the previous Interest Determination Date for the third
consecutive Interest Determination Date, the Trust Administrator, after
consultation with the Depositor, shall select an alternative comparable index
(over which the Trust Administrator has no control), used for determining
one-month Eurodollar lending rates that is calculated and published (or
otherwise made available) by an independent party.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be
salaried counsel for the Depositor, the 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 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”:
Opteum
Financial Services, LLC.
“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
Net Monthly Excess Cashflow for such Distribution Date 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 1.30% 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)
2.60% 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) 0.35% 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 and the Fixed 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, the Fixed 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 the Fixed Rate
Certificates and any Distribution Date, will be the lesser of (x) the related
Base Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate
for
such Distribution Date.
With
respect to the Class CE Interest and any Distribution Date, a per annum rate
equal to the percentage equivalent of a fraction, the numerator of which is
(x)
the sum of (i) 100% of the interest on REMIC I Regular Interest I-LTP and (ii)
interest on the Uncertificated Principal Balance of each REMIC I Regular
Interest listed in clause (y) below at a rate equal to the related REMIC I
Remittance Rate minus the Marker Rate and the denominator of which is (y) the
aggregate Uncertificated Balance of REMIC I Regular Interest I-LTAA,
REMIC
I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA2, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest
I-LTA3B, REMIC I Regular Interest I-LTA4A, REMIC I Regular Interest I-LTA4B,
REMIC I Regular Interest I-LTA5A, REMIC I Regular Interest I-LTA5B, REMIC
I
Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest I-LTM4 and REMIC I Regular Interest
I-LTZZ.
With
respect to the Class CE Certificates, 100% of the interest distributable to
the
Class CE Interest, expressed as a per annum rate.
“Percentage
Interest”: With respect to any Class of Certificates (other than the Residual
Certificates), the portion of the respective Class evidenced by such
Certificate, expressed as a percentage, the numerator of which is the initial
Certificate Principal Balance or Notional Amount represented by such
Certificate, and the denominator of which is the initial aggregate Certificate
Principal Balance or Notional Amount of all of the Certificates of such Class.
The Class A Certificates and the Mezzanine Certificates are issuable only in
minimum Percentage Interests corresponding to minimum initial Certificate
Principal Balances of $25,000 and integral multiples of $1.00 in excess thereof.
The Class P Certificates are issuable only in Percentage Interests corresponding
to initial Certificate Principal Balances of $20 and integral multiples thereof.
The Class CE Certificates are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $100,000
and
integral multiples of $1.00 in excess thereof; provided, however, that a single
Certificate of each such Class of Certificates may be issued having a Percentage
Interest corresponding to the remainder of the aggregate initial Certificate
Principal Balance or Notional Amount of such Class or to an otherwise authorized
denomination for such Class plus such remainder. With respect to any Residual
Certificate, the undivided percentage ownership in such Class evidenced by
such
Certificate, as set forth on the face of such Certificate. The Residual
Certificates are issuable in Percentage Interests of 20% and multiples
thereof.
“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 those managed or advised by the Trustee, the
Trust
Administrator or an Affiliate of either of them, that have been rated “AAA” by
S&P, “Aaa” by Xxxxx’x and “AAA” by Fitch (if so rated); 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
Master 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 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”: The Prepayment Period for any Distribution Date with respect to (i)
voluntary Principal Prepayments in full, 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 February 1, 2007) and ending
on the 15th
day of
the calendar month in which such Distribution Date occurs and (ii) Principal
Prepayments in part, the calendar month preceding the 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
Distribution Amount”: With respect to any Distribution Date, the sum of (i) the
principal portion of each Monthly Payment due on the Mortgage Loans during
the
related Due Period, to the extent received on or prior to the related
Determination Date; (ii) the Stated Principal Balance of any 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 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) any Overcollateralization Increase Amount for such
Distribution Date minus (v) any Overcollateralization Reduction Amount for
such
Distribution Date. In no event will the Principal Distribution Amount with
respect to any Distribution Date be (x) less than zero or (y) greater than
the
then outstanding aggregate Certificate Principal Balance of the Floating Rate
Certificates and the Fixed Rate Certificates.
“Principal
Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan
which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month
of
prepayment.
“Principal
Remittance Amount”: With respect to 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 Principal Distribution Amount.
“Private
Certificates”: Any of the Class CE, Class P or Residual
Certificates.
“Prospectus
Supplement”: The Prospectus Supplement, dated February 15, 2007, relating to the
public offering of the Fixed Rate Certificates and Floating Rate
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 and Master 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 Servicer, the Master Servicer, the
Trust Administrator or the Trustee in respect of the breach or defect giving
rise to the purchase obligation including any costs and damages incurred by
the
Trust Fund in connection with any violation of any predatory or abusive lending
law with respect to the related Mortgage Loan.
“Qualified
Insurer”: Any insurer which meets the requirements of Xxxxxx Xxx and Xxxxxxx
Mac.
“Qualified
Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
Loan pursuant to the terms of this Agreement which must, on the date of such
substitution, (i) have an outstanding principal balance, after application
of
all scheduled payments of principal and interest due during or prior to the
month of substitution, not in excess of the Scheduled Principal Balance of
the
Deleted Mortgage Loan as of the Due Date in the calendar month during which
the
substitution occurs, (ii) have a Mortgage Rate not less than (and not more
than
one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
Loan, (iii) be covered under a Primary Mortgage Insurance Policy if such
Qualified Substitute Mortgage Loan has a Loan-to-Value Ratio in excess of 80%
and the Deleted Mortgage Loan was covered by a Primary Mortgage Insurance
Policy, (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, (x) have a Loan-to-Value
Ratio as of the date of substitution equal to or lower than the Loan-to-Value
Ratio of the Deleted Mortgage Loan as of such date, and (vi) conform to each
representation and warranty set forth in the Mortgage Loan Purchase Agreement
applicable to the Deleted Mortgage Loan. In the event that one or more mortgage
loans are substituted for one or more Deleted Mortgage Loans, the amounts
described in clause (i) hereof shall be determined on the basis of aggregate
principal balances, the Mortgage Rates described in clause (ii) hereof shall
be
determined on the basis of weighted average Mortgage Rates, the terms described
in clause (viii) shall be determined on the basis of weighted average remaining
terms to maturity, the Loan-to-Value Ratios described in clause (iv) hereof
shall be satisfied as to each such mortgage loan and, except to the extent
otherwise provided in this sentence, the representations and warranties
described in clause (vi) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may be.
“Rate/Term
Refinancing”: A Refinanced Mortgage Loan, the proceeds of which are not in
excess of the existing first mortgage loan on the related Mortgaged Property
and
related closing costs, and were used exclusively to satisfy the then existing
first mortgage loan of the Mortgagor on the related Mortgaged Property and
to
pay related closing costs.
“Rating
Agencies”: S&P and Xxxxx’x or their successors. If such agencies or their
successors are no longer in existence, the “Rating Agencies” shall be such
nationally recognized statistical rating agencies, or other comparable Persons,
designated by the Depositor, written notice of which designation shall be given
to the Trustee, the Trust Administrator and the Master 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 Fixed Rate Certificate and any other Certificates,
including any Definitive Certificates, the last Business Day of the month
immediately preceding the month in which such Distribution Date
occurs.
“Refinanced
Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
the related Mortgaged Property.
“Regular
Certificate”: Any Class A Certificate, Mezzanine Certificate, Class CE
Certificate or Class P Certificate.
“Regular
Interest”: A “regular interest” in a REMIC within the meaning of Section
860G(a)(1) of the Code.
“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.
“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 Basis Risk Cap Agreements and Servicer Prepayment
Charge Payment Amounts.
“REMIC
I
Interest Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to (a) the product of (i) the aggregate Stated Principal Balance
of
the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC I
Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker Rate,
divided by (b) 12.
“REMIC
I
Overcollateralized Amount”: With respect to any date of determination, (i) 1.00%
of the aggregate Uncertificated Balance of the REMIC I Regular Interests (other
than REMIC I Regular Interest I-LTP) minus (ii) the aggregate Uncertificated
Balance of REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B,
REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3A, REMIC I
Regular Interest I-LTA3B, REMIC I Regular Interest I-LTA4A, REMIC I Regular
Interest I-LTA4B, REMIC I Regular Interest I-LTA5A, REMIC I Regular Interest
I-LTA5B, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2,
REMIC
I Regular Interest I-LTM3 and REMIC I Regular Interest I-LTM4, in each case
as
of such date of determination.
“REMIC
I
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) the aggregate Stated Principal Balance of
the
Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction,
the numerator of which is two times the aggregate Uncertificated Balance of
REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I
Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3A, REMIC I Regular
Interest I-LTA3B, REMIC I Regular Interest I-LTA4A, REMIC I Regular Interest
I-LTA4B, REMIC I Regular Interest I-LTA5A, REMIC I Regular Interest I-LTA5B,
REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I
Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, and the denominator
of
which is the aggregate Uncertificated Balance of REMIC I Regular Interest
I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2,
REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I
Regular Interest I-LTA4A, REMIC I Regular Interest I-LTA4B, REMIC I Regular
Interest I-LTA5A, REMIC I Regular Interest I-LTA5B, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4 and REMIC I Regular Interest I-LTZZ.
“REMIC
I
Regular Interest”: Any of the separate non-certificated beneficial ownership
interests in REMIC I issued hereunder and designated as a “regular interest” in
REMIC I. Each REMIC I Regular Interest shall accrue interest at the related
REMIC I Remittance Rate in effect from time to time or shall otherwise be
entitled to interest as set forth herein, and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Balance as set forth in the Preliminary
Statement hereto. The REMIC I Regular Interests are set forth in the Preliminary
Statement hereto.
“REMIC
I
Remittance Rate”: With respect to REMIC I Regular Interest I-LTAA, REMIC
I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA2, REMIC I Regular Interest I-LTA3A, REMIC I Regular Interest
I-LTA3B, REMIC I Regular Interest I-LTA4A, REMIC I Regular Interest I-LTA4B,
REMIC I Regular Interest I-LTA5A, REMIC I Regular Interest I-LTA5B, REMIC
I
Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest I-LTM4 and REMIC I Regular Interest
I-LTZZ, the weighted average of the Expense Adjusted Mortgage Rates of the
Mortgage Loans. “REMIC I Required Overcollateralized Amount”: 1.00% of the
Overcollateralization Target Amount.
“REMIC
II”: The segregated pool of assets consisting of all of the REMIC I Regular
Interests conveyed in trust to the Trustee, for the benefit of the Class A
Certificates, the Mezzanine Certificates, the Class CE Interest, the Class
P
Interest and the Class R-II Interest and all amounts deposited therein, with
respect to which a separate REMIC election is to be made.
“REMIC
III”: The segregated pool of assets consisting of all of the Class CE Interest
conveyed in trust to the Trustee, for the benefit of the Class CE Certificates,
and the Class R-III Interest and all amounts deposited therein, with respect
to
which a separate REMIC election is to be made.
“REMIC
IV”: The segregated pool of assets consisting of all of the Class P Interest
conveyed in trust to the Trustee, for the benefit of the Class P 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
Provisions”: Provisions of the federal income tax law relating to real estate
mortgage investment conduits, which appear at Section 860A through 860G of
the
Code, and related provisions, and proposed, temporary and final regulations
and
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.
“REMIC
Regular Interests”: The REMIC I Regular Interests, the Class CE Interest and the
Class P Interest.
“Remittance
Report”: A report in form and substance acceptable to the Trust Administrator
and the Servicer in an electronic data file or tape prepared by the Servicer
pursuant to Section 4.03 with such additions, deletions and modifications as
agreed to by the Trust Administrator and the Servicer.
“Rents
from Real Property”: With respect to any REO Property, gross income of the
character described in Section 856(d) of the Code as being included in the
term
“rents from real property.”
“REO
Account”: The account or accounts maintained by the Servicer in respect of an
REO Property pursuant to Section 3.23.
“REO
Disposition”: The sale or other disposition of an REO Property on behalf of any
Trust REMIC.
“REO
Imputed Interest”: As to any REO Property, for any calendar month during which
such REO Property was at any time part of REMIC I, one month’s interest at the
applicable Mortgage Loan Remittance Rate on the Stated Principal Balance of
such
REO Property (or, in the case of the first such calendar month, of the related
Mortgage Loan if appropriate) as of the close of business on the Distribution
Date in such calendar month.
“REO
Property”: A Mortgaged Property acquired by the Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section
3.23.
“Request
for Release”: A release signed by a Servicing Officer, in the form of Exhibit E
attached hereto.
“Residential
Dwelling”: Any one of the following: (i) an attached or detached one- family
dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a Xxxxxx Xxx eligible condominium project, or (iv) a detached
one-family dwelling in a planned unit development, none of which is a
co-operative, mobile or manufactured home (as defined in 00 Xxxxxx Xxxxxx Code,
Section 5402(6)).
“Residual
Certificates”: The Class R Certificates and the Class R-X
Certificates.
“Residual
Interest”: The sole class of “residual interests” in a REMIC within the meaning
of Section 860G(a)(2) of the Code.
“Responsible
Officer”: When used with respect to the Trust Administrator, the President, any
vice president, any assistant vice president, the Secretary, any assistant
secretary, the Treasurer, any assistant treasurer, any trust officer or
assistant trust officer, the Controller and any assistant controller or any
other officer thereof customarily performing functions similar to those
performed by any of the above designated officers and, with respect to a
particular matter relating to this Agreement, to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject. When used with respect to the Trustee, any officer of the Trustee
with
direct responsibility for the administration of this Agreement and, with respect
to a particular matter relating to this Agreement, to whom such matter is
referred because of such officer’s knowledge of and familiarity with the
particular subject.
“Reportable
Event”: The meaning set forth in Section 4.07(a)(iii).
“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, is the
percentage obtained by dividing (x) the aggregate Certificate Principal Balance
of the Mezzanine Certificates and the Class CE Certificates, calculated after
taking into account distribution of the Principal Distribution Amount to Holders
of the Certificates then entitled to distributions thereof on the related
Distribution Date by (y) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period).
“Senior
Interest Distribution Amount”: With respect to any Distribution Date, the Senior
Interest Distribution Amount for each Class of Class A Certificates is equal
to
the sum of the Interest Distribution Amount for that Class for that Distribution
Date and the Interest Carry Forward Amount, if any, for that Class for that
Distribution Date.
“Senior
Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (x) the aggregate Certificate Principal Balance of the Class A
Certificates immediately prior to such Distribution Date over (y) the lesser
of
(A) the product of (i) 85.50% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.35% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Servicer”:
Opteum Financial Services, LLC or any successor servicer appointed as herein
provided.
“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 21st
day of
the calendar month in which such Distribution Date occurs or, if such
21st
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. 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”: 0.25% 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 appear 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
Transfer Costs”: Shall mean all reasonable out-of-pocket costs and expenses
incurred by the Trustee or the Master 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 to correct any
errors or insufficiencies in the servicing data or otherwise to enable the
Trustee or the Master Servicer to service the Mortgage Loans properly and
effectively.
“Significance
Percentage”: With
respect to the Basis Risk Cap Agreements, 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 Basis Risk
Cap Agreements (assuming that one-month LIBOR for each remaining Calculation
Period (as defined in the Basis Risk Cap Agreements) beginning with the
Calculation Period immediately following the related Distribution Date is equal
to the sum of (a) the one-month LIBOR rate for each remaining Calculation Period
made available at Bloomberg Financial Markets, L.P. by taking the following
steps: (1) typing in the following keystrokes: fwcv <go>, us <go>, 3
<go>; (2) the Forwards shall be set to “1-Mo”; (3) the Intervals shall be
set to “1-Mo”; and (4) the Points shall be set to equal the remaining term of
the Basis Risk Cap Agreements in months and the Trust Administrator shall click
<go> (provided that the Depositor shall notify the Trust Administrator in
writing of any changes to such keystrokes), (b) the percentage equivalent of
a
fraction, the numerator of which is 2.00% and the denominator of which is the
initial number of Distribution Dates on which the Trust Administrator is
entitled to receive payments under the Basis Risk Cap Agreements (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 and the Fixed 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 March 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 Principal Distribution Amount to the
Certificates then entitled to distributions of principal on such Distribution
Date) is equal to or greater than 14.50%.
“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.
“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.
“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.
“Tax
Returns”: The federal income tax return on Internal Revenue Service Form 1066,
U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on
behalf of any Trust REMIC due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information reports or returns
that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
“Telerate
Page 3750”: The display designated as page “3750” on the Dow Xxxxx Telerate
Capital Markets Report (or such other page as may replace page 3750 on that
report for the purpose of displaying London interbank offered rates of major
banks).
“Termination
Price”: As defined in Section 9.01.
“Terminator”:
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 48.25% 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
|
March
2009 through February 2010
|
0.25%
|
March
2010 through February 2011
|
0.60%
|
March
2011 through February 2012
|
1.00%
|
March
2012 through February 2013
|
1.45%
|
March
2013 and thereafter
|
1.70%
|
“Trust”:
Citigroup Mortgage Loan Trust 2007-OPX1.
“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, Servicer Prepayment Charge Payment Amounts, the
Basis
Risk Cap Agreements and the other assets conveyed by the Depositor to the
Trustee pursuant to Section 2.01.
“Trust
REMIC”: Any of REMIC I, REMIC II, REMIC III and REMIC IV.
“Trustee”:
U.S. Bank National Association, or its successor in interest, or any successor
trustee appointed as herein provided.
“Uncertificated
Balance”: The amount of any REMIC Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Balance of each REMIC
Regular Interest shall equal the amount set forth in the Preliminary Statement
hereto as its initial Uncertificated Balance. On each Distribution Date, the
Uncertificated Balance of each REMIC Regular Interest shall be reduced by all
distributions of principal made on such REMIC Regular Interest on such
Distribution Date pursuant to Section 4.01 and, if and to the extent necessary
and appropriate, shall be further reduced on such Distribution Date by Realized
Losses as provided in Section 4.04. The Uncertificated Balance of REMIC I
Regular Interest I-LTZZ shall be increased by interest deferrals as provided
in
Section 4.01. With respect to the Class CE Interest as of any date of
determination, an amount equal to the excess, if any, of (A) the then aggregate
Uncertificated Principal Balance of the REMIC 1 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of the Floating Rate Certificates,
the Fixed 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 REMIC I Remittance Rate applicable to such REMIC
Regular Interest for such Distribution Date, accrued on the Uncertificated
Balance thereof immediately prior to such Distribution Date. Uncertificated
Interest in respect of any REMIC Regular Interest shall accrue on the basis
of a
360-day year consisting of twelve 30-day months. Uncertificated Interest with
respect to each Distribution Date, as to any REMIC Regular Interest, shall
be
reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest
Shortfall, if any, for such Distribution Date to the extent not covered by
payments pursuant to Section 3.24 and (b) the aggregate amount of any Relief
Act
Interest Shortfall, if any allocated, in each case, to such REMIC Regular
Interest pursuant to Section 1.02. In addition, Uncertificated Interest with
respect to each Distribution Date, as to any REMIC Regular Interest shall be
reduced by Realized Losses, if any, allocated to such REMIC Regular Interest
pursuant to Section 1.02 and Section 4.04.
“Uninsured
Cause”: Any cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the hazard insurance
policies required to be maintained pursuant to Section 3.14.
“United
States Person”: A citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of,
the
United States, any State thereof or the District of Columbia (except, in the
case of a partnership, to the extent provided in regulations); provided that,
for purposes solely of the restrictions on the transfer of the Residual
Certificates, no partnership or other entity treated as a partnership for United
States federal income tax purposes shall be treated as a United States Person
unless all persons that own an interest in such partnership either directly
or
through any entity that is not a corporation for United States federal income
tax purposes are required by the applicable operative agreement to be United
States Persons, or an estate whose income is subject to United States federal
income tax regardless of its source, or a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States Persons have the authority to control all
substantial decisions of the trust. To the extent prescribed in regulations
by
the Secretary of the Treasury, which have not yet been issued, a trust which
was
in existence on August 20, 1996 (other than a trust treated as owned by the
grantor under subpart E of part I of subchapter J of chapter 1 of the Code),
and
which was treated as a United States person on August 20, 1996 may elect to
continue to be treated as a United States person notwithstanding the previous
sentence. The term “United States” shall have the meaning set forth in Section
7701 of the Code.
“Value”:
With respect to any Mortgaged Property, the lesser of (i) the value thereof
as
determined by an appraisal made for the Originator of the Mortgage Loan at
the
time of origination of the Mortgage Loan and (ii) the purchase price paid for
the related Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is based solely upon the value determined
by an appraisal made for the Originator of such Refinanced Mortgage Loan at
the
time of origination of such Refinanced Mortgage Loan by an
appraiser.
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. With respect to any date of determination, 98%
of
all Voting Rights will be allocated among the holders of the Class A
Certificates, the Mezzanine Certificates and the Class CE Certificates in
proportion to the then outstanding Certificate Principal Balances of their
respective Certificates, 1% of all Voting Rights will be allocated to the
holders of the Class P Certificates and 1% of all Voting Rights will be
allocated among the holders of the Residual Certificates. The Voting Rights
allocated to each Class of Certificate shall be allocated among Holders of
each
such Class in accordance with their respective Percentage Interests as of the
most recent Record Date.
SECTION 1.02 |
Allocation
of Certain Interest Shortfalls.
|
For
purposes of calculating the Interest Distribution Amount for the Floating Rate
Certificates, the Fixed Rate Certificates and the Class CE Certificates for
any
Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
(to the extent not covered by payments by the Servicer pursuant to Section
3.24
or the Master Servicer pursuant to Section 3A.10) and any Relief Act Interest
Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date
shall be allocated first, to the Class CE Certificates based on, and to the
extent of, one month’s interest at the then applicable Pass-Through Rate on the
Notional Amount of the Class CE Certificates and, thereafter, among the Floating
Rate Certificates and the Fixed 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
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 or the Master Servicer pursuant to Section
3A.10) and any Relief Act Interest Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated among REMIC I
Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1A, REMIC I Regular
Interest I-LTA1B, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest
I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular Interest I-LTA4A,
REMIC I Regular Interest I-LTA4B, REMIC I Regular Interest I-LTA5A, REMIC I
Regular Interest I-LTA5B, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4 and REMIC I Regular Interest I-LTZZ pro
rata
based
on, and to the extent of, one month’s interest at the then applicable respective
REMIC I Remittance Rate on the respective Uncertificated Balance of each such
REMIC I Regular Interest.
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 under the Basis Risk Cap
Agreements and all other assets included or to be included in REMIC I. Such
assignment includes all interest and principal received by the Depositor or
the
Servicer on or with respect to the Mortgage Loans (other than payments of
principal and interest due on such Mortgage Loans on or before the Cut-off
Date). The Depositor herewith delivers to the Trustee an executed copy of the
Mortgage Loan Purchase Agreement and the Trustee acknowledges receipt of the
same on behalf of the Certificateholders.
In
connection with such transfer and assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee or the Custodian on its behalf, the following
documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan
so transferred and assigned:
(i) The
Mortgage Note, endorsed by manual or facsimile signature without recourse by
the
Originator or an Affiliate of the Originator in blank or to the Trustee showing
a complete chain of endorsements from the named payee to the Trustee or from
the
named payee to the Affiliate of the Originator and from such Affiliate to the
Trustee;
(ii) The
original recorded Mortgage, noting the presence of the MIN of the Mortgage
Loan,
if applicable, and language indicating that the Mortgage Loan is a MOM Loan
if
the Mortgage Loan is a MOM Loan, with evidence of recording thereon or a copy
of
the Mortgage certified by the public recording office in those jurisdictions
where the public recording office retains the original;
(iii) Unless
the Mortgage Loan is registered on the MERS® System, an assignment from the
Originator or an Affiliate of the Originator to the Trustee in blank or in
recordable form of the Mortgage which may be included, where permitted by local
law, in a blanket assignment or assignments of the Mortgage to the Trustee,
including any intervening assignments and showing a complete chain of title
from
the original mortgagee named under the Mortgage to the Person assigning the
Mortgage Loan to the Trustee (or to MERS, noting the presence of the MIN, if
the
Mortgage Loan is registered on the MERS® System);
(iv) Any
original assumption, modification, buydown or conversion-to- fixed-interest-rate
agreement applicable to the Mortgage Loan; and
(v) The
original or a copy of the title insurance policy (which may be a certificate
or
a short form policy relating to a master policy of title insurance) pertaining
to the Mortgaged Property, or in the event such original title policy is
unavailable, a copy of the preliminary title report and the lender’s recording
instructions, with the original to be delivered within 180 days of the Closing
Date or an attorney’s opinion of title in jurisdictions where such is the
customary evidence of title; or in the event such original or copy of the title
insurance policy is unavailable, a written commitment or uniform binder or
preliminary report of title issued by the title insurance or escrow
company.
In
instances where an original recorded Mortgage cannot be delivered by the
Depositor to the Trustee (or the Custodian on behalf of the Trustee) prior
to or
concurrently with the execution and delivery of this Agreement, due to a delay
in connection with the recording of such Mortgage, the Depositor may, (a) in
lieu of delivering such original recorded Mortgage referred to in clause (ii)
above, deliver to the Trustee (or the Custodian on behalf of the Trustee) a
copy
thereof, provided that the Depositor certifies that the original Mortgage has
been delivered to a title insurance company for recordation after receipt of
its
policy of title insurance or binder therefor (which may be a certificate
relating to a master policy of title insurance), and (b) in lieu of delivering
the completed assignment in recordable form referred to in clause (iii) above
to
the Trustee (or the Custodian on behalf of the Trustee), deliver such assignment
to the Trustee (or the Custodian on behalf of the Trustee) completed except
for
recording information. In all such instances, the Depositor will deliver the
original recorded Mortgage and completed assignment (if applicable) to the
Trustee (or the Custodian on behalf of the Trustee) promptly upon receipt of
such Mortgage. In instances where an original recorded Mortgage has been lost
or
misplaced, the Depositor or the related title insurance company may deliver,
in
lieu of such Mortgage, a copy of such Mortgage bearing recordation information
and certified as true and correct by the office in which recordation thereof
was
made. In instances where the original or a copy of the title insurance policy
referred to in clause (v) above (which may be a certificate relating to a master
policy of title insurance) pertaining to the Mortgaged Property relating to
a
Mortgage Loan cannot be delivered by the Depositor to the Trustee (or the
Custodian on behalf of the Trustee) prior to or concurrently with the execution
and delivery of this Agreement because such policy is not yet available, the
Depositor may, in lieu of delivering the original or a copy of such title
insurance referred to in clause (v) above, deliver to the Trustee (or the
Custodian on behalf of the Trustee) a binder with respect to such policy (which
may be a certificate relating to a master policy of title insurance) and deliver
the original or a copy of such policy (which may be a certificate relating
to a
master policy of title insurance) to the Trustee (or the Custodian on behalf
of
the Trustee) within 180 days of the Closing Date. In instances where an original
assumption, modification, buydown or conversion-to-fixed- interest-rate
agreement cannot be delivered by the Depositor to the Trustee (or the Custodian
on behalf of the Trustee) prior to or concurrently with the execution and
delivery of this Agreement, the Depositor may, in lieu of delivering the
original of such agreement referred to in clause (iv) above, deliver a certified
copy thereof.
To
the
extent not already recorded, except
with respect to any Mortgage Loan for which MERS is identified on the Mortgage
or on a properly recorded assignment of the Mortgage as the mortgagee of record,
the
Servicer, at the expense of the Sponsor shall promptly (and in no event later
than five Business Days following the later of the Closing Date and the date
of
receipt by the Servicer of the recording information for a Mortgage) submit
or
cause to be submitted for recording, at no expense to any Trust REMIC, in the
appropriate public office for real property records, each Assignment delivered
to it pursuant to (iii) above. In the event that any such Assignment is lost
or
returned unrecorded because of a defect therein, the Servicer, at the expense
of
the Sponsor, shall promptly prepare or cause to be prepared a substitute
Assignment or cure or cause to be cured such defect, as the case may be, and
thereafter cause each such Assignment to be duly recorded. Notwithstanding
the
foregoing, but without limiting the requirement that such Assignments be in
recordable form, neither the Servicer nor the Trustee shall be required to
submit or cause to be submitted for recording any Assignment delivered to it
or
the Custodian pursuant to (iii) above if such recordation shall not, as of
the
Closing Date, be required by the Rating Agencies, as a condition to their
assignment on the Closing Date of their initial ratings to the Certificates,
as
evidenced by the delivery by the Rating Agencies of their ratings letters on
the
Closing Date; provided, however, notwithstanding the foregoing, the Servicer
shall submit each Assignment for recording, at no expense to the Trust Fund
or
the Servicer, upon the earliest to occur of: (A) reasonable direction by Holders
of Certificates entitled to at least 25% of the Voting Rights, (B) the
occurrence of a Servicer Event of Default, (C) the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Sponsor, (D) the occurrence of a
servicing transfer as described in Section 7.02 of this Agreement and (E) with
respect to any one Assignment the occurrence of a foreclosure relating to the
Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the
Sponsor fails to pay the cost of recording the Assignments, such expense will
be
paid by the Servicer and the Servicer shall be reimbursed for such expenses
by
the Trust as Servicing Advances.
In
connection with the assignment of any Mortgage Loan registered on the MERS
System, the Depositor further agrees that it will cause, within 30 Business
Days
after the Closing Date, the MERS System to indicate that such Mortgage Loans
have been assigned by the Depositor to the Trustee in accordance with this
Agreement for the benefit of the Certificateholders by including in such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field “Pool Field” which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The Depositor
further agrees that it will not, and will not permit the Servicer to, and the
Servicer agrees that it will not and will not permit a Sub-Servicer to, alter
the codes referenced in this paragraph with respect to any Mortgage Loan during
the term of this Agreement unless and until such Mortgage Loan is repurchased
in
accordance with the terms of this Agreement.
With
respect to a maximum of approximately 5.00% of the Original Mortgage Loans,
by
outstanding principal balance of the Original Mortgage Loans as of the Cut-off
Date, if any original Mortgage Note referred to in (i) above cannot be located,
the obligations of the Depositor to deliver such documents shall be deemed
to be
satisfied upon delivery to the Trustee (or the Custodian on behalf of the
Trustee) of a photocopy of such Mortgage Note, if available, with a lost note
affidavit. If any of the original Mortgage Notes for which a lost note affidavit
was delivered to the Trustee (or the Custodian on behalf of the Trustee) is
subsequently located, such original Mortgage Note shall be delivered to the
Trustee (or the Custodian on behalf of the Trustee) within three Business
Days.
The
Depositor shall deliver or cause to be delivered to the Trustee (or the
Custodian on behalf of the Trustee) promptly upon receipt thereof any other
original documents constituting a part of a Mortgage File received with respect
to any Mortgage Loan, including, but not limited to, any original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan.
All
original documents relating to the Mortgage Loans that are not delivered to
the
Trustee (or the Custodian on behalf of the Trustee) are and shall be held by
or
on behalf of the Sponsor, the Depositor or the Servicer, as the case may be,
in
trust for the benefit of the Trustee on behalf of the Certificateholders. In
the
event that any such original document is required pursuant to the terms of
this
Section to be a part of a Mortgage File, such document shall be delivered
promptly to the Trustee (or the Custodian on behalf of the Trustee). Any such
original document delivered to or held by the Depositor that is not required
pursuant to the terms of this Section to be a part of a Mortgage File, shall
be
delivered promptly to the Servicer.
Wherever
it is provided in this Section 2.01 that any document, evidence or information
relating to a Mortgage Loan be delivered or supplied to the Trustee, the
Depositor shall do so by delivery thereof to the Trustee or the Custodian on
behalf of the Trustee.
The
Depositor 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 any other party hereto
or
receipt of notice by the Depositor of the breach of any representation, warranty
or covenant of the Servicer set forth in Section 2.05 which materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
the Servicer shall cure such breach in all material respects.
(d) Any
substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
made pursuant to Section 2.03(a) must be effected prior to the date which is
two
years after the Startup Day for REMIC I.
As
to any
Deleted Mortgage Loan for which the Sponsor substitutes a Qualified Substitute
Mortgage Loan or Loans, such substitution shall be effected by the Sponsor
delivering to the Trustee (or to the Custodian on behalf of the Trustee, as
applicable), for such Qualified Substitute Mortgage Loan or Loans, the Mortgage
Note, the Mortgage, the Assignment in blank or to the Trustee, and such other
documents and agreements, with all necessary endorsements thereon, as are
required by Section 2.01, together with an Officers’ Certificate providing that
each such Qualified Substitute Mortgage Loan satisfies the definition thereof
and specifying the Substitution Shortfall Amount (as described below), if any,
in connection with such substitution. The Custodian on its behalf and on behalf
of the Trustee shall, for the benefit of the Certificateholders, review each
Mortgage File within 90 days after execution and delivery of this Agreement,
to
ascertain that all required documents have been executed, received and recorded,
if applicable, and that such documents relate to the Mortgage Loans. If in
the
course of such review the Trustee or the Custodian on its behalf finds a
document or documents constituting a part of a Mortgage File to be defective
in
any material respect, the Trustee or the Custodian on its behalf shall promptly
so notify the Depositor, the Trust Administrator, the 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 (iii) 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 Trust Administrator,
the Master Servicer and the Trustee, for the benefit of each of the Trustee,
the
Trust Administrator, the Certificateholders and to the Depositor that as of
the
Closing Date or as of such date specifically provided herein:
(i) The
Servicer is a limited liability company duly organized, validly existing and
in
good standing under the laws of the State of Delaware 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 corporate power and authority to service each Mortgage
Loan, and to execute, deliver and perform, and to enter into and consummate
the
transactions contemplated by this Agreement and has duly authorized by all
necessary corporate action on the part of the Servicer the execution, delivery
and performance of this Agreement; and this Agreement, assuming the due
authorization, execution and delivery thereof by the Depositor, the Master
Servicer, the Trust Administrator and the Trustee, 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 or
its
Sub-Servicer
is an
approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing and
is a
HUD approved mortgagee pursuant to Section 203 and Section 211 of the National
Housing Act;
(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
information set forth in the “monthly tape” provided to the Trustee or any of
its affiliates is true and correct in all material respects;
(viii) With
respect to each Mortgage Loan, the Assignment is in recordable form (except
that
the name of the assignee and the recording information with respect to such
Mortgage Loan is blank) and each Mortgage Loan was originated in the name of
the
Servicer or an affiliate thereof or a correspondent of the Servicer;
and
(ix) The
Servicer or its Sub-Servicer has fully furnished and shall 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.
It
is
understood and agreed that the representations, warranties and covenants set
forth in this Section 2.05(c) 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 (but in no event later than two Business Days following such discovery)
to the Trustee and the Trust Administrator. Subject to Section 7.01, the
obligation of the Servicer set forth in Section 2.03(c) to cure breaches shall
constitute the sole remedies against the Servicer available to the
Certificateholders, the Depositor, the Trust Administrator, 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 Xxx 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(d) shall survive delivery of the Mortgage Files
to
the Trustee or to the Custodian on its behalf and shall inure to the benefit
of
the Trustee, the Trust Administrator, the Depositor and the Certificateholders.
Upon discovery by any of the Depositor, the Servicer, the 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 Certificates,
the Class P Certificates and the Class R-X Certificates), the Class CE Interest
and the Class P Interest constitute the entire beneficial ownership interest
in
REMIC II.
SECTION 2.07 |
Authorization
to Enter into Basis
Risk Cap Agreements.
|
The
Trust
Administrator is hereby directed to execute and deliver the Basis Risk Cap
Agreements 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 Trust Administrator on behalf of Party B (as defined
therein) and not in its individual capacity. The Depositor and the Class A-1
and
Class A-2 Certificateholders (by acceptance of their Certificates) acknowledge
and agree that (i) the Trust Administrator shall execute and deliver the Basis
Risk Cap Agreements on behalf of Party B (as defined therein) and (ii) the
Trust
Administrator shall exercise the rights, perform the obligations, and make
the
representations of Party B thereunder, solely in its capacity as Trust
Administrator on behalf of Party B (as defined therein) and not in its
individual capacity. Every provision of this Agreement relating to the conduct
or affecting the liability of or affording protection to the Trust Administrator
shall apply to the Trust Administrator’s execution of the Basis Risk Cap
Agreements, and the performance of its duties and satisfaction of its
obligations thereunder.
SECTION 2.08 |
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs by
the
Trustee.
|
(a) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the assets
described in the definition of REMIC I for the benefit of the holders of the
REMIC I Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-I Interest). The Trustee (or the
Custodian on its behalf, as applicable) acknowledges receipt of the assets
described in the definition of REMIC I and declares that it holds and will
hold
the same in trust for the exclusive use and benefit of the holders of the REMIC
I Regular Interests and the Class R Certificates (in respect of the Class R-I
Interest). The interests evidenced by the Class R-I Interest, together with
the
REMIC I Regular Interests, constitute the entire beneficial ownership interest
in REMIC I.
(b) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the REMIC
I Regular Interests (which are uncertificated) for the benefit of the Holders
of
the Regular Certificates (other than the Class CE Certificates and the Class
P
Certificates), the Class CE Interest, the Class P Interest and the Class R
Certificates (in respect of the Class R-II Interest). The Trustee acknowledges
receipt of the REMIC I Regular Interests and declares that it holds and will
hold the same in trust for the exclusive use and benefit of the Holders of
the
Regular Certificates (other than the Class CE Certificates and the Class P
Certificates), the Class CE Interest, the Class P Interest and the Class R
Certificates (in respect of the Class R-II Interest). The interests evidenced
by
the Class R-II Interest, together with the Regular Certificates, the Class
CE
Interest and the Class P Interest, constitute the entire beneficial ownership
interest in REMIC II.
(c) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
CE Interest (which is uncertificated) for the benefit of the Holders of the
Class CE Certificates and the Class R-X Certificates (in respect of the Class
R-III Interest). The Trustee acknowledges receipt of the Class CE Interest
and
declares that it holds and will hold the same in trust for the exclusive use
and
benefit of the Holders of the Class CE Certificates and the Class R-X
Certificates (in respect of the Class R-III Interest). The interests evidenced
by the Class R-III Interest, together with the Class CE Certificates, constitute
the entire beneficial ownership interest in REMIC III.
(d) The
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey in trust to the Trustee without
recourse all the right, title and interest of the Depositor in and to the Class
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-IV
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-IV Interest). The interests evidenced by the Class R-IV
Interest, together with the Class P Certificates, constitute the entire
beneficial ownership interest in REMIC IV.
(e) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC I and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
subsection (a) hereof, (ii) the assignment and delivery to the Trustee of REMIC
II (including the Residual Interest therein represented by the Class R-II
Interest) and the acceptance by the Trustee thereof, pursuant to Section 2.01,
Section 2.02 and subsection (b) hereof, (iii) the assignment and delivery to
the
Trustee of REMIC III (including the Residual Interest therein represented by
the
Class R-III Interest) and the acceptance by the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and subsection (c) hereof and (iv) the assignment
and
delivery to the Trustee of REMIC IV (including the Residual Interest therein
represented by the Class IV Interest) and the acceptance by the Trustee thereof,
pursuant to Section 2.01, Section 2.02 and subsection (d) hereof, the Trust
Administrator on behalf of the Trustee, pursuant to the written request of
the
Depositor executed by an officer of the Depositor, has executed, authenticated
and delivered to or upon the order of the Depositor, (A) the Class R
Certificates in authorized denominations evidencing the Class R-I Interest
and
the Class R-II Interest and (B) the Class R-X Certificates in authorized
denominations evidencing the Class R-III Interest and the Class R-IV
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 similar investors, 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.
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-Servicers.
|
The
Servicer shall be entitled to terminate any Sub-Servicing Agreement and the
rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer
without any act or deed on the part of such Sub-Servicer or the Servicer, and
the Servicer either shall service directly the related Mortgage Loans or shall
enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 3.02.
Any
Sub-Servicing Agreement shall include the provision that such agreement may
be
immediately terminated by the 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-Servicers and Trustee, Trust
Administrator or
Certificateholders.
|
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
and the Trustee, the 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 Master
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 Master 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
Master Servicer elects to terminate any Sub-Servicing Agreement in accordance
with its terms as provided in Section 3.03. Upon such assumption, the Master
Servicer or the successor servicer for the Master 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 Master Servicer, its designee
or
any successor servicer shall be deemed to have assumed any liability or
obligation of the Servicer that arose before it ceased to be the
Servicer.
The
Servicer at its expense shall, upon request of the 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).
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. Notwithstanding the foregoing, Cenlar FSB in its
capacity as Sub-Servicer shall deposit funds directly into the Collection
Account and will not be required to establish a separate Sub-Servicing
Account as
otherwise required by this Section 3.08. As of the Closing Date, no such
Sub-Servicing Account has been established.
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 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 2:00 p.m. New York time
on
the Servicer Remittance Date, that portion of the Available Distribution Amount
(calculated without regard to the subtraction therefrom of the Credit Risk
Manager Fee and the Master Servicing 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
Servicing Fee) 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
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.
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.
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. 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. 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 on the related Distribution Date), the Servicer shall forward
to the Master Servicer and the Trust Administrator no later than ten 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 the Servicer shall cause any Servicing Function
Participant engaged by it to deliver) to the Trust Administrator, on or before
March 1st of each calendar year beginning in 2008, and the Master Servicer
and
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 1st 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 and the Servicer shall
have 10 calendar days from the date its receipt of such written notice to cure
such failure to deliver.
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 of such Servicer Event of Default, the Trustee or the Master
Servicer, as applicable, may at the direction of the Depositor, 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 such 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. (other than the Servicer’s rights to reimbursement of
xxxxxxxxxxxx X&X Advances and Servicing Advances and accrued and unpaid
Servicing Fees in the manner provided in this Agreement). This paragraph shall
supersede any other provision in this Agreement or any other agreement to the
contrary.
To
the
extent that the Servicer’s obligations under this Agreement are being performed
by a Sub-Servicer, and the assessment of compliance and
attestation report
delivered by the Sub-Servicer addresses all of the Relevant Servicing Criteria
applicable to the Servicer, then the Servicer will not be required to deliver
an
assessment of compliance and attestation report pertaining to the Relevant
Servicing Criteria. However, if any Sub-Servicer engaged by the Servicer fails
to address all of the Relevant Servicing Criteria applicable to the Servicer
in
its assessment of compliance and attestation report, the Servicer will provide
an assessment of compliance and attestation report in accordance with this
Section 3.21 covering the remaining Relevant Servicing Criteria applicable
to
the Servicer and not addressed by the Sub-Servicer’s assessment of compliance
and attestation report.
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 or a 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:
(i) authorize
the Trust Fund to enter into, renew or extend any New Lease with respect to
any
REO Property, if the New Lease by its terms will give rise to any income that
does not constitute Rents from Real Property;
(ii) authorize
any amount to be received or accrued under any New Lease other than amounts
that
will constitute Rents from Real Property;
(iii) authorize
any construction on any REO Property, other than the completion of a building
or
other improvement thereon, and then only if more than ten percent of the
construction of such building or other improvement was completed before default
on the related Mortgage Loan became imminent, all within the meaning of Section
856(e)(4)(B) of the Code; or
(iv) authorize
any Person to Directly Operate any REO Property on any date more than 90 days
after its date of acquisition by the Trust Fund;
unless,
in any such case, the Servicer has obtained an Opinion of Counsel, provided
to
the Trust Administrator, 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:
(i) the
terms
and conditions of any such contract shall not be inconsistent
herewith;
(ii) any
such
contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection with
the operation and management of such REO Property, including those listed above
and remit all related revenues (net of such costs and expenses) to the Servicer
as soon as practicable, but in no event later than thirty days following the
receipt thereof by such Independent Contractor;
(iii) none
of
the provisions of this Section 3.23(c) relating to any such contract or to
actions taken through any such Independent Contractor shall be deemed to relieve
the Servicer of any of its duties and obligations to the Trustee on behalf
of
the Certificateholders with respect to the operation and management of any
such
REO Property; and
(iv) the
Servicer shall be obligated with respect thereto to the same extent as if it
alone were performing all duties and obligations in connection with the
operation and management of such REO Property.
The
Servicer shall be entitled to enter into any agreement with any Independent
Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such
indemnification. The Servicer shall be solely liable for all fees owed by it
to
any such Independent Contractor, irrespective of whether the Servicer’s
compensation pursuant to Section 3.18 is sufficient to pay such fees.
(d) In
addition to the withdrawals permitted under Section 3.23(c), the Servicer may
from time to time make withdrawals from the REO Account for any REO Property:
(i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the
related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
unreimbursed Servicing Advances and P&I Advances made in respect of such REO
Property or the related Mortgage Loan. Any income from the related REO Property
received during any calendar months prior to a Final Recovery Determination,
net
of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d),
shall be withdrawn by the Servicer from each REO Account maintained by it and
remitted to the Trust Administrator for deposit into the Distribution Account
in
accordance with Section 3.10(d)(ii) on the Servicer Remittance Date relating
to
a Final Recovery Determination with respect to such Mortgage Loan, for
distribution on the related Distribution Date in accordance with Section
4.01.
(e) Subject
to the time constraints set forth in Section 3.23(a), and further subject to
obtaining the approval of the insurer under any related Primary Mortgage
Insurance Policy (if and to the extent that such approvals are necessary to
make
claims under such policies in respect of the affected REO Property), each REO
Disposition shall be carried out by the Servicer at such price and upon such
terms and conditions as the Servicer shall deem necessary or advisable, as
shall
be normal and usual in its general servicing activities for similar
properties.
(f) The
proceeds from the REO Disposition, net of any amount required by law to be
remitted to the Mortgagor under the related Mortgage Loan and net of any payment
or reimbursement to the Servicer or any Sub-Servicer as provided above, shall
be
remitted to the Trust Administrator for deposit in the Distribution Account
in
accordance with Section 3.10(d)(ii) on the Servicer Remittance Date in the
month
following the receipt thereof for distribution on the related Distribution
Date
in accordance with Section 4.01. Any REO Disposition shall be for cash only
(unless changes in the REMIC Provisions made subsequent to the Startup Day
allow
a sale for other consideration).
(g) The
Servicer shall file information returns with respect to the receipt of mortgage
interest received in a trade or business, reports of foreclosures and
abandonments of any Mortgaged Property and cancellation of indebtedness income
with respect to any Mortgaged Property as required by Sections 6050H, 6050J
and
6050P of the Code, respectively. Such reports shall be in form and substance
sufficient to meet the reporting requirements imposed by such Sections 6050H,
6050J and 6050P of the Code.
SECTION 3.24 |
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
The
Servicer shall deliver to the Trust Administrator for deposit into the
Distribution Account on or before 2:00 p.m. New York time 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 a 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 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 the Prime Rate,
adjusted as of the date of each change, plus three percentage points, but in
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 a 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 a 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 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 90 days) 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, 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 a 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
retain its Master Servicing Fee or 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 shall be entitled to the Master Servicing Fee with respect
to
each Mortgage Loan. The Master Servicer will also 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 |
Obligations
of the Master Servicer in Respect of Prepayment Interest
Shortfalls.
|
In
the
event of a Prepayment Interest Shortfall, the Master Servicer shall remit to
the
Trust Administrator, from its own funds and without right of reimbursement
(except as described below), not later than the related Distribution Date,
Compensating Interest in an amount equal to the lesser of (i) the aggregate
amounts in respect of Compensating Interest required to be paid by the Servicer
pursuant to Section 3.24 with respect to Prepayment Interest Shortfalls
attributable to Principal Prepayments in full on the Mortgage Loans for the
related Distribution Date and not so paid by the Servicer and (ii) the aggregate
compensation payable to the Master Servicer for the related collection period
under this Agreement. In the event the Master Servicer pays any amount in
respect of such Compensating Interest prior to the time it shall have succeeded
as successor servicer, the Master Servicer shall be subrogated to the Trust
Fund’s right to receive such amount from the Servicer. In the event the Trust
Fund receives from the Servicer all or any portion of amounts in respect of
Compensating Interest required to be paid by the Servicer pursuant to Section
3.24, not so paid by the Servicer when required, and paid by the Master Servicer
pursuant to this Section 3A.10, then the Master Servicer may reimburse
itself for the amount of Compensating Interest paid by the Master Servicer
from
such receipts by the Trust Fund.
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 or made by the Master Servicer (unless, in the case of the Master
Servicer, such amounts are deposited by the Master Servicer directly into the
Distribution Account);
(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) the Master Servicing Fee, (B)
late payment charges or assumption, tax service, statement account or payoff,
substitution, satisfaction, release and other like fees and charges and (C)
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) (a)
to
pay to the Master Servicer any unpaid Master Servicing Fees and (b) 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
withdraw any amount deposited in the Distribution Account in error;
and
(xiv) 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 and the Master Servicer shall deposit in the Distribution Account any
Compensating Interest required to be paid, in either such case 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,
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:
On
each
Distribution Date, the Interest Remittance Amount shall be distributed to the
Certificateholders in the following order of priority:
(i) concurrently,
to the Holders of the Class A Certificates, on a pro
rata
basis
based on the entitlement of each such Class, the Senior Interest Distribution
Amount allocable to the Class A Certificates; provided, however, if on any
distribution date the Interest Remittance Amount is not sufficient to distribute
the Senior Interest Distribution Amount allocable to the Class A-1A
Certificates, the Class A-3A Certificates, the Class A-4A Certificates or the
Class A-5A Certificates, amounts otherwise distributable to the Class A-1B
Certificates, the Class A-3B Certificates, the Class A-4B Certificates or the
Class A-5B Certificates, as applicable, will be distributed to the Class A-1A
Certificates, the Class A-3A Certificates, the Class A-4A Certificates or the
Class A-5A Certificates as part of the Senior Interest Distribution Amount;
and
(ii) sequentially,
to the Holders of the Class X-0, Xxxxx X-0, Class M-3 and Class M-4
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 Principal Distribution Amount shall be distributed in the
following order of priority:
(i) to
the
Holders of the Class A Certificates (allocated among the Class A Certificates
in
the priority described below), until the Certificate Principal Balances of
such
Classes have been reduced to zero; and
(ii) sequentially,
to the Holders of the Class X-0, Xxxxx X-0, Class M-3 and Class M-4
Certificates, in that order, until the Certificate Principal Balances of such
Classes have been reduced to zero.
(II) On
each
Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
Event is not in effect, the Principal Distribution Amount shall be distributed
in the following order of priority:
(i) to
the
Holders of the Class A Certificates (allocated among the Class A Certificates
in
the priority described below), the Senior Principal Distribution Amount, until
the Certificate Principal Balances of such Classes have been reduced to zero;
(ii) 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;
(iii) 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;
(iv) 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; and
(v) 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.
With
respect to the Class A Certificates, all principal distributions will be
distributed sequentially, first, to the Holders of the Class A-5 Certificates
(on a pro
rata
basis
based on the Certificate Principal Balance of each such Class, or in the case
of
the final Distribution Date, sequentially, to the Class A-5A Certificates and
the Class A-5B Certificates, in that order, until the Certificate Principal
Balance of each such Class has been reduced to zero), the Lockout Distribution
Percentage of such principal distributions, until the Certificate Principal
Balances of the Class A-5 Certificates have been reduced to zero; second, to
the
Class A-1 Certificates (on a pro
rata
basis
based on the Certificate Principal Balance of each such Class, or in the case
of
the final Distribution Date, sequentially, to the Class A-1A Certificates and
the Class A-1B Certificates, in that order, until the Certificate Principal
Balance of each such Class has been reduced to zero), until the Certificate
Principal Balances of the Class A-1 Certificates have been reduced to zero;
third, to the Class A-2 Certificates, until the Certificate Principal Balance
of
the Class A-2 Certificates has been reduced to zero; fourth, to the Class A-3
Certificates (on a pro
rata
basis
based on the Certificate Principal Balance of each such Class, or in the case
of
the final Distribution Date, sequentially, to the Class A-3A Certificates and
the Class A-3B Certificates, in that order, until the Certificate Principal
Balance of each such Class has been reduced to zero), until the Certificate
Principal Balances of the Class A-3 Certificates have been reduced to zero;
fifth, to the Class A-4 Certificates (on a pro
rata
basis
based on the Certificate Principal Balance of each such Class, or in the case
of
the final Distribution Date, sequentially, to the Class A-4A Certificates and
the Class A-4B Certificates, in that order, until the Certificate Principal
Balance of each such Class has been reduced to zero), until the Certificate
Principal Balances of the Class A-4 Certificates have been reduced to zero;
and
sixth, to the Class A-5 Certificates (on a pro
rata
basis
based on the Certificate Principal Balance of each such Class, or in the case
of
the final Distribution Date, sequentially, to the Class A-5A Certificates and
the Class A-5B Certificates, in that order, until the Certificate Principal
Balance of each such Class has been reduced to zero), until the Certificate
Principal Balances of the Class A-5 Certificates have been reduced to zero,
provided, however, on any Distribution Date on which the aggregate Certificate
Principal Balance of the Subordinate Certificates has been reduced to zero,
principal distributions will be distributed concurrently, to the Class A
Certificates, on a pro
rata
basis,
based on the Certificate Principal Balance of each such Class, until their
respective Certificate Principal Balances have been reduced to
zero.
(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 Principal Distribution Amount;
(ii) concurrently,
to the holders of the Class A-1B Certificates, the Class A-3B Certificates,
the
Class A-4B Certificates and the Class A-5B Certificates (on a pro
rata
basis
based on the entitlement of each such class), 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 X-0, Xxxxx X-0, Class M-3 and Class M-4
Certificates, in that order, in each case, in an amount equal to the Interest
Carry Forward Amount allocable to such Class of Certificates;
(iv) sequentially
to the Holders of the Class X-0, Xxxxx X-0, Class M-3 and Class M-4
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;
(v) to
the
Net WAC Rate Carryover Reserve Account, any Net WAC Rate Carryover Amounts
for
the Floating Rate Certificates and the Fixed Rate Certificates, after taking
into account amounts, if any, received under the Basis Risk Cap Agreements
for
such Distribution Date;
(vi) to
the
Holders of the Class CE Certificates, (a) the Interest Distribution Amount
and
any Overcollateralization Reduction Amount for such Distribution Date and (b)
on
any Distribution Date on which the aggregate Certificate Principal Balance
of
the Floating Rate Certificates and the Fixed Rate Certificates have been reduced
to zero, any remaining amounts in reduction of the Certificate Principal Balance
of the Class CE Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; and
(vii) 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) 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) to
the
Holders of the Class A-1 Certificates (on a pro
rata
basis
based on the related Net WAC Carryover Amount for each such Class), any amounts
received under the Class A-1 Basis Risk Cap Agreement, up to an amount equal
to
the Net WAC Carryover Amount for the Class A-1 Certificates;
(ii) to
the
Holders of the Class A-2 Certificates, any amounts received under the Class
A-2
Basis Risk Cap Agreement, up to an amount equal to the Net WAC Carryover Amount
for the Class A-2 Certificates;
(iii) concurrently,
to the Class A Certificates, any remaining Net WAC Rate Carryover Amounts first,
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
(iv) sequentially,
to the Class X-0, Xxxxx X-0, Class M-3 and Class M-4 Certificates, in that
order, the related Net WAC Rate Carryover Amount.
(5)
On
each Distribution Date, the following amounts, in the following order of
priority, shall be distributed by REMIC I to REMIC II on account of the REMIC
I
Regular Interests or withdrawn from the Distribution Account and distributed
to
the holders of the Class R-I Interest, as the case may be:
(i) to
Holders of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1A,
REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2, REMIC I
Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular
Interest I-LTA4A, REMIC I Regular Interest I-LTA4B, REMIC I Regular Interest
I-LTA5A, REMIC I Regular Interest I-LTA5B, REMIC I Regular Interest I-LTM1,
REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
Regular Interest I-LTM4, REMIC I Regular Interest I-LTZZ and REMIC I Regular
Interest I-LTP, in an amount equal to (A) the Uncertificated Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates. Amounts payable as Uncertificated Interest in
respect of REMIC I Regular Interest I-LTZZ shall be reduced when the sum of
the
REMIC I Overcollateralized Amount is less than the REMIC I Required
Overcollateralized Amount, by the lesser of (x) the amount of such difference
and (y) the Maximum I-LTZZ Uncertificated Interest Deferral Amount and such
amounts will be payable to the Holders of REMIC I Regular Interest I-LTA1A,
REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2, REMIC I
Regular Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular
Interest I-LTA4A, REMIC I Regular Interest I-LTA4B, REMIC I Regular Interest
I-LTA5A, REMIC I Regular Interest I-LTA5B, REMIC I Regular Interest I-LTM1,
REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3 and REMIC
I
Regular Interest I-LTM4, in the same proportion as the Overcollateralization
Increase Amount is allocated to the Corresponding Certificates and the
Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be increased
by
such amount;
(ii) to
the
Holders of REMIC I Regular Interests, in an amount equal to the remainder 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 to the Holders of REMIC I Regular Interest I-LTAA, until the
Uncertificated Balance of such REMIC I Regular Interest is reduced to
zero;
(b) 2.00%
of
such remainder first, to the Holders of REMIC I Regular Interest I-LTA1A, REMIC
I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2, REMIC I Regular
Interest I-LTA3A, REMIC I Regular Interest I-LTA3B, REMIC I Regular Interest
I-LTA4A, REMIC I Regular Interest I-LTA4B, REMIC I Regular Interest I-LTA5A,
REMIC I Regular Interest I-LTA5B, REMIC I Regular Interest I-LTM1, REMIC I
Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3 and REMIC I Regular
Interest I-LTM4, and in the same proportion as principal payments are allocated
to the Corresponding Certificates, until the Uncertificated Balances of such
REMIC I Regular Interests are reduced to zero and second, to the Holders of
REMIC I Regular Interest I-LTZZ, until the Uncertificated Balance of such REMIC
I Regular Interest is reduced to zero;
(c) to
the
Holders of REMIC I Regular Interest I-LTP, on the Distribution Date immediately
following the expiration of the latest Prepayment Charge as identified on the
Prepayment Charge Schedule or any Distribution Date thereafter until $100 has
been distributed pursuant to this clause;
(iii) any
remaining amount to the Holders of the Class R Certificates (as Holder of the
Class R-I Interest).
(b) On
each
Distribution Date, the Trust Administrator shall withdraw any amounts then
on
deposit in the Distribution Account that represent Prepayment Charges collected
by the Servicer or any Sub-Servicer 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.
(c) All
distributions made with respect to each Class of Certificates on each
Distribution Date shall be allocated pro
rata
among
the outstanding Certificates in such Class based on their respective Percentage
Interests. Distributions 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 Master
Servicer, the Trust Administrator, the Depositor or the Servicer shall have
any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(d) The
rights of the Certificateholders to receive distributions in respect of the
Certificates, and all interests of the Certificateholders in such distributions,
shall be as set forth in this Agreement. None of the Holders of any Class of
Certificates, the Depositor, the Trustee, the Master Servicer, the Trust
Administrator or the Servicer shall in any way be responsible or liable to
the
Holders of any other Class of Certificates in respect of amounts properly
previously distributed on the Certificates.
(e) Except
as
otherwise provided in Section 9.01, whenever the Trust Administrator expects
that the final distribution with respect to any Class of Certificates will
be
made on the next Distribution Date, the Trust Administrator shall, no later
than
five days after the latest related Determination Date, mail on such date to
each
Holder of such Class of Certificates a notice to the effect that:
(i) the
Trust
Administrator expects that the final distribution with respect to such Class
of
Certificates will be made on such Distribution Date, but only upon presentation
and surrender of such Certificates at the office of the Trust Administrator
therein specified, and
(ii) no
interest shall accrue on such Certificates from and after the end of the related
Interest Accrual Period.
(iii) Any
funds
not distributed to any Holder or Holders of Certificates of such Class on such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust by the
Trust Administrator and credited to the account of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given
pursuant to this Section 4.01(e) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trust Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order
to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trust Administrator shall, directly or through an agent,
mail
a final notice to remaining non-tendering Certificateholders concerning
surrender of their Certificates and shall continue to hold any remaining funds
for the benefit of non-tendering Certificateholders. The costs and expenses
of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets remaining in such trust fund. If within one year
after
the final notice any such Certificates shall not have been surrendered for
cancellation, the Trust Administrator shall pay to Citigroup Global Markets
Inc.
all such amounts, and all rights of non-tendering Certificateholders in or
to
such amounts shall thereupon cease. No interest shall accrue or be payable
to
any Certificateholder on any amount held in trust by the Trust Administrator
as
a result of such Certificateholder’s failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 4.01(e). 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 to each Holder of the Regular Certificates a statement as to the
distributions made on such Distribution Date setting forth:
(i) the
amount of the distribution made on such Distribution Date to the Holders of
Certificates of each such Class allocable to principal and the amount of the
distribution made on such Distribution Date to the Holders of the Class P
Certificates allocable to Prepayment Charges;
(ii) the
amount of the distribution made on such Distribution Date to the Holders of
Certificates of each such Class allocable to interest;
(iii) the
aggregate amount of P&I Advances for such Distribution Date;
(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 or the Master Servicer pursuant to Section 3A.10;
(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 Basis Risk Cap Agreements and the amount distributed
to
the Floating Rate Certificates from payments made under the Basis Risk
Agreements; and
(xxviii) the
Significance Percentage for such 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 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 Basis Risk Cap Agreements. 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 Cap Provider as required by Item 1115 of Regulation
AB.
SECTION 4.03 |
Remittance
Reports; P&I Advances.
|
(a) No
later
than the 10th
day of
each calendar month, 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 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 advice 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). 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.
(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 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 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.
By
2:00
p.m. New York time on the Servicer Remittance Date, the Servicer shall remit
in
immediately available funds to the Trust Administrator for deposit in the
Distribution Account an amount equal to the aggregate amount of P&I
Advances, if any, to be made in respect of the Mortgage Loans for the related
Distribution Date either (i) from its own funds or (ii) from the Collection
Account, to the extent of funds held therein for future distribution (in which
case it will cause to be made an appropriate entry in the records of the
Collection Account that amounts held for future distribution have been, as
permitted by this Section 4.03, used by the Servicer in discharge of any such
P&I Advance) or (iii) in the form of any combination of (i) and (ii)
aggregating the total amount of P&I Advances to be made by the Servicer with
respect to the Mortgage Loans. Any amounts held for future distribution used
by
the Servicer to make a P&I Advance as permitted in the preceding sentence
shall be appropriately reflected in the Servicer’s records and replaced by the
Servicer by deposit in the Collection Account on or before any future Servicer
Remittance Date to the extent that the Available Distribution Amount for the
related Distribution Date (determined without regard to P&I Advances to be
made on the Servicer Remittance Date) shall be less than the total amount that
would be distributed to the Certificateholders pursuant to Section 4.01 on
such
Distribution Date if such amounts held for future distributions had not been
so
used to make P&I Advances. The Trust Administrator will provide notice to
the Servicer 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 Master Servicer or (if the Master
Servicer is the Servicer) the Trustee (in its respective capacity as successor
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 Master Servicer’s or the Trustee’s (or other successor servicer’s)
determination of recoverability. None of the Master Servicer, the Servicer
or
the Trustee (or other successor 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 Master Servicer (or other successor 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
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 Certificates for the related Interest
Accrual Period; second, to the Class CE Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; third, to the Class M-4
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fourth, to the Class M-3 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; fifth, to the Class M-2 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; and
sixth, to the Class M-1 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero.
All
Realized Losses to be allocated to the Certificate Principal Balances of all
Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above
to
the Certificate Principal Balance of any Class of Certificates shall be to
the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each
case
to be allocated to such Class of Certificates, on such Distribution
Date.
Any
allocation of Realized Losses to a Mezzanine Certificate on any Distribution
Date shall be made by reducing the Certificate Principal Balance thereof by
the
amount so allocated and any allocation of Realized Losses to a Class CE
Certificates shall be made by reducing the amount otherwise payable in respect
thereof pursuant to Section 4.01(a)(3). No allocations of any Realized Losses
shall be made to the Certificate Principal Balances of the Class A Certificates
or the Class P Certificates.
(c) All
Realized Losses on the Mortgage Loans shall be allocated by the Trust
Administrator on each Distribution Date to the following REMIC I Regular
Interests in the specified percentages, as follows: first, to the Uncertificated
Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM4
and
REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest I-LTM4 has been reduced
to
zero; second, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA,
REMIC I Regular Interest I-LTM3 and REMIC I Regular Interest I-LTZZ, 98%, 1%
and
1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM3 has been reduced to zero; third, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM2 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM2 has been reduced to zero and fourth, to
the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM1 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM1 has been reduced to zero.
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-OPX1.”
(b) On
each
Distribution Date, the Trust Administrator has been directed by the Class CE
Certificateholders to, and therefore shall, deposit into the Net WAC Rate
Carryover Reserve Account, any Net WAC Rate Carryover Amounts for such
Distribution Date, rather than distributing such amounts to the Class CE
Certificateholders. In addition, any payments received by the Trust
Administrator under the Basis Risk Cap Agreements on each Distribution Date
will
be deposited into the Net WAC Rate Carryover Reserve Account. 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 the Fixed 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 and the Fixed Rate
Certificates in the amounts and priorities set forth in Section
4.01(g).
On
each
Distribution Date, after the payment of any Net WAC Rate Carryover Amounts
on
the Floating Rate Certificates and the Fixed Rate Certificates, any amounts
remaining in the Net WAC Rate Carryover Reserve Account (solely to the extent
of
payments received by the Trust Administrator under the Basis Risk Cap
Agreements), shall be payable to the Trust Administrator as additional
compensation to it, subject to the immediately following paragraph. For so
long
as any Floating Rate Certificates are beneficially owned by the Depositor or
any
of its Affiliates, the Depositor shall refund or cause such Affiliate to refund
any amounts paid to it under the Basis Risk Cap Agreements to the Trust
Administrator who shall, pursuant to the terms of the Basis Risk Cap Agreements,
return such amount to the counterparty thereunder.
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
disregarded as an entity separate from the Holder of the Class CE Certificates
unless and until the date when either (a) there is more than one Class CE
Certificateholder or (b) any Class of Certificates in addition to the Class
CE
Certificates is recharacterized as an equity interest in the Net WAC Rate
Carryover Reserve Account for federal income tax purposes, in which case it
is
the intention of the parties hereto that, for federal and state income and
state
and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
treated as a partnership. If the Net WAC Rate Carryover Reserve Account becomes
characterized as a partnership for federal income tax purposes, the Trust
Administrator shall (i) obtain, or cause to be obtained, a taxpayer
identification number for the Net WAC Rate Carryover Reserve Account and (ii)
prepare and file, or cause to be prepared and filed, any necessary federal,
state or local tax returns for the Net WAC Rate Carryover Reserve Account.
All
amounts deposited into the Net WAC Rate Carryover Reserve Account (other than
amounts received under the Basis Risk Cap Agreements) shall be treated as
amounts distributed by REMIC II to the Holder of the Class CE Interest and
by
REMIC III to the Holder of the Class CE Certificates. The Net WAC Rate Carryover
Reserve Account will be an “outside reserve fund” within the meaning of Treasury
Regulation Section 1.860G-2(h). Upon the termination of the Trust Fund, or
the
payment in full of the Floating Rate Certificates and Fixed Rate Certificates,
all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account
shall be released by the Trust Fund and distributed to the Class CE
Certificateholders or their designees. The Net WAC Rate Carryover Reserve
Account shall be part of the Trust Fund but not part of any Trust REMIC and
any
payments to the Holders of the Floating Rate Certificates and the Fixed Rate
Certificates of Net WAC Rate Carryover Amounts will not be payments with respect
to a “regular interest” in a REMIC within the meaning of Code Section
860(G)(a)(1).
(d) By
accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees
to direct the Trust Administrator, and the Trust Administrator is hereby is
directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts
described above on each Distribution Date rather than distributing such amounts
to the Class CE Certificateholders. By accepting a Class CE Certificate, each
Class CE Certificateholder further agrees that such direction is given for
good
and valuable consideration, the receipt and sufficiency of which is acknowledged
by such acceptance.
(e) All
amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain
uninvested.
(f) For
federal tax return and information reporting, the value of the right of the
holder of the Class A-1 Certificates to receive payments from the Net WAC
Reserve Fund shall be $25,000, the value of the right of the holder of the
Class
A-2 Certificates to receive payments from the Net WAC Reserve Fund shall be
$18,000, and the amount allocated to the right of the holders of the Fixed
Rate
Certificates to receive payments from the Net WAC Reserve Fund in respect of
any
Net WAC Rate Carryover Amount shall be zero.
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 (except for the Servicer, but subject to the limitations
set
forth in the second paragraph of Section 3.21(c)), 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
(except for the Servicer, but subject to the limitations set forth in the second
paragraph of Section 3.21(c)), 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
its officers, directors and affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon
(i) 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 or any Servicing
Function Participant engaged by the Servicer pursuant to Section 3.20, any
Assessment of Compliance delivered by the Servicer or any Servicing Function
Participant engaged by the Servicer pursuant to Section 3.21 or the Back-up
Certification delivered by the Servicer or any Servicing Function Participant
engaged by the Servicer pursuant to this Section 4.07.
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 |
Collateral
Account.
|
The
Trust
Administrator
is
hereby directed to perform the obligations of the Custodian as defined under
the
Basis Risk Cap Credit Support Annex (the “Basis Risk Cap Custodian”). On or
before the Closing Date, the Basis Risk Cap Custodian shall establish a Basis
Risk Cap Collateral Account. The Basis Risk Cap Collateral Account shall be
held
in the name of the Basis Risk Cap Custodian in trust for the benefit of the
Certificateholders. The Basis Risk Cap Collateral Account must be an Eligible
Account and shall be titled “Basis Risk Cap Collateral Account, Xxxxx Fargo
Bank, N.A., as Basis Risk Cap Custodian for registered Certificateholders of
Citigroup Mortgage Loan Trust 2007-OPX1, Asset-Backed Pass-Through Certificates,
Series 2007-OPX1.”
The
Basis
Risk Cap Custodian shall credit to the Basis Risk Cap Collateral Account all
collateral (whether in the form of cash or securities) posted by the Basis
Risk
Cap Provider to secure the obligations of the Basis Risk Cap Provider in
accordance with the terms of the Basis Risk Cap Agreements. Except for
investment earnings, the Basis Risk Cap Provider shall not have any legal,
equitable or beneficial interest in the Basis Risk Cap Collateral Account other
than in accordance with this Agreement, the Basis Risk Cap Agreements and
applicable law. The Basis Risk Cap Custodian shall maintain and apply all
collateral and earnings thereon on deposit in the Basis Risk Cap Collateral
Account in accordance with Basis Risk Cap Credit Support Annex.
Cash
collateral posted by the Basis Risk Cap Provider in accordance with the Basis
Risk Cap Credit Support Annex shall be invested at the written direction of
the
Basis Risk Cap Provider in Permitted Investments in accordance with the
requirements of the Basis Risk Cap Credit Support Annex. All amounts earned
on
amounts on deposit in the Basis Risk Cap Collateral Account (whether cash
collateral or securities) shall be for the account of and taxable to the Basis
Risk Cap Provider. In no event shall the Basis Risk Cap Custodian be liable
for
the selection of Permitted Investments or for investment losses incurred
thereon.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined in
the
Basis Risk Cap Agreements) with respect to the Basis Risk Cap Provider or upon
occurrence or designation of an Early Termination Date (as defined in the Basis
Risk Cap Agreements) as a result of any such Event of Default or Specified
Condition with respect to the Basis Risk Cap Provider, and, in either such
case,
unless the Basis Risk Cap Provider has paid in full all of its Obligations
(as
defined in the Basis Risk Cap Credit Support Annex) that are then due, then
any
collateral posted by the Basis Risk Cap Provider in accordance with the Basis
Risk Cap Credit Support Annex shall be applied to the payment of any Obligations
due to Party B (as defined in the Basis Risk Cap Agreements) in accordance
with
the Basis Risk Cap Credit Support Annex. Any excess amounts held in such Basis
Risk Cap Collateral Account after payment of all amounts owing to Party B under
the Basis Risk Cap Agreements shall be withdrawn from the Basis Risk Cap
Collateral Account and paid to the Basis Risk Cap Provider in accordance with
the Basis Risk Cap Credit Support Annex.
SECTION 4.09 |
Rights
and Obligations Under the Basis Risk Cap
Agreements.
|
In
the
event that the Basis Risk Cap Provider fails to perform any of its obligations
under the Basis Risk Cap Agreements (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 Basis Risk Cap Agreements) occurs with respect to the Basis Risk Cap
Agreements, the Trust Administrator shall, promptly following actual knowledge
of such failure, breach or event, notify the Depositor and send any notices
and
make any demands required to enforce the rights of the Trust under the Basis
Risk Cap Agreements.
In
the
event that the Basis Risk Cap Provider’s obligations are guaranteed by a third
party under a guaranty relating to the Basis Risk Cap Agreements (such guaranty
the “Guaranty” and such third party the “Guarantor”), then to the extent that
the Basis Risk 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 Basis Risk
Cap
Agreements, the Trust Administrator shall, promptly following actual knowledge
of the Basis Risk Cap Provider’s failure to pay, demand that the Guarantor make
any and all payments then required to be made by the Guarantor pursuant to
such
Guaranty; provided, that the Trust Administrator shall in no event be liable
for
any failure or delay in the performance by the Basis Risk Cap Provider or any
Guarantor of its obligations hereunder or pursuant to the Basis Risk Cap
Agreements and the Guaranty, nor for any special, indirect or consequential
loss
or damage of any kind whatsoever (including but not limited to lost profits)
in
connection therewith.
Upon
an
early termination of the Basis Risk Cap Agreements other than in connection
with
the optional termination of the Trust, the Trust Administrator will, at the
direction of the Depositor and with the cooperation of the Depositor, use
reasonable efforts to appoint a successor basis risk cap provider to enter
into
new basis risk cap agreements on terms substantially similar to the Basis Risk
Cap Agreements, with a successor basis risk cap provider meeting all applicable
eligibility requirements. If the Trust Administrator receives a termination
payment from the Basis Risk Cap Provider in connection with such early
termination, the Trust Administrator will apply such termination payment to
any
upfront payment required to appoint the successor basis risk cap provider.
If
the Trust Administrator is required to pay a termination payment to the Basis
Risk Cap Provider in connection with such early termination, the Trust
Administrator will apply any upfront payment received from the successor basis
risk cap provider to pay such termination payment.
If
the
Trust Administrator is unable to appoint a successor basis risk cap provider
within 30 days of the early termination, then the Trust Administrator will
deposit any termination payment received from the original Basis Risk 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 by the original Basis Risk Cap Provider
calculated in accordance with the terms of the original Basis Risk Cap
Agreements, and distribute such amount in accordance with the terms of Section
4.06.
Upon
an
early termination of the Basis Risk Cap Agreements in connection with the
optional termination of the Trust, if the Trust Administrator receives a
termination payment from the Basis Risk Cap Provider, such termination payment
will be distributed in accordance with Section 4.06.
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-1A
through A-13. 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 a 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.
SECTION 5.02 |
Registration
of Transfer and Exchange of
Certificates.
|
(a) The
Trust
Administrator shall cause to be kept at one of the offices or agencies to be
appointed by the Trust Administrator in accordance with the provisions of
Section 8.12 a Certificate Register for the Certificates in which, subject
to
such reasonable regulations as it may prescribe, the Trust Administrator shall
provide for the registration of Certificates and of transfers and exchanges
of
Certificates as herein provided.
(b) No
transfer of any Private Certificate shall be made unless that transfer is made
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the “1933 Act”), and effective registration or qualification
under applicable state securities laws, or is made in a transaction that does
not require such registration or qualification. In the event that such a
transfer of a Private Certificate is to be made without registration or
qualification (other than in connection with (i) the initial transfer of any
such Certificate by the Depositor to an Affiliate of the Depositor or, in the
case of the Residual Certificates, the first transfer by an Affiliate of the
Depositor, (ii) the transfer of any such Class CE, Class P or Residual
Certificate to the issuer under the Indenture or the indenture trustee or
indenture trustee administrator under the Indenture or (iii) a transfer of
any
such Class CE, Class P or Residual Certificate from the issuer under the
Indenture or the indenture trustee or indenture trustee administrator under
the
Indenture to the Depositor or an Affiliate of the Depositor), the 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.
No
transfer of any Class CE Certificate shall be made unless the transferee of
such
Class CE Certificate provides to the Trust Administrator and the Basis Risk
Cap
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 thereto)) as a
condition to such transfer and agrees to update such forms (i) upon expiration
of any such form, (ii) as required under then applicable U.S. Treasury
Regulations and (iii) promptly upon learning that any IRS Form W-9 or IRS Form
W-8BEN, W-8IMY or W-8ECI, as applicable (or any successor thereto)), has become
obsolete or incorrect. In addition, no transfer of any Class CE Certificate
shall be made if such transfer would cause the Net WAC Rate Carryover Reserve
Account to be beneficially owned by two or more persons for federal income
tax
purposes, or continue to be so treated, unless (a) each proposed transferee
of
such Class CE Certificate complies 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) provides, or causes to be provided,
on
behalf of the Net WAC Rate Carryover Reserve Account the appropriate tax
certification form that would be required from the Net WAC Rate Carryover
Reserve Account to eliminate any withholding or deduction for taxes from amounts
payable by the Basis Risk Cap Provider pursuant to the Basis Risk Cap Agreements
to the Trust Administrator and the Basis Risk Cap Provider on behalf of the
Net
WAC Rate Carryover Reserve Account (i.e. IRS Form W-9 or IRS Form W-8BEN, W-9IMY
or W-8ECI, as applicable (or any successor form thereto) as a condition to
such
transfer, together with any applicable attachments) and (B) agrees to update
such form (x) upon the expiration of any such form, (y) as required under then
applicable U.S. Treasury regulations and (z) promptly upon learning that such
form has become obsolete or incorrect.
Upon
receipt of any such tax certification form from a transferee of any Class CE
Certificate pursuant to the immediately preceding paragraph, the Trust
Administrator shall provide a copy of any such tax certification form to the
Basis Risk Cap Provider, upon its request, solely to the extent the Basis Risk
Cap 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 Basis Risk Cap Provider, the Trust Administrator shall
be required to forward any tax certification received by it to the Basis Risk
Cap Provider at the last known address provided to it, and, subject to Section
8.01, shall not be liable for the receipt of such tax certification by the
Basis
Risk Cap Provider, nor any action taken or not taken by the Basis Risk Cap
Provider with respect to such tax certification. Any purported sales or
transfers of any Class CE Certificate to a transferee which does not comply
with
the requirements of the preceding paragraph shall be deemed null and void under
this Agreement. The 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 Basis Risk Cap
Provider.
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 Class CE Certificate, Class P Certificate or Residual Certificate
or any interest therein shall be made to any Plan, 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, (i) 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
Trustee, the Master Servicer, 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 Master Servicer, the Trustee, the Trust Administrator or the Trust Fund.
Neither a certification nor an Opinion of Counsel will be required in connection
with (i) the initial transfer of any such Certificate by the Depositor to an
Affiliate of the Depositor or, in the case of the Residual Certificates, the
first transfer by an Affiliate of the Depositor, (ii) the transfer of any such
Class CE, Class P or Residual Certificate to the issuer under the Indenture
or
the indenture trustee under the Indenture or (iii) a transfer of any such Class
CE, Class P or Residual Certificate from the issuer under the Indenture or
the
indenture trustee under the Indenture to the Depositor or an Affiliate of the
Depositor (in which case, the Depositor or any Affiliate thereof shall have
deemed to have represented that such Affiliate is not a Plan or a Person
investing Plan Assets) and the Trust Administrator shall be entitled to
conclusively rely upon a representation (which, upon the request of the Trust
Administrator, shall be a written representation) from the Depositor of the
status of such transferee as an affiliate of the Depositor.
Each
beneficial owner of a Mezzanine Certificate or any interest therein shall be
deemed to have represented, by virtue of its acquisition or holding of that
certificate or interest therein, that either (i) it is not a Plan investor,
(ii)
for Mezzanine Certificates, it has acquired and is holding such Mezzanine
Certificate in reliance on Prohibited Transaction Exemption (“PTE”) 91-23, as
amended by XXX 00-00, XXX 0000-00 and PTE 2002-41 (the “Underwriters’
Exemption”), and that it understands that there are certain conditions to the
availability of the Underwriters’ Exemption, including that such Mezzanine
Certificate must be rated, at the time of purchase, not lower than “BBB-” (or
its equivalent) by S&P, Xxxxx’x or Fitch and the Certificates are 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
Class CE Certificate, Class P Certificate, Residual 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 two separate Certificates, each representing such
Holder’s respective Percentage Interest in the Class R-I Interest and the Class
R-II Interest that was evidenced by the Class R Certificate being exchanged
and
(ii) with respect to each Class R-X Certificate, the Holder thereof may
exchange, in the manner described above, such Class R-X Certificate for two
separate Certificates, each representing such Holder’s respective Percentage
Interest in the Class R-III Interest and the Class R-IV Interest, respectively,
in each case that was evidenced by the Class R-X Certificate being
exchanged.
(f) No
service charge to the Certificateholders shall be made for any transfer or
exchange of Certificates, but the Trust Administrator may require payment of
a
sum sufficient to cover any tax or governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
(g) All
Certificates surrendered for transfer and exchange shall be canceled and
destroyed by the Trust Administrator in accordance with its customary
procedures.
SECTION 5.03 |
Mutilated,
Destroyed, Lost or Stolen
Certificates.
|
If
(i)
any mutilated Certificate is surrendered to the Trust Administrator, or the
Trust Administrator receive evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Trustee
and
the Trust Administrator such security or indemnity as may be required by them
to
save each of them harmless, then, in the absence of actual knowledge by the
Trust Administrator that such Certificate has been acquired by a bona fide
purchaser, the Trust Administrator shall execute, authenticate and deliver,
in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and of like denomination and
Percentage Interest. Upon the issuance of any new Certificate under this
Section, the Trust Administrator may require the payment of a sum sufficient
to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trust
Administrator) connected therewith. Any replacement Certificate issued pursuant
to this Section shall constitute complete and indefeasible evidence of ownership
in the applicable REMIC created hereunder, as if originally issued, whether
or
not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.04 |
Persons
Deemed Owners.
|
The
Depositor, the 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 SERVICER
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 Class A Certificates and the Mezzanine Certificates in
effect immediately prior to such merger or consolidation will not be qualified,
reduced or withdrawn as a result thereof (as evidenced by a letter to such
effect from the Rating Agencies).
SECTION 6.03 |
Limitation
on Liability of the Depositor, the Master Servicer, the Servicer
and
Others.
|
None
of
the Depositor, the Master Servicer, the Servicer (and any Sub-Servicer) or
any
of the directors, officers, employees or agents of the Depositor, the Master
Servicer or the Servicer (and any Sub-Servicer) shall be under any liability
to
the Trust Fund or the Certificateholders for any action taken or for refraining
from the taking of any action in good faith pursuant to this Agreement or the
related Sub-Servicing Agreement, as applicable, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Master Servicer, the Servicer (and any Sub-Servicer) or any such person against
any breach of warranties, representations or covenants made herein, or against
any specific liability imposed on the Servicer (and any Sub-Servicer) pursuant
hereto or the related Sub-Servicing Agreement, as applicable, or against any
liability which would otherwise be imposed by reason of willful misfeasance,
bad
faith or negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder or the related Sub-Servicing
Agreement, as applicable. The Depositor, the Master Servicer, the Servicer
(and
any Sub-Servicer) and any director, officer, employee or agent of the Depositor,
the Master Servicer or the Servicer may rely in good faith on any document
of
any kind which, prima
facie,
is
properly executed and submitted by any Person respecting any matters arising
hereunder or the related Sub-Servicing Agreement, as applicable.
The
Depositor, the Master Servicer, the Servicer (and any Sub-Servicer) and any
director, officer, employee or agent of the Depositor, the Master Servicer
or
the Servicer (and any Sub-Servicer) shall be indemnified and held harmless
by
the Trust Fund against (i) any loss, liability or expense incurred in connection
with any legal action relating to this Agreement or the Certificates (except
as
any such loss, liability or expense shall be otherwise reimbursable pursuant
to
this Agreement) or any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder
or
the related Sub-Servicing Agreement, as applicable, or by reason of reckless
disregard of obligations and duties hereunder or the related Sub-Servicing
Agreement, as applicable, and (ii) any breach of a representation or warranty
regarding the Mortgage Loans. None of the Depositor, the Master Servicer or
the
Servicer (and any Sub-Servicer) shall be under any obligation to appear in,
prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement or the related Sub-Servicing Agreement,
as applicable, and, in its opinion, does not involve it in any expense or
liability; provided, however, that each of the Depositor, the Master Servicer
and the Servicer (and any Sub-Servicer) may in its discretion undertake any
such
action which it may deem necessary or desirable with respect to this Agreement
or the related Sub-Servicing Agreement, as applicable, and the rights and duties
of the parties hereto or to the related Sub-Servicing Agreement, as applicable,
and the interests of the Certificateholders hereunder. In such event, unless
the
Depositor the Master Servicer or the Servicer (and any Sub-Servicer) acts
without the consent of Holders of Certificates entitled to at least 51% of
the
Voting Rights (which consent shall not be necessary in the case of litigation
or
other legal action by either to enforce their respective rights or defend
themselves hereunder or the related Sub-Servicing Agreement, as applicable),
the
legal expenses and costs of such action and any liability resulting therefrom
(except any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder
or
by reason of reckless disregard of obligations and duties hereunder or the
related Sub-Servicing Agreement, as applicable) shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor (subject to the limitations
set
forth above), the Master Servicer and the Servicer (and any Sub-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 or 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 or the Servicer
pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs
or
liabilities arising prior to such resignation or termination (or arising from
events that occurred prior to such resignation or termination).
SECTION 6.04 |
Limitation
on Resignation of the Servicer; 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 or (ii) with the written consent of the Trustee
and the Trust Administrator, which consent may not be unreasonably withheld,
with written confirmation from the Rating Agencies (which confirmation shall
be
furnished to the Depositor, the 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 has agreed to assume the duties and obligations of the
Servicer hereunder. Any such determination pursuant to clause (i) of the
preceding sentence permitting the resignation of the Servicer shall be evidenced
by an Opinion of Counsel to such effect obtained at the expense of the Servicer
and delivered to the Trustee, the Master Servicer, and the Trust Administrator.
No resignation of the Servicer shall become effective until the Master Servicer
or the Trustee, as applicable, in accordance with Section 7.02 hereof, or a
successor servicer shall have assumed the Servicer’s responsibilities, duties,
liabilities (other than those liabilities arising prior to the appointment
of
such successor) and obligations under this Agreement.
Except
as
expressly provided herein, the Servicer shall not assign or transfer any of
its
rights, benefits or privileges hereunder to any other Person, nor delegate
to or
subcontract with, nor authorize or appoint any other Person to perform any
of
the duties, covenants or obligations to be performed by the Servicer hereunder.
If, pursuant to any provision hereof, the duties of the Servicer are transferred
to a successor servicer, the entire amount of the Servicing Fee and other
compensation payable to the Servicer pursuant hereto shall thereafter be payable
to such successor servicer.
Notwithstanding
anything in this Section 6.04 to the contrary, the Servicer may pledge (or
assign under a repurchase agreement) all of its right, title and interest in,
to
and under this Agreement to one or more lenders selected by the Servicer. If
a
Servicer Event of Default described in Section 7.01(a) of this Agreement shall
occur, the servicing with respect to the related Mortgage Loans may be
transferred to a successor servicer satisfying the requirements of this
Agreement (including being acceptable to each of the Rating Agencies and the
Master Servicer), so long as the successor servicer agrees to be subject to
the
terms of this Agreement. A pledgee or assignee will have the right to select
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 (other than representation
2.05(b)(ix)), 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;
(vii) any
failure of the Servicer to make any P&I Advance on any Servicer Remittance
Date required to be made from its own funds pursuant to Section 4.03 which
continues unremedied until 5:00 p.m. New York time on first Business Day after
the date upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer by the Trust Administrator
or
the Trustee (in which case notice shall be provided by telecopy);
or
(viii) an
event
of default under any pledge or repurchase agreement that has been entered into
by the Servicer with one or more lenders selected by the Servicer.
If
a
Servicer Event of Default described in clauses (i) through (vi) and (viii)
of
this Section shall occur and be continuing, then, and in each and every such
case, so long as such Servicer Event of Default shall not have been remedied,
the Depositor, 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, and the Trustee or the Master Servicer shall, by notice
in
writing to the Servicer (and to the Depositor and the Trust Administrator if
given by the Trustee or to the Trustee and the Trust Administrator if given
by
the Depositor), terminate all of the rights and obligations of the Servicer
in
its capacity as a Servicer under this Agreement, to the extent permitted by
law,
and in and to the Mortgage Loans and the proceeds thereof.
If a
Servicer Event of Default described in clause (vii) hereof shall occur and
shall
not have been remedied during the applicable time period set forth in clause
(vii) above, the Trust Administrator shall, by notice in writing to the
Servicer, the Master Servicer and the Depositor, terminate all of the rights
and
obligations of the Servicer in its capacity as a 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 Master Servicer or (if the
Master Servicer is the Servicer) the Trustee pursuant to and under this Section
and, without limitation, the Master Servicer or the
Trustee, as applicable,
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 Master Servicer or the Trustee, as
applicable, 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
Master Servicer or the Trustee, as applicable, 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 Master Servicer
or the Trustee, as applicable, for administration by it of all cash amounts
which at the time shall be or should have been credited by the Servicer to
the
Collection Account held by or on behalf of the Servicer, the Distribution
Account or any REO Account or Servicing Account held by or on behalf of the
Servicer or thereafter be received with respect to the Mortgage Loans or any
REO
Property serviced by the Servicer (provided, however, that the Servicer shall
continue to be entitled to receive all amounts accrued or owing to it under
this
Agreement on or prior to the date of such termination, whether in respect of
P&I Advances or otherwise, and shall continue to be entitled to the benefits
of Section 6.03, notwithstanding any such termination, with respect to events
occurring prior to such termination). For purposes of this Section 7.01, the
Trustee and the Trust Administrator shall not be deemed to have knowledge of
a
Servicer Event of Default unless a Responsible Officer of the Trustee or the
Trust Administrator, as the case may be, assigned to and working in the
Trustee’s or the Trust Administrator’s Corporate Trust Office, as applicable,
has actual knowledge thereof or unless written notice of any event which is
in
fact such a Servicer Event of Default is received by the Trustee or the Trust
Administrator, as applicable, and such notice references the Certificates,
the
Trust Fund or this Agreement.
(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 |
Master
Servicer or Trustee to Act; Appointment of Successor
Servicer.
|
(a) On
and
after the time the Servicer receives a notice of termination, the Master
Servicer or (if the Master Servicer is the Servicer) the Trustee shall be the
successor in all respects to the Servicer in its capacity as Servicer under
this
Agreement, the Servicer shall not have the right to withdraw any funds from
the
Collection Account without the consent of the Master Servicer or the Trustee,
as
applicable, and the transactions set forth or provided for herein and shall
be
subject to all the responsibilities, duties and liabilities relating thereto
and
arising thereafter placed on the Servicer (except for any representations or
warranties of the Servicer under this Agreement, the responsibilities, duties
and liabilities contained in Section 2.03(c) and its obligation to deposit
amounts in respect of losses pursuant to Section 3.12) by the terms and
provisions hereof including, without limitation, the Servicer’s obligations to
make P&I Advances pursuant to Section 4.03; provided, however, that if the
Master Servicer or the Trustee, as applicable, is prohibited by law or
regulation from obligating itself to make advances regarding delinquent mortgage
loans, then the Master Servicer or the Trustee, as applicable, shall not be
obligated to make P&I Advances pursuant to Section 4.03; and provided
further, that any failure to perform such duties or responsibilities caused
by
the Servicer’s failure to provide information required by Section 7.01 shall not
be considered a default by the Master Servicer or the Trustee, as applicable,
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 90
days)
before the transition of servicing obligations is fully effective. As
compensation therefor, the Master Servicer or the Trustee, as applicable, shall
be entitled to the Servicing Fees and all funds relating to the Mortgage Loans
to which the Servicer would have been entitled if it had continued to act
hereunder (other than amounts which were due or would become due to the Servicer
prior to its termination or resignation). Notwithstanding the above, the Master
Servicer or the Trustee, as applicable, may, if it shall be unwilling to so
act,
or shall, if it is unable to so act or if it is prohibited by law from making
advances regarding delinquent mortgage loans, or if the Holders of Certificates
entitled to at least 51% of the Voting Rights so request in writing to the
Master Servicer or the Trustee, as applicable, promptly appoint or petition
a
court of competent jurisdiction to appoint, an established mortgage loan
servicing institution acceptable to the Rating Agencies and having a net worth
of not less than $15,000,000 as the successor to the Servicer under this
Agreement in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer under this Agreement. No appointment of a
successor Servicer under this Agreement shall be effective until the assumption
by the successor of all of the Servicer’s responsibilities, duties and
liabilities hereunder. In connection with such appointment and assumption
described herein, the Master Servicer or the Trustee, as applicable, may make
such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; provided, however, that
no
such compensation shall be in excess of that permitted the Servicer as such
hereunder. The Depositor, the 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 Master Servicer or the Trustee, as
applicable, shall act in such capacity as hereinabove provided.
(b) In
connection with the termination or resignation of the Servicer hereunder, either
(i) the successor servicer, including the Master Servicer or the Trustee, as
applicable, if the Master Servicer or the Trustee, as applicable, is acting
as
successor servicer, shall represent and warrant that it is a member of MERS
in
good standing and shall agree to comply in all material respects with the rules
and procedures of MERS in connection with the servicing of the Mortgage Loans
that are registered with MERS, in which case the predecessor servicer shall
cooperate with the successor servicer in causing MERS to revise its records
to
reflect the transfer of servicing to the successor servicer as necessary under
MERS’ rules and regulations, or (ii) the predecessor servicer shall cooperate
with the successor servicer in causing MERS to execute and deliver an assignment
of Mortgage in recordable form to transfer the Mortgage from MERS to the Master
Servicer or the Trustee, as applicable, and to execute and deliver such other
notices, documents and other instruments as may be necessary or desirable to
effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan
on
the MERS® System to the successor servicer. The predecessor servicer shall file
or cause to be filed any such assignment in the appropriate recording office.
The predecessor servicer shall bear any and all fees of MERS, costs of preparing
any assignments of Mortgage, and fees and costs of filing any assignments of
Mortgage that may be required under this Section 7.02(b).
SECTION 7.03 |
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 a 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 a 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 a 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 a Servicer Event of Default or Master Servicer Event of
Default, and after the curing of all such 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 a 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,
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.
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.
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, 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
Terminator, as defined below, (on a servicing retained basis) of all Mortgage
Loans and each related REO Property remaining in REMIC I and (ii) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or related REO Property remaining in REMIC I; provided, however,
that in no event shall the trust created hereby continue beyond the earlier
of
(a) the expiration of 21 years from the death of the last survivor of the
descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States
to
the Court of St. Xxxxx, living on the date hereof and (b) the Latest Possible
Maturity Date (as defined in the Preliminary Statement).
Subject
to Section 3.10 hereof, the purchase by the Terminator of all Mortgage Loans
and
each REO Property remaining in REMIC I shall be at a price equal to the greater
of (i) the Stated Principal Balance of the Mortgage Loans and the appraised
value of any REO Properties (such appraisal to be conducted by an appraiser
mutually agreed upon by the Servicer and the Trust Administrator) and (ii)
the
fair market value of the Mortgage Loans and the REO Properties (as determined
by
the Servicer, with the consent of the Trust Administrator as of the close of
business on the third Business Day next preceding the date upon which notice
of
any such termination is furnished to the related Certificateholders pursuant
to
Section 9.01(c)), in each case plus accrued and unpaid interest thereon at
the
weighted average of the Mortgage Rates through the end of the Due Period
preceding the final Distribution Date plus unreimbursed Servicing Advances
allocable to such Mortgage Loans and REO Properties (the “Termination
Price”);
provided, however, such option may only be exercised if the Termination Price
is
sufficient to result in the payment of all interest accrued on, as well as
amounts necessary to retire the principal balance of, each class of notes issued
pursuant to the Indenture.
(b) The
Master Servicer, shall have the right (the party exercising such right, the
“Terminator”),
to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC
I
pursuant to clause (i) of the preceding paragraph no later than the
Determination Date in the month immediately preceding the Distribution Date
on
which the Certificates will be retired; provided, however, that the Terminator
may elect to purchase all of the Mortgage Loans and each REO Property remaining
in REMIC I pursuant to clause (i) above only if the aggregate Stated Principal
Balance of the Mortgage Loans and each REO Property remaining in the Trust
Fund
at the time of such election is reduced to less than 10% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date. By acceptance
of
a Residual Certificate, the Holders of the Residual Certificates agree, in
connection with any termination hereunder, to assign and transfer any amounts
in
excess of par, and to the extent received in respect of such termination, to
pay
any such amounts to the Holders of the Class CE Certificates. In addition,
to
the extent that the Master Servicer has not exercised such option within three
months of its ability to do so, the Servicer may exercise such
option.
(c) Notice
of
the liquidation of any Certificates shall be given promptly by the Trust
Administrator by letter to the related Certificateholders mailed (a) in the
event such notice is given in connection with the purchase of the Mortgage
Loans
and each related REO Property remaining in REMIC I by the Terminator, not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the related Certificates or
(b)
otherwise during the month of such final distribution on or before the
Determination Date in such month, in each case specifying (i) the Distribution
Date upon which REMIC I will terminate and final payment of the Certificates
and
will be made upon presentation and surrender of the Certificates at the office
of the Trust Administrator therein designated, (ii) the amount of any such
final
payment, (iii) that no interest shall accrue in respect of the Certificates
from
and after the Interest Accrual Period relating to the final Distribution Date
therefor and (iv) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and surrender
of the Certificates at the office of the Trust Administrator. In the event
such
notice is given in connection with the purchase of all of the Mortgage Loans
and
each REO Property remaining in REMIC I by the Terminator, the Terminator shall
deliver to the Trust Administrator for deposit in the Distribution Account
not
later than the last Business Day of the month next preceding the month in which
such distribution will be made an amount in immediately available funds equal
to
the Termination Price. 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.
(d) Upon
receipt of notice by the Trust Administrator of the presentation of the
Certificates by the Certificateholders on the related final Distribution Date
to
the Trust Administrator, the Trust Administrator shall distribute to each
Certificateholder so presenting and surrendering its Certificates the amount
otherwise distributable on such Distribution Date in accordance with Section
4.01 in respect of the Certificates so presented and surrendered. Any funds
not
distributed to any Holder or Holders of Certificates being retired on such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust by the
Trust Administrator and credited to the account of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given
pursuant to this Section 9.01 shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Trust
Administrator shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order
to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trust Administrator shall, directly or through an agent,
mail
a final notice to remaining related non-tendering Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining the
funds
in trust and of contacting such Certificateholders shall be paid out of the
assets remaining in the trust funds. If within one year after the final notice
any such Certificates shall not have been surrendered for cancellation, the
Trust Administrator shall pay to Citigroup Global Markets Inc. all such amounts,
and all rights of non-tendering Certificateholders in or to such amounts shall
thereupon cease. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust by the Trust Administrator as a result of such
Certificateholder’s failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Immediately
following the deposit of funds in trust hereunder in respect of each of the
Certificates the Trust Fund shall terminate.
SECTION 9.02 |
Additional
Termination Requirements.
|
(a) In
the
event that the Terminator purchases all the Mortgage Loans and each REO
Property, REMIC I shall be terminated, in each case in accordance with the
following additional requirements (or in connection with the final payment
on or
other liquidation of the last Mortgage Loan or REO Property remaining in REMIC
I, the additional requirement specified in clause (i) below):
(i) The
Trust
Administrator shall specify the first day in the 90-day liquidation period
in a
statement attached to REMIC I’s final Tax Return pursuant to Treasury regulation
Section 1.860F-1, and such termination shall satisfy all requirements of a
qualified liquidation under Section 860F of the Code and any regulations
thereunder, as evidenced by an Opinion of Counsel obtained at the expense of
the
Servicer;
(ii) During
such 90-day liquidation period, and at or prior to the time of making of the
final payment on the Certificates, the 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.
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 Floating Rate
Certificates, the Fixed Rate Certificates, the Class CE Interest and the Class
P
Interest shall be designated as the Regular Interests in REMIC II and the Class
R-II Interest shall be designated as the Residual Interest in REMIC II. The
Class CE Certificates shall be designated as the Regular Interests in REMIC
III
and the Class R-III Interest shall be designated as the Residual Interest in
REMIC III. The Class P Certificates shall be designated as the Regular Interests
in REMIC IV and the Class R-IV Interest shall be designated as the Residual
Interest in REMIC IV. Neither the Trustee nor the Trust Administrator shall
permit the creation of any “interests” in any Trust REMIC (within the meaning of
Section 860G of the Code) other than the REMIC Regular Interests and the
interests represented by the Certificates.
(b) The
Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
created hereunder within the meaning of Section 860G(a)(9) of the
Code.
(c) The
Trust
Administrator shall pay any and all expenses relating to any tax audit of the
Trust Fund (including, but not limited to, any professional fees or any
administrative or judicial proceedings with respect to any Trust REMIC that
involve the Internal Revenue Service or state tax authorities), and shall be
entitled to reimbursement from the Trust therefor to the extent permitted under
Section 8.05. The Trust Administrator, as agent for any Trust REMIC’s tax
matters person, shall (i) act on behalf of the Trust Fund in relation to any
tax
matter or controversy involving any Trust REMIC and (ii) represent the Trust
Fund in any administrative or judicial proceeding relating to an examination
or
audit by any governmental taxing authority with respect thereto. The holder
of
the largest Percentage Interest of the Residual Certificates shall be
designated, in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
matters person of the related REMIC created hereunder. By its acceptance
thereof, the holder of the largest Percentage Interest of the Residual
Certificates hereby agrees to irrevocably appoint the Trust Administrator or
an
Affiliate as its agent to perform all of the duties of the tax matters person
for the Trust Fund.
(d) The
Trust
Administrator shall prepare and the Trustee at the direction of the Trust
Administrator shall sign and the Trust Administrator shall file all of the
Tax
Returns in respect of the REMIC created hereunder. The expenses of preparing
and
filing such returns shall be borne by the Trust Administrator without any right
of reimbursement therefor. The Servicer shall provide on a timely basis to
the
Trust Administrator or its designee such information with respect to the assets
of the Trust Fund as is in its possession and reasonably required by the Trust
Administrator to enable it to perform its obligations under this
Article.
(e) The
Trust
Administrator shall perform on behalf of any Trust REMIC all reporting and
other
tax compliance duties that are the responsibility of the REMIC under the Code,
the REMIC Provisions or other compliance guidance issued by the Internal Revenue
Service or any state or local taxing authority including the filing of Form
8811
with the Internal Revenue Service within 30 days following the Closing Date.
Among its other duties, as required by the Code, the REMIC Provisions or other
such compliance guidance, the Trust Administrator shall provide (i) to any
Transferor of a Residual Certificate such information as is necessary for the
application of any tax relating to the transfer of a Residual Certificate to
any
Person who is not a Permitted Transferee, (ii) to the Certificateholders such
information or reports as are required by the Code or the REMIC Provisions
including reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption as required) and (iii)
to
the Internal Revenue Service the name, title, address and telephone number
of
the person who will serve as the representative of any Trust REMIC. The Servicer
shall provide on a timely basis to the Trust Administrator such information
with
respect to the assets of the Trust Fund, including, without limitation, the
Mortgage Loans, as is in its possession and reasonably required by the Trust
Administrator to enable it to perform its obligations under this subsection.
In
addition, the Depositor shall provide or cause to be provided to the Trust
Administrator, within ten (10) days after the Closing Date, all information
or
data that the Trust Administrator reasonably determines to be relevant for
tax
purposes as to the valuations and issue prices of the Certificates, including,
without limitation, the price, yield, Prepayment Assumption and projected cash
flow of the Certificates.
(f) The
Trustee, the 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.
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, Opteum Financial Services, LLC X000
Xxxxxxx Xxxx Xxxxxxx,
XX 00000 Attention: Legal or
such
other address or telecopy number as may hereafter be furnished to the Master
Servicer, the Trustee, the Trust Administrator and the Depositor in writing
by
the Servicer, (c) 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-OPX1
(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-OPX1 (telecopy number (000) 000-0000), with a copy to Xxxxx Fargo Bank,
N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 000000,
Attention: Client Manager - CMLTI 2007-OPX1 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 (d)
in
the case of the Trustee, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx,
0xx
Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Structured Finance/CMLTI
2007-OPX1 (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 |
[Reserved].
|
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 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:
Assistant Vice President
OPTEUM
FINANCIAL SERVICES, LLC,
as
Servicer
By:
/s/
Xxxxxx X.
Xxxxxx
Name:
Xxxxxx X. Xxxxxx
Title:
Executive
Vice President
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
|
STATE
OF_____________
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
On
the
___ day of February 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 February 2007, before me, a notary public in and for said State,
personally appeared ___________, known to me to be a ________________ of Opteum
Financial Services, LLC, 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 February 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 February 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]
FORM
OF
CLASS A-1A 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”).
Series
2007-OPX1
|
Aggregate
Certificate Principal Balance of the Class A-1A Certificates as
of the
Issue Date: $187,439,000.00
|
Pass-Through
Rate: Variable
|
Denomination:
$187,439,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2007
|
Servicer:
Opteum Financial Services, LLC
|
First
Distribution Date: March 26, 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: February 28, 2007
|
|
CUSIP:
17311F AA 2
|
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
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, 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-1A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-1A 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-1A
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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
February ___, 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-1B
FORM
OF
CLASS A-1B 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”).
Series
2007-OPX1
|
Aggregate
Certificate Principal Balance of the Class A-1B Certificates as
of the
Issue Date:
$46,859,000.00
|
Pass-Through
Rate: Variable
|
Denomination:
$46,859,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2007
|
Servicer:
Opteum Financial Services, LLC
|
First
Distribution Date: March 26, 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: February 28, 2007
|
|
CUSIP:
17311F AB 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, 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-1B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-1B 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-1B
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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
February ___, 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-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”).
Series
2007-OPX1
|
Aggregate
Certificate Principal Balance of the Class A-2 Certificates as
of the
Issue Date: $150,632,000.00
|
Pass-Through
Rate: Variable
|
Denomination:
$150,632,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2007
|
Servicer:
Opteum Financial Services, LLC
|
First
Distribution Date: March 26, 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: February 28, 2007
|
|
CUSIP:
17311F AC 8
|
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
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, 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-2 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-2 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the 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-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.
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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
February ___, 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-3A
FORM
OF
CLASS A-3A CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE 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”).
Series
2007-OPX1
|
Aggregate
Certificate Principal Balance of the Class A-3A Certificates as
of the
Issue Date: $35,407,000.00
|
Pass-Through
Rate: 5.972%
|
Denomination:
$35,407,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2007
|
Servicer:
Opteum Financial Services, LLC
|
First
Distribution Date: March 26, 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: February 28, 2007
|
|
CUSIP:
17311F AD 6
|
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
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, 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-3A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-3A Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the 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-3A
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
February ___, 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-3B
FORM
OF
CLASS A-3B CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE 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”).
Series
2007-OPX1
|
Aggregate
Certificate Principal Balance of the Class A-3B Certificates as
of the
Issue Date: $3,934,000.00
|
Pass-Through
Rate: 6.071%
|
Denomination:
$3,934,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2007
|
Servicer:
Opteum Financial Services, LLC
|
First
Distribution Date: March 26, 2007
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: February 28, 2007
|
|
No.
1
|
CUSIP:
17311F AE 4
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
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, 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-3B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-3B Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the 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-3B
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
February ___, 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-4A
FORM
OF
CLASS A-4A 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”).
Series
2007-OPX1
|
Aggregate
Certificate Principal Balance of the Class A-4A Certificates as
of the
Issue Date: $63,494,000.00
|
Pass-Through
Rate: 6.185%
|
Denomination:
$63,494,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2007
|
Servicer:
Opteum Financial Services, LLC
|
First
Distribution Date: March 26, 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: February 28, 2007
|
|
CUSIP:
17311F AF 1
|
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
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, 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-4A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-4A 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-4A
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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
February ___, 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-4B
FORM
OF
CLASS A-4B 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”).
.
Series
2007-OPX1
|
Aggregate
Certificate Principal Balance of the Class A-4B Certificates as
of the
Issue Date: $15,873,000.00
|
Pass-Through
Rate: 6.333%
|
Denomination:
$15,873,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2007
|
Servicer:
Opteum Financial Services, LLC
|
First
Distribution Date: March 26, 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: February 28, 2007
|
|
CUSIP:
17311F AG 9
|
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
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, 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-4B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-4B 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-4B
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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
February ___, 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-5A
FORM
OF
CLASS A-5A 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”).
Series
2007-OPX1
|
Aggregate
Certificate Principal Balance of the Class A-5A Certificates as
of the
Issue Date: $50,364,000.00
|
Pass-Through
Rate: 5.764%
|
Denomination:
$50,364,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2007
|
Servicer:
Opteum Financial Services, LLC
|
First
Distribution Date: March 26, 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: February 28, 2007
|
|
CUSIP:
17311F AH 7
|
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
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, 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-5A Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-5A 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-5A
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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
February ___, 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-5B
FORM
OF
CLASS A-5B 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”).
Series
2007-OPX1
|
Aggregate
Certificate Principal Balance of the Class A-5B Certificates as
of the
Issue Date: $5,596,000.00
|
Pass-Through
Rate: 5.863%
|
Denomination:
$5,596,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2007
|
Servicer:
Opteum Financial Services, LLC
|
First
Distribution Date: March 26, 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: February 28, 2007
|
|
CUSIP:
17311F AJ 3
|
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
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, 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-5B Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-5B 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-5B
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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
February ___, 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-OPX1
|
Aggregate
Certificate Principal Balance of the Class M-1 Certificates as
of the
Issue Date: $16,592,000.00
|
Pass-Through
Rate: 6.025%
|
Denomination:
$16,592,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2007
|
Servicer:
Opteum Financial Services, LLC
|
First
Distribution Date: March 26, 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: February 28, 2007
|
|
CUSIP:
17311F AK 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, 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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
February ___, 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-OPX1
|
Aggregate
Certificate Principal Balance of the Class M-2 Certificates as
of the
Issue Date: $11,161,000.00
|
Pass-Through
Rate: 6.421%
|
Denomination:
$11,161,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2007
|
Servicer:
Opteum Financial Services, LLC
|
First
Distribution Date: March 26, 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: February 28, 2007
|
|
CUSIP:
17311F AL 8
|
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
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, 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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
February ___, 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-OPX1
|
Aggregate
Certificate Principal Balance of the Class M-3 Certificates as
of the
Issue Date: $5,129,000.00
|
Pass-Through
Rate: 6.500%
|
Denomination:
$5,129,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2007
|
Servicer:
Opteum Financial Services, LLC
|
First
Distribution Date: March 26, 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: February 28, 2007
|
|
CUSIP:
17311F AM 6
|
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
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, 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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
February ___, 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-OPX1
|
Aggregate
Certificate Principal Balance of the Class M-4 Certificates as
of the
Issue Date: $3,017,000.00
|
Pass-Through
Rate: 6.500%
|
Denomination:
$3,017,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: February 1, 2007
|
Servicer:
Opteum Financial Services, LLC
|
First
Distribution Date: March 26, 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: February 28, 2007
|
|
CUSIP:
17311F AN 4
|
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
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, 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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from the REMIC all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and the
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:
February ___, 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 CE CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE IS SUBORDINATE TO THE CLASS 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-OPX1
|
Aggregate
Certificate Principal Balance of the Class CE Certificates as of
the Issue
Date: $7,844,158.09
|
Pass-Through
Rate: Variable
|
Denomination:
$7,844,158.09
|
Cut-off
Date and date of Pooling and Servicing Agreement: February 1,
2007
|
Servicer:
Opteum Financial Services, LLC
|
First
Distribution Date: March 26, 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
Certificates as of the Issue Date: $603,341,158.09
|
Issue
Date: February 28, 2007
|
THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE OR NOTIONAL AMOUNT HEREOF AT ANY
TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OR NOTIONAL AMOUNT, AS THE CASE MAY BE, OF THIS
CERTIFICATE.
ASSET
BACKED PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate,
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 Realty Corp.
is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the
Class
CE Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class CE Certificates in REMIC III 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
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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the
Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
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:
February ___, 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 P CERTIFICATE
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES DESCRIBED HEREIN.
Series:
2007-OPX1
|
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: February 1,
2007
|
Denomination:
$100.00
|
First
Distribution Date: March 26, 2007
|
Servicer:
Opteum Financial Services, LLC
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
No.
1
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: February 28, 2007
|
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET
BACKED PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate, 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 Realty Corp. is
the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the
Class
P Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class P 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 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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in REMIC I and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I
of all
the Mortgage Loans and all property acquired in respect of such Mortgage
Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
the
Cut-off Date.
The
recitals contained herein shall be taken as statements of the Depositor and
the
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:
February ___, 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 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-OPX1
|
Aggregate
Percentage Interest of the Class R Certificates as of the Issue
Date:
100%
|
Cut-off
Date and date of Pooling and Servicing Agreement: February 1,
2007
|
|
First
Distribution Date: March 26, 2007
|
Servicer:
Opteum Financial Services, LLC
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
No.
1
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: February 28, 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,
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 and
REMIC II, (B) it will include in its income a pro rata share of the net income
of the Trust Fund and that such income may be an “excess inclusion,” as defined
in the Code, that, with certain exceptions, cannot be offset by other losses
or
benefits from any tax exemption, and (C) it expects to have the financial
means
to satisfy all of its tax obligations including those relating to holding
the
Class R Certificates. Notwithstanding the registration in the Certificate
Register of any transfer, sale or other disposition of this Certificate to
a
Disqualified Organization or an agent (including a broker, nominee or middleman)
of a Disqualified Organization, such registration shall be deemed to be of
no
legal force or effect whatsoever and such Person shall not be deemed to be
a
Certificateholder for any purpose, including, but not limited to, the receipt
of
distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to
have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to
cease
to qualify as a REMIC or cause the imposition of a tax upon REMIC I or REMIC
II.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the 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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and 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:
February ___, 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 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-OPX1
|
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: February 1,
2007
|
|
First
Distribution Date: March 26, 2007
|
Servicer:
Opteum Financial Services, LLC
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
|
No.
1
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: February 28, 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,
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
III
and REMIC IV, (B) it will include in its income a pro rata share of the net
income of the Trust Fund and that such income may be an “excess inclusion,” as
defined in the Code, that, with certain exceptions, cannot be offset by other
losses or benefits from any tax exemption, and (C) it expects to have the
financial means to satisfy all of its tax obligations including those relating
to holding the Class R-X Certificates. Notwithstanding the registration in
the
Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall
be
deemed to be of no legal force or effect whatsoever and such Person shall
not be
deemed to be a Certificateholder for any purpose, including, but not limited
to,
the receipt of distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to
have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to
cease
to qualify as a REMIC or cause the imposition of a tax upon REMIC III or
REMIC
IV.
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 upon payment to the Certificateholders of all amounts held by the
Trust Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC
of
all the Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated
in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided
in
the Agreement. The exercise of such right will effect early retirement of
the
Certificates; however, such right to purchase is subject to the aggregate
Stated
Principal Balance of the Mortgage Loans at the time of purchase being less
than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.
The
recitals contained herein shall be taken as statements of the Depositor,
and 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:
February ___, 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 February 15, 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-OPX1
(the
“Certificates”). The Certificates will consist of seventeen classes of
certificates. The Certificates will be issued pursuant to a Pooling and
Servicing Agreement, dated as of February 1, 2007 (the “Pooling and Servicing
Agreement”), among the Purchaser as depositor (the “Depositor”), Opteum
Financial Services, LLC 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
February 28, 2007 (the “Closing Date”), certain conventional residential
mortgage loans (the “Mortgage Loans”) originated by Opteum
Financial Services, LLC
(“Opteum” or the “Originator”), having an aggregate principal balance as of the
close of business on February 1, 2007 (the “Cut-off Date”) of $603,341,258.09
(the “Closing Balance”), after giving effect to all payments due on the Mortgage
Loans on or before the Cut-off Date, whether or not received.
SECTION
2. Mortgage
Loan Schedule.
The
Purchaser and the Seller have agreed upon which of the mortgage loans owned
by
the Seller are to be purchased by the Purchaser pursuant to this Agreement
and
the Seller will prepare or cause to be prepared on or prior to the Closing
Date
a final schedule (the “Closing Schedule”) that together shall describe such
Mortgage Loans and set forth all of the Mortgage Loans to be purchased
under
this Agreement. The Closing Schedule will conform to the requirements set
forth
in this Agreement and to the definition of “Mortgage Loan Schedule” under the
Pooling and Servicing Agreement. The Closing Schedule shall be used as
the
Mortgage Loan Schedule under the Pooling and Servicing Agreement and shall
be
prepared by the Seller based on information provided by the
Originator.
SECTION
3. Consideration.
(a) In
consideration for the Mortgage Loans to be purchased hereunder, the Purchaser
shall, as described in Section 7, pay to or upon the order of the Seller
in
immediately available funds a certain amount (the “Mortgage Loan Purchase
Price”).
(b) The
Purchaser or any assignee, transferee or designee of the Purchaser shall
be
entitled to all scheduled payments of principal due after the Cut-off Date,
all
other payments of principal due and collected after the Cut-off Date, and
all
payments of interest on the Mortgage Loans allocable to the period after
the
Cut-off Date. All scheduled payments of principal and interest due on or
before
the Cut-off Date and collected after the Cut-off Date shall belong to the
Seller.
(c) Pursuant
to the Pooling and Servicing Agreement, the Purchaser will assign all of
its
right, title and interest in and to the Mortgage Loans, together with its
rights
under this Agreement, to the Trustee for the benefit of the related
Certificateholders.
SECTION
4. Transfer
of the Mortgage Loans.
(a) Possession
of Mortgage Files.
The
Seller does hereby sell, transfer, assign, set over and convey to the Purchaser,
without recourse but subject to the terms of this Agreement, all of its
right,
title and interest in, to and under the Mortgage Loans. The contents of
each
Mortgage File not delivered to the Purchaser or to any assignee, transferee
or
designee of the Purchaser on or prior to the Closing Date are and shall
be held
in trust by the Seller for the benefit of the Purchaser or any assignee,
transferee or designee of the Purchaser. Upon the sale of the Mortgage
Loans,
the ownership of each Mortgage Note, the related Mortgage and the other
contents
of the related Mortgage File is vested in the Purchaser and the ownership
of all
records and documents with respect to the related Mortgage Loan prepared
by or
that come into the possession of the Seller on or after the Closing Date
shall
immediately vest in the Purchaser and shall be delivered immediately to
the
Purchaser or as otherwise directed by the Purchaser.
(b) Delivery
of Mortgage Loan Documents.
The
Seller will, on or prior to the Closing Date, deliver or cause to be delivered
to the Purchaser or any assignee, transferee or designee of the Purchaser
each
of the following documents for each Mortgage Loan:
(i) The
Mortgage Note, endorsed by manual or facsimile signature without recourse
by the
Originator or an Affiliate of the Originator in blank or to the Trustee
showing
a complete chain of endorsements from the named payee to the Trustee or
from the
named payee to the Affiliate of the Originator and from such Affiliate
to the
Trustee;
(ii) The
original recorded Mortgage, noting the presence of the MIN of the Mortgage
Loan,
if applicable, and language indicating that the Mortgage Loan is a MOM
Loan if
the Mortgage Loan is a MOM Loan, with evidence of recording thereon or
a copy of
the Mortgage certified by the public recording office in those jurisdictions
where the public recording office retains the original;
(iii) Unless
the Mortgage Loan is registered on the MERS® System, an assignment from the
Originator or an Affiliate of the Originator to the Trustee in blank or
in
recordable form of the Mortgage which may be included, where permitted
by local
law, in a blanket assignment or assignments of the Mortgage to the Trustee,
including any intervening assignments and showing a complete chain of title
from
the original mortgagee named under the Mortgage to the Person assigning
the
Mortgage Loan to the Trustee (or to MERS, noting the presence of the MIN,
if the
Mortgage Loan is registered on the MERS® System);
(iv) Any
original assumption, modification, buydown or conversion-to- fixed-interest-rate
agreement applicable to the Mortgage Loan; and
(v) The
original or a copy of the title insurance policy (which may be a certificate
or
a short form policy relating to a master policy of title insurance) pertaining
to the Mortgaged Property, or in the event such original title policy is
unavailable, a copy of the preliminary title report and the lender’s recording
instructions, with the original to be delivered within 180 days of the
Closing
Date or an attorney’s opinion of title in jurisdictions where such is the
customary evidence of title; or in the event such original or copy of the
title
insurance policy is unavailable, a written commitment or uniform binder
or
preliminary report of title issued by the title insurance or escrow
company.
In
instances where an original recorded Mortgage cannot be delivered by the
Seller
to the Purchaser prior to or concurrently with the execution and delivery
of
this Agreement, due to a delay in connection with the recording of such
Mortgage, the Seller may, (a) in lieu of delivering such original recorded
Mortgage referred to in clause (b)(ii) above, deliver to the Purchaser
a copy
thereof, provided that the Seller certifies that the original Mortgage
has been
delivered to a title insurance company for recordation after receipt of
its
policy of title insurance or binder therefor (which may be a certificate
relating to a master policy of title insurance), and (b) in lieu of delivering
the completed assignment in recordable form referred to in clause (b)(iii)
above
to the Purchaser, deliver such assignment to the Purchaser completed except
for
recording information. In all such instances, the Seller will deliver the
original recorded Mortgage and completed assignment (if applicable) to
the
Purchaser promptly upon receipt of such Mortgage. In instances where an
original
recorded Mortgage has been lost or misplaced, the Seller or the related
title
insurance company may deliver, in lieu of such Mortgage, a copy of such
Mortgage
bearing recordation information and certified as true and correct by the
office
in which recordation thereof was made. In instances where the original
or a copy
of the title insurance policy referred to in clause (b)(v) above (which
may be a
certificate relating to a master policy of title insurance) pertaining
to the
Mortgaged Property relating to a Mortgage Loan cannot be delivered by the
Seller
to the Purchaser prior to or concurrently with the execution and delivery
of
this Agreement because such policy is not yet available, the Seller may,
in lieu
of delivering the original or a copy of such title insurance referred to
in
clause (b)(v) above, deliver to the Purchaser a binder with respect to
such
policy (which may be a certificate relating to a master policy of title
insurance) and deliver the original or a copy of such policy (which may
be a
certificate relating to a master policy of title insurance) to the Purchaser
within 180 days of the Closing Date. In instances where an original assumption,
modification, buydown or conversion-to-fixed- interest-rate agreement cannot
be
delivered by the Seller to the Purchaser prior to or concurrently with
the
execution and delivery of this Agreement, the Seller may, in lieu of delivering
the original of such agreement referred to in clause (b)(iv) above, deliver
a
certified copy thereof.
To
the
extent not already recorded, except with respect to any Mortgage Loan for
which
MERS is identified on the Mortgage or on a properly recorded assignment
of the
Mortgage as the mortgagee of record, the Servicer, at the expense of the
Seller
shall promptly (and in no event later than five Business Days following
the
later of the Closing Date and the date of receipt by the Servicer of the
recording information for a Mortgage) submit or cause to be submitted for
recording, at no expense to any Trust REMIC, in the appropriate public
office
for real property records, each Assignment delivered to it pursuant to
(b)(iii)
above. In the event that any such Assignment is lost or returned unrecorded
because of a defect therein, the Servicer, at the expense of the Seller,
shall
promptly prepare or cause to be prepared a substitute Assignment or cure
or
cause to be cured such defect, as the case may be, and thereafter cause
each
such Assignment to be duly recorded. Notwithstanding the foregoing, but
without
limiting the requirement that such Assignments be in recordable form, neither
the Servicer nor the Trustee shall be required to submit or cause to be
submitted for recording any Assignment delivered to it or a Custodian pursuant
to (b)(iii) above if such recordation shall not, as of the Closing Date,
be
required by the Rating Agencies, as a condition to their assignment on
the
Closing Date of their initial ratings to the Certificates, as evidenced
by the
delivery by the Rating Agencies of their ratings letters on the Closing
Date;
provided, however, notwithstanding the foregoing, the Servicer shall submit
each
Assignment for recording, at no expense to the Trust Fund or the Servicer,
upon
the earliest to occur of: (A) reasonable direction by Holders of Certificates
entitled to at least 25% of the Voting Rights, (B) the occurrence of a
Servicer
Event of Default, (C) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the Seller, (D) the occurrence of a servicing transfer as described
in Section 7.02 of the Pooling and Servicing Agreement and (E) with respect
to
any one Assignment the occurrence of a foreclosure relating to the Mortgagor
under the related Mortgage. Notwithstanding the foregoing, if the Seller
fails
to pay the cost of recording the Assignments, such expense will be paid
by the
Servicer and such Servicer shall be reimbursed for such expenses by the
Trust as
Servicing Advances.
With
respect to a maximum of approximately 5.00% of the Original Mortgage Loans,
by
outstanding principal balance of the Original Mortgage Loans as of the
Cut-off
Date, if any original Mortgage Note referred to in (b)(i) above cannot
be
located, the obligations of the Seller to deliver such documents shall
be deemed
to be satisfied upon delivery to the Trustee or a Custodian on behalf of
the
Trustee (as designee of the Purchaser) of a photocopy of such Mortgage
Note, if
available, with a lost note affidavit. If any of the original Mortgage
Notes for
which a lost note affidavit was delivered to the Trustee or a Custodian
on
behalf of the Trustee (as designee of the Purchaser) is subsequently located,
such original Mortgage Note shall be delivered to the Trustee or a Custodian
on
behalf of the Trustee (as designee of the Purchaser) within three Business
Days.
The
Seller shall deliver or cause to be delivered to the Trustee or a Custodian
on
behalf of the Trustee (as designee of 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
Trustee or a Custodian on behalf of the Trustee (as designee of the Purchaser)
are and shall be held by or on behalf of the Seller, the Purchaser or the
Servicer, as the case may be, in trust for the benefit of the Trustee on
behalf
of the Certificateholders. In the event that any such original document
is
required pursuant to the terms of this Section to be a part of a Mortgage
File,
such document shall be delivered promptly to the Trustee or a Custodian
on
behalf of the Trustee. Any such original document delivered to or held
by the
Seller that is not required pursuant to the terms of this Section to be
a part
of a Mortgage File, shall be delivered promptly to the Servicer.
(c) Acceptance
of Mortgage Loans.
The
documents delivered pursuant to Section 4(b) hereof shall be reviewed by
the
Purchaser or any assignee, transferee or designee of the Purchaser at any
time
before or after the Closing Date (and with respect to each document permitted
to
be delivered after the Closing Date within seven days of its delivery)
to
ascertain that all required documents have been executed and received and
that
such documents relate to the Mortgage Loans identified on the Mortgage
Loan
Schedule.
(d) Transfer
of Interest in Agreements.
The
Purchaser has the right to assign its interest under this Agreement, in
whole or
in part, to the Trustee, as may be required to effect the purposes of the
Pooling and Servicing Agreement, without the consent of the Seller, and
the
assignee shall succeed to the rights and obligations hereunder of the Purchaser.
Any expense reasonably incurred by or on behalf of the Purchaser or the
Trustee
in connection with enforcing any obligations of the Seller under this Agreement
will be promptly reimbursed by the Seller.
(e) Examination
of Mortgage Files.
Prior
to the Closing Date, the Seller shall either (i) deliver in escrow to the
Purchaser or to any assignee, transferee or designee of the Purchaser,
for
examination, the Mortgage File pertaining to each Mortgage Loan, or (ii)
make
such Mortgage Files available to the Purchaser or to any assignee, transferee
or
designee of the Purchaser for examination. Such examination may be made
by the
Purchaser or the Trustee, and their respective designees, upon reasonable
notice
to the Seller during normal business hours before the Closing Date and
within 60
days after the Closing Date. If any such person makes such examination
prior to
the Closing Date and identifies any Mortgage Loans that do not conform
to the
requirements of the Purchaser as described in this Agreement, such Mortgage
Loans shall be deleted from the Closing Schedule. The Purchaser may, at
its
option and without notice to the Seller, purchase all or part of the Mortgage
Loans without conducting any partial or complete examination. The fact
that the
Purchaser or any person has conducted or has failed to conduct any partial
or
complete examination of the Mortgage Files shall not affect the rights
of the
Purchaser or any assignee, transferee or designee of the Purchaser to demand
repurchase or other relief as provided herein or under the Pooling and
Servicing
Agreement.
SECTION
5. Representations,
Warranties and Covenants of the Seller.
(a) The
Seller hereby represents and warrants, for the benefit of the Purchaser,
that
the representations and warranties set forth on Exhibit A 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:
(i) The
Seller is duly organized, validly existing and in good standing as a corporation
under the laws of the State of New York with full corporate power and authority
to conduct its business as presently conducted by it to the extent material
to
the consummation of the transactions contemplated herein. The Seller has
the
full corporate power and authority to own the Mortgage Loans and to transfer
and
convey the Mortgage Loans to the Purchaser and has the full corporate power
and
authority to execute and deliver, engage in the transactions contemplated
by,
and perform and observe the terms and conditions of this Agreement.
(ii) The
Seller has duly authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement, and this Agreement,
assuming due authorization, execution and delivery hereof by the Purchaser,
constitutes a legal, valid and binding obligation of the Seller, enforceable
against it in accordance with its terms except as the enforceability thereof
may
be limited by bankruptcy, insolvency or reorganization or by general principles
of equity.
(iii) The
execution, delivery and performance of this Agreement by the Seller (x)
does not
conflict and will not conflict with, does not breach and will not result
in a
breach of and does not constitute and will not constitute a default (or
an
event, which with notice or lapse of time or both, would constitute a default)
under (A) any terms or provisions of the articles of incorporation or by-laws
of
the Seller, (B) any term or provision of any material agreement, contract,
instrument or indenture, to which the Seller is a party or by which the
Seller
or any of its property is bound or (C) any law, rule, regulation, order,
judgment, writ, injunction or decree of any court or governmental authority
having jurisdiction over the Seller or any of its property and (y) does
not
create or impose and will not result in the creation or imposition of any
lien,
charge or encumbrance which would have a material adverse effect upon the
Mortgage Loans or any documents or instruments evidencing or securing the
Mortgage Loans.
(iv) No
consent, approval, authorization or order of, registration or filing with,
or
notice on behalf of the Seller to any governmental authority or court is
required, under federal laws or the laws of the State of New York, for
the
execution, delivery and performance by the Seller of, or compliance by
the
Seller with, this Agreement or the consummation by the Seller of any other
transaction contemplated hereby and by the Pooling and Servicing Agreement;
provided, however, that the Seller makes no representation or warranty
regarding
federal or state securities laws in connection with the sale or distribution
of
the Certificates.
(v) This
Agreement does not contain any untrue statement of material fact or omit
to
state a material fact necessary to make the statements contained herein
not
misleading. The written statements, reports and other documents prepared
and
furnished or to be prepared and furnished by the Seller pursuant to this
Agreement or in connection with the transactions contemplated hereby taken
in
the aggregate do not contain any untrue statement of material fact or omit
to
state a material fact necessary to make the statements contained therein
not
misleading.
(vi) The
Seller is not in violation of, and the execution and delivery of this Agreement
by the Seller and its performance and compliance with the terms of this
Agreement will not constitute a violation with respect to, any order or
decree
of any court or any order or regulation of any federal, state, municipal
or
governmental agency having jurisdiction over the Seller or its assets,
which
violation might have consequences that would materially and adversely affect
the
condition (financial or otherwise) or the operation of the Seller or its
assets
or might have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder.
(vii) The
Seller does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant contained in this
Agreement.
(viii) Immediately
prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
the Seller will be the owner of the related Mortgage and the indebtedness
evidenced by the related Mortgage Note, and, upon the payment to the Seller
of
the Purchase Price, in the event that the Seller retains or has retained
record
title, the Seller shall retain such record title to each Mortgage, each
related
Mortgage Note and the related Mortgage Files with respect thereto in trust
for
the Purchaser as the owner thereof from and after the date hereof.
(ix) There
are
no actions or proceedings against, or investigations known to it of, the
Seller
before any court, administrative or other tribunal (A) that might prohibit
its
entering into this Agreement, (B) seeking to prevent the sale of the Mortgage
Loans by the Seller or the consummation of the transactions contemplated
by this
Agreement or (C) that might prohibit or materially and adversely affect
the
performance by the Seller of its obligations under, or validity or
enforceability of, this Agreement.
(x) The
consummation of the transactions contemplated by this Agreement are in
the
ordinary course of business of the Seller, and the transfer, assignment
and
conveyance of the Mortgage Notes and the Mortgages by the Seller are not
subject
to the bulk transfer or any similar statutory provisions.
(xi) The
Seller has not dealt with any broker, investment banker, agent or other
person,
except for the Purchaser or any of its affiliates, that may be entitled
to any
commission or compensation in connection with the sale of the Mortgage
Loans.
(xii) There
is
no litigation currently pending or, to the best of the Seller’s knowledge
without independent investigation, threatened against the Seller that would
reasonably be expected to adversely affect the transfer of the Mortgage
Loans,
the issuance of the Certificates or the execution, delivery, performance
or
enforceability of this Agreement, or that would result in a material adverse
change in the financial condition of the Seller.
(xiii) The
Seller is solvent and will not be rendered insolvent by the consummation
of the
transactions contemplated hereby. The Seller is not transferring any Mortgage
loan with any intent to hinder, delay or defraud any of its
creditors.
SECTION
6. Repurchase
Obligation for Defective Documentation and for Breach of Representation
and
Warranty.
It
is
understood and agreed that the representations and warranties set forth
in
Section 5 shall survive the sale of the Mortgage Loans to the Purchaser
and
shall inure to the benefit of the Purchaser and any assignee, transferee
or
designee of the Purchaser, including the Trustee for the benefit of holders
of
the Mortgage Pass-Through Certificates evidencing an interest in all or
a
portion of the Mortgage Loans, notwithstanding any restrictive or qualified
endorsement on any Mortgage Note or Assignment or the examination or lack
of
examination of any Mortgage File. With respect to the representations and
warranties contained herein that are made to the knowledge or the best
knowledge
of the Seller, or as to which the Seller has no knowledge, if it is discovered
that the substance of any such representation and warranty is inaccurate
and the
inaccuracy materially and adversely affects the value of the related Mortgage
Loan, or the interest therein of the Purchaser or the Purchaser’s assignee,
designee or transferee, then notwithstanding the Seller’s lack of knowledge with
respect to the substance of such representation and warranty being inaccurate
at
the time the representation and warranty was made, such inaccuracy shall
be
deemed a breach of the applicable representation and warranty and the Seller
shall take such action described in the following paragraphs of this Section
6
in respect of such Mortgage Loan. Upon discovery by either the Seller or
the
Purchaser of a breach of any of the foregoing representations and warranties
made by the Seller that materially and adversely affects the value of the
Mortgage Loans or the interest of the Purchaser (or which materially and
adversely affects the interests of the Purchaser in the related Mortgage
Loan in
the case of a representation and warranty relating to a particular Mortgage
Loan), the party discovering such breach shall give prompt written notice
to the
other.
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 February 15, 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.
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 Master Mortgage Loan Purchase and Servicing Agreement, dated September
1,
2006, between Citigroup
Global Markets Realty Corp. and Opteum Financial Services, LLC, as amended;
provided, however, that the terms “Mortgage Loan Schedule” and “Originator”
shall have the meanings ascribed to them in the Pooling and Servicing Agreement
and the terms “Seller” and “Purchaser” shall have the meanings ascribed to them
herein.
(i) Mortgage
Loans as Described.
The
information set forth in the Mortgage Loan Schedule is complete, true and
correct;
(ii) [Reserved];
(iii) No
Outstanding Charges.
There
are no delinquent taxes, ground rents, water charges, sewer rents, assessments,
insurance premiums, leasehold payments, including assessments payable in
future
installments or other outstanding charges affecting the related Mortgaged
Property;
(iv) Location
and Type of Mortgaged Property.
The
Mortgaged Property is located in the state identified in the Mortgage Loan
Schedule and is improved by a Residential Dwelling;
(v) Original
Terms Unmodified.
The
terms of the Mortgage Note and the Mortgage have not been impaired, waived,
altered or modified in any respect, except by written instruments, recorded
in
the applicable public recording office or registered with the MERS System
if
necessary to maintain the lien priority of the Mortgage, and which have
been
delivered to the Purchaser; the substance of any such waiver, alteration
or
modification has been approved by the insurer under the Primary Insurance
Policy
or LPMI Policy, if any, and 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 insurer under the Primary Insurance Policy or LPMI Policy,
if
any, the title insurer, to the extent required by the policy, and which
assumption agreement has been delivered to the Purchaser and the terms
of which
are reflected in the Mortgage Loan Schedule;
(vi) No
Defenses.
The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set
off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and/or the Mortgage,
or the
exercise of any right thereunder, render the Mortgage unenforceable, in
whole or
in part, or subject to any right of rescission, set off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set
off, counterclaim or defense has been asserted with respect thereto, and
there
is no basis for the Mortgage Loan to be modified or reformed without the
consent
of the Mortgagor under applicable law;
(vii) Conformance
with Underwriting Guidelines and Agency Standards.
The
Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
of
the Seller in effect at the time the Mortgage Loan was originated; and
the
Mortgage Note and Mortgage are on forms acceptable to Xxxxxx Xxx and Xxxxxxx
Mac;
(viii) Hazard
Insurance.
All
buildings upon the Mortgaged Property are insured by a Qualified Insurer
acceptable to Xxxxxx Mae and Xxxxxxx Mac against loss by fire, hazards
of
extended coverage and such other hazards as are customary in the area where
the
Mortgaged Property is located, in an amount not less than the lesser of
(i) 100%
of the replacement cost of all improvements to the Mortgaged Property and
(ii)
either (A) the outstanding principal balance of the Mortgage Loan with
respect
to each first lien Mortgage Loan or (B) with respect to each Second Lien
Mortgage Loan, the sum of the outstanding principal balance of the related
first
lien mortgage loan and the outstanding principal balance of the Second
Lien
Mortgage Loan; provided, however, in no event shall the amount of insurance
be
less than the amount necessary to avoid the operation of any co-insurance
provisions with respect to the Mortgaged Property. All
such
insurance policies contain a standard mortgagee clause naming the Seller,
its
successors and assigns as mortgagee and all premiums thereon have been
paid. If
the Mortgaged Property is in an area identified on a Flood Hazard Map or
Flood
Insurance Rate Map issued by the Federal Emergency Management Agency as
having
special flood hazards (and such flood insurance has been made available)
a flood
insurance policy meeting the requirements of the current guidelines of
the
Federal Insurance Administration is in effect which policy conforms to
the
requirements of Xxxxxx Mae and Xxxxxxx Mac. The Mortgage obligates the
Mortgagor
thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
to maintain such insurance at Mortgagor’s cost and expense and to seek
reimbursement therefor from the Mortgagor;
(ix) Compliance
with Laws.
Any and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
consumer
credit protection, equal credit opportunity, fair housing, disclosure laws
and
all predatory, abusive and fair lending laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans have
been
complied with and the consummation of the transactions contemplated hereby
will
not involve the violation of any such laws;
(x) No
Satisfaction of Mortgage.
The
Mortgage has not been satisfied, cancelled, subordinated or rescinded,
in whole
or in part, and the Mortgaged Property has not been released from the lien
of
the Mortgage, in whole or in part, nor has any instrument been executed
that
would effect any such satisfaction, cancellation, subordination, rescission
or
release;
(xi) Valid
Lien.
The
related Mortgage is properly recorded and is a valid, existing and enforceable
(A) first lien and first priority security interest with respect to each
Mortgage Loan which is indicated to be a First Lien (as reflected on the
Mortgage Loan Schedule), or (B) second lien and second priority security
interest with respect to each Mortgage Loan which is indicated to be a
Second
Lien (as reflected on the Mortgage Loan Schedule), in either case, on the
Mortgaged Property, including all improvements on the Mortgaged Property
subject
only to (a) the lien of current real property taxes and assessments not
yet due
and payable, (b) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and specifically
referred to in the lender’s title insurance policy delivered to the originator
of the Mortgage Loan and which do not adversely affect the Appraised Value
of
the Mortgaged Property, (c) other matters to which like properties are
commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property and (d) with respect to
each
Mortgage Loan which is indicated to be a Second Lien Mortgage Loan (as
reflected
on the Mortgage Loan Schedule) a First Lien on the Mortgaged Property.
Any
security agreement, chattel mortgage or equivalent document related to
and
delivered in connection with the Mortgage Loan establishes and creates
a valid,
existing and enforceable (A) first lien and first priority security interest
with respect to each Mortgage Loan which is indicated to be a First Lien
(as
reflected on the Mortgage Loan Schedule) or (B) second lien and second
priority
security interest with respect to each Mortgage Loan which is indicated
to be a
Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule),
in
either case, on the property described therein and the Seller has full
right to
sell and assign the same to the Purchaser. The Mortgaged Property was not,
as of
the date of origination of the Mortgage Loan, subject to a mortgage, deed
of
trust, deed to secure debt or other security instrument creating a lien
subordinate to the lien of the Mortgage;
(xii) Validity
of Mortgage Loan Documents.
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;
(xiii) Legal
Capacity.
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;
(xiv) Full
Disbursement of Proceeds.
The
proceeds of the Mortgage Loan have been fully disbursed to or for the account
of
the Mortgagor and there is no obligation for the Mortgagee to advance additional
funds thereunder and any and all requirements as to completion of any on-site
or
off-site improvement and as to disbursements of any escrow funds therefor
have
been complied with. All costs, fees and expenses incurred in making or
closing
the Mortgage Loan and the recording of the Mortgage have been paid, and
the
Mortgagor is not entitled to any refund of any amounts paid or due to the
Mortgagee pursuant to the Mortgage Note or Mortgage;
(xv) Doing
Business.
All
parties which have had any interest in the Mortgage Loan, whether as originator,
mortgagee, assignee, pledgee or otherwise, are (or, during the period in
which
they held and disposed of such interest, were): (A) organized under the
laws of
such state, or (B) qualified to do business in such state, or (C) federal
savings and loan associations or national banks having principal offices
in such
state, or (D) not doing business in such state so as to require qualification
or
licensing, or (E) not otherwise required to be licensed in such state.
All
parties which have had any interest in the Mortgage Loan were in compliance
with
any and all applicable “doing business” and licensing requirements of the laws
of the state wherein the Mortgaged Property is located or were not required
to
be licensed in such state;
(xvi) Title
Insurance.
The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) ALTA
lender’s title insurance policy acceptable to Xxxxxx Xxx and Xxxxxxx Mac (which,
in the case of an Adjustable Rate Mortgage Loan has an adjustable rate
mortgage
endorsement in the form of ALTA 6.0 or 6.1), issued by a title insurer
acceptable to Xxxxxx Xxx and Xxxxxxx Mac and qualified to do business in
the
jurisdiction where the Mortgaged Property is located, insuring (subject
to the
exceptions contained above in (xi)(a) and (b) and, with respect to each
Mortgage
Loan which is indicated to be a Second Lien Mortgage Loan (as reflected
on the
Mortgage Loan Schedule) clause (d)) the Seller, its successors and assigns
as to
the first priority lien of the Mortgage in the original principal amount
of the
Mortgage Loan and, with respect to any Adjustable Rate Mortgage Loan, against
any loss by reason of the invalidity or unenforceability of the lien resulting
from the provisions of the Mortgage providing for adjustment in the Mortgage
Interest Rate and Monthly Payment. Additionally, such lender’s title insurance
policy affirmatively insures ingress and egress to and from the Mortgaged
Property, and against encroachments by or upon the Mortgaged Property or
any
interest therein. The Originator 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. No claims have been made under
such
lender’s title insurance policy, and no prior holder of the related Mortgage,
including the Seller, has done, by act or omission, anything which would
impair
the coverage of such lender’s title insurance policy;
(xvii) No
Defaults.
There
is no default, breach, violation or event of acceleration existing under
the
Mortgage or the Mortgage Note and no event which, with the passage of time
or
with notice and the expiration of any grace or cure period, would constitute
a
default, breach, violation or event of acceleration, and the Seller has
not
waived any default, breach, violation or event of acceleration. With respect
to
each Mortgage Loan which is indicated to be a Second Lien Mortgage Loan
(as
reflected on the Mortgage Loan Schedule) (i) the First Lien is in full
force and
effect, (ii) there is no default, breach, violation or event of acceleration
existing under such First Lien mortgage or the related mortgage note, (iii)
no
event which, with the passage of time or with notice and the expiration
of any
grace or cure period, would constitute a default, breach, violation or
event of
acceleration thereunder, and either (A) the First Lien mortgage contains
a
provision which allows or (B) applicable law requires, the mortgagee under
the
Second Lien Mortgage Loan to receive notice of, and affords such mortgagee
an
opportunity to cure any default by payment in full or otherwise under the
First
Lien mortgage;
(xviii) No
Mechanics’ Liens.
There
are no mechanics’ or similar liens or claims which have been filed for work,
labor or material (and no rights are outstanding that under 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;
(xix) Origination.
The
Mortgage Loan was originated by the Originator or by a savings and loan
association, a savings bank, a commercial bank or similar banking institution
which is supervised and examined by a federal or state authority, or by
a
mortgagee approved as such by the Secretary of HUD;
(xx) Payment
Terms.
Payments on the Mortgage Loan shall commence (with respect to any newly
originated Mortgage Loans) or commenced no more than sixty days after the
proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest
at the Mortgage Interest Rate. With respect to each Mortgage Loan, the
Mortgage
Note is payable on the first day of each month in Monthly Payments, which,
(A)
in the case of a Fixed Rate Mortgage Loan, are sufficient to fully amortize
the
original principal balance over the original term thereof (other than with
respect to a Mortgage Loan identified on the Mortgage Loan Schedule as
an
interest-only Mortgage Loan during the interest-only period or a Mortgage
Loan
which is identified on the Mortgage Loan Schedule as a Balloon Mortgage
Loan)
and to pay interest at the related Mortgage Interest Rate, and (B) in the
case
of an Adjustable Rate Mortgage Loan, are changed on each Adjustment Date,
and in
any case, are sufficient to fully amortize the original principal balance
over
the original term thereof (other than with respect to a Mortgage Loan identified
on the Mortgage Loan Schedule as an interest-only Mortgage Loan during
the
interest-only period or a Mortgage Loan which is identified on the Mortgage
Loan
Schedule as a Balloon Mortgage Loan) and to pay interest at the related
Mortgage
Interest Rate. The Index for each Adjustable Rate Mortgage Loan is as defined
in
the Mortgage Loan Schedule. With respect to each Mortgage Loan identified
on the
Mortgage Loan Schedule as an interest-only Mortgage Loan, the interest-only
period shall not exceed the period specified on the Mortgage Loan Schedule
and
following the expiration of such interest-only period, the remaining Monthly
Payments shall be sufficient to fully amortize the original principal balance
over the remaining term of the Mortgage Loan. With respect to each Balloon
Mortgage Loan, the Mortgage Note requires a monthly payment which is sufficient
to fully amortize the original principal balance over a term greater than
the
original term thereof and to pay interest at the related Mortgage Interest
Rate
and requires a final Monthly Payment substantially greater than the preceding
monthly payment which is sufficient to repay the remaining unpaid principal
balance of the Balloon Mortgage Loan as of the Due Date of such Monthly
Payment.
No Balloon Mortgage Loan has an original stated maturity of less than seven
(7)
years. The Mortgage Note does not permit negative amortization. No Mortgage
Loan
had an original term to maturity of more than thirty (30) years;
(xxi) Origination
and Collection Practices; Escrow Deposits.
The
origination, servicing and collection practices used by the Originator
or any
sub-servicer with respect to each Mortgage Note and Mortgage, including
without
limitation the establishment, maintenance and servicing of the Escrow Accounts
and Escrow Payments, if any, since origination have been in all respects
legal,
proper, prudent and customary in the mortgage origination and servicing
industry. The Mortgage Loan has been serviced by the Originator or any
sub-servicer and any predecessor servicer in accordance with all applicable
laws, rules and regulations, the terms of the Mortgage Note and Mortgage,
and
the Xxxxxx Xxx and Xxxxxxx Mac servicing guides. With respect to escrow
deposits
and Escrow Payments (other than with respect to each Mortgage Loan which
is
indicated to be a Second Lien Mortgage Loan and for which the mortgagee
under
the First Lien is collecting Escrow Payments (as reflected on the Mortgage
Loan
Schedule)), if any, all such payments are in the possession of, or under
the
control of, the Originator or any sub-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 Originator or any sub-servicer have been capitalized under
any
Mortgage or the related Mortgage Note and no such escrow deposits or Escrow
Payments are being held by the Seller for any work on a Mortgaged Property
which
has not been completed;
(xxii) Mortgaged
Property Undamaged.
As of
the Closing Date, the Mortgaged Property is free of damage and waste and
is in
good repair, and there is no proceeding pending or threatened for the total
or
partial condemnation thereof nor is such a proceeding currently
occurring;
(xxiii) Customary
Provisions.
The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (a) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. The
Mortgaged Property has not been subject to any bankruptcy proceeding or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor which would interfere with the right to sell the Mortgaged
Property at a trustee’s sale or the right to foreclose the Mortgage; The
Mortgagor has not notified the Seller and the Seller has no knowledge of
any
relief requested or allowed to the Mortgagor under the Servicemembers Civil
Relief Act;
(xxiv) Appraisal.
Unless
otherwise set forth on the Mortgage Loan Schedule, the Mortgage File contains
an
appraisal of the related Mortgaged Property which, (a) with respect to
First
Lien Mortgage Loans, was on appraisal form 1004 or form 2055 with an interior
inspection, or (b) with respect to Second Lien Mortgage Loans, was on appraisal
form 704, 2065 or 2055 with an exterior only inspection, and (c) with respect
to
(a) or (b) above, was made and signed, prior to the approval of the Mortgage
Loan application, by a qualified appraiser, duly appointed by the Originator,
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 and who met the minimum qualifications
of
Xxxxxx Mae and Xxxxxxx Mac. Each appraisal of the Mortgage Loan was made
in
accordance with the relevant provisions of the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989;
(xxv) Deeds
of Trust.
In the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except
in
connection with a trustee’s sale after default by the Mortgagor;
(xxvi) Construction
or Rehabilitation of Mortgaged Property.
No
Mortgage Loan was made in connection with (a) the construction or rehabilitation
of a Mortgaged Property or (b) facilitating the trade-in or exchange of
a
Mortgaged Property;
(xxvii) LTV;
CLTV.
The
Loan-to-Value Ratio of any Mortgage Loan at origination was not more than
95%
and the CLTV of any Mortgage Loan at origination was not more than 100%;
Each
Mortgage Loan (other than any Mortgage Loan underwritten pursuant to the
Originator’s Subprime Underwriting Guidelines) with an original Loan-to-Value
Ratio at origination greater than 80% is and will be subject to a Primary
Insurance Policy, issued by a Qualified Insurer, which insures that portion
of
the Mortgage Loan in excess of the portion of the Appraised Value of the
Mortgaged Property as required by Xxxxxx Mae. All provisions of such Primary
Insurance Policy have been and are being complied with, such policy is
in full
force and effect, and all premiums due thereunder have been paid. Any Mortgage
subject to any such Primary Insurance Policy obligates the Mortgagor thereunder
to maintain such insurance and to pay all premiums and charges in connection
therewith. The Mortgage Interest Rate for the Mortgage Loan does not include
any
such insurance premium (if any). If a Mortgage Loan is identified on the
Mortgage Loan Schedule as subject to a Lender Paid Mortgage Insurance Policy,
such policy insures that portion of the Mortgage Loan set forth in the
LPMI
Policy. All provisions of any such LPMI Policy have been and are being
complied
with, such policy is in full force and effect, and all premiums due thereunder
have been paid. The Mortgage Interest Rate for the Mortgage Loan does not
include the insurance premium for any LPMI Policy (if any);
(xxviii) Occupancy
of the Mortgaged Property.
The
Mortgaged Property is lawfully occupied under applicable law; all inspections,
licenses and certificates required to be made or issued with respect to
all
occupied portions of the Mortgaged Property and, with respect to the use
and
occupancy of the same, including but not limited to certificates of occupancy
and fire underwriting certificates, have been made or obtained from the
appropriate authorities. No improvement located on or being part of any
Mortgaged Property is in violation of any applicable zoning and subdivision
law,
ordinance or regulation;
(xxix) No
Error, Omission, Fraud etc.
No
error, omission, misrepresentation, negligence, fraud or similar occurrence
with
respect to a Mortgage Loan has taken place on the part of any person, including
without limitation the Originator, the Mortgagor, any appraiser, any builder
or
developer, or any other party involved in the origination of the Mortgage
Loan
or in the application of any insurance in relation to such Mortgage
Loan;
(xxx) Consolidation
of Advances; Lien Priority.
Any
principal advances made to the Mortgagor prior to the Cut-off Date have
been
consolidated with the outstanding principal amount secured by the Mortgage,
and
the secured principal amount, as consolidated, bears a single interest
rate and
single repayment term reflected on the Mortgage Loan Schedule. The lien
of the
Mortgage securing the consolidated principal amount is expressly insured
as
having (A) first lien priority with respect to each Mortgage Loan which
is
indicated to be a First Lien (as reflected on the Mortgage Loan Schedule),
or
(B) second lien priority with respect to each Mortgage Loan which is indicated
by the Seller to be a Second Lien Mortgage Loan (as reflected on the Mortgage
Loan Schedule), in either case, by a title insurance policy, an endorsement
to
the policy insuring the mortgagee’s consolidated interest or by other title
evidence acceptable to Xxxxxx Xxx and Xxxxxxx Mac. The consolidated principal
amount does not exceed the original principal amount of the Mortgage
Loan;
(xxxi) HOEPA.
No
Mortgage Loan is (a) subject to the provisions of the Homeownership and
Equity
Protection Act of 1994 as amended (“HOEPA”), or has an “annual percentage rate”
or “total points and fees” payable by the borrower (as each term is defined
under HOEPA) that equals or exceeds the applicable thresholds defined under
HOEPA (Section 32 of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i) and
(ii)),
(b) a “high cost” mortgage loan, “covered” mortgage loan (excluding home loans
defined as “covered home loans” in the New Jersey Home Ownership Security Act of
2002 that were originated between November 26, 2003 and July 7, 2004),
“high
risk home” mortgage loan, or “predatory” mortgage loan or any other comparable
term, no matter how defined under any federal, state or local law, provided
that
this determination shall be made with respect to the relevant state or
local
law, regardless of the effect of any available federal preemption, other
than
exemptions specifically provided for in the relevant state or local law,
(c)
subject to any comparable federal, state or local statutes or regulations,
or
any other statute or regulation providing for heightened regulatory scrutiny,
assignee liability to holders of such mortgage loans or additional legal
liability for mortgage loans having high interest rates, points and/or
fees, or
(d) a High Cost Loan or Covered Loan, as applicable (as such terms are
defined
in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix
E);
(xxxii) Due-On-Sale.
Each
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the related Mortgage Loan in the event
the
related Mortgaged Property is sold or transferred without the prior consent
of
the mortgagee thereunder;
(xxxiii) Second
Liens.
With
respect to each Mortgage Loan which is a Second Lien, (i) the related First
Lien
does not provide for negative amortization, (ii) either no consent for
the
Mortgage Loan is required by the holder of the First Lien or such consent
has
been obtained and is contained in the Mortgage File and (iii) such Second
Lien
is on a Residential Dwelling that is (or will be) the principal residence
of the
Mortgagor upon origination of the Second Lien;
(xxxiv) Prepayment
Charges in Mortgage Loan Documents.
The
Mortgage Loan Documents with respect to each Mortgage Loan subject to Prepayment
Charges specifically authorizes such Prepayment Charges to be collected,
such
Prepayment Charges are permissible and enforceable in accordance with the
terms
of the related Mortgage Loan Documents and all federal, state and local
laws
(except to the extent that the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, receivership and other similar laws
relating
to creditors’ rights generally or the collectability thereof may be limited due
to acceleration in connection with a foreclosure) and each Prepayment Charge
was
originated in compliance with all federal, state and local laws;
(xxxv) Compliance
with Patriot Act.
The
Originator has complied with all applicable anti-money laundering laws
and
regulations, including without limitation the USA Patriot Act of 2001
(collectively, the “Anti-Money Laundering Laws”). The Originator has established
an anti-money laundering compliance program as required by the Anti-Money
Laundering Laws, has conducted the requisite due diligence in connection
with
the origination of each Mortgage Loan for purposes of the Anti-Money Laundering
Laws, including with respect to the legitimacy of the applicable Mortgagor
and
the origin of the assets used by the said Mortgagor to purchase the property
in
question, and maintains, and will maintain, sufficient information to identify
the applicable Mortgagor for purposes of the Anti-Money Laundering Laws;
no
Mortgage Loan is subject to nullification pursuant to Executive Order 13224
(the
“Executive Order”) or the regulations promulgated by the Office of Foreign
Assets Control of the United States Department of the Treasury (the “OFAC
Regulations”) or in violation of the Executive Order or the OFAC Regulations,
and no Mortgagor is subject to the provisions of such Executive Order or
the
OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
Regulations;
(xxxvi) MERS
Mortgage Loans.
With
respect to each MERS Mortgage Loan, a MIN has been assigned by MERS and
such MIN
is accurately provided on the Mortgage Loan Schedule. The related Assignment
of
Mortgage to MERS has been duly and properly recorded or has been delivered
for
recording to the applicable recording office. With respect to each MERS
Mortgage
Loan, the Originator has not received any notice of liens or legal actions
with
respect to such Mortgage Loan and no such notices have been electronically
posted by MERS;
(xxxvii) FACT
Act.
The
sale or transfer of the Mortgage Loan by the Seller complies with all federal,
state, and local laws, rules, and regulations governing such sale or transfer,
including, without limitation, the Fair and Accurate Credit Transactions
Act
(“FACT Act”) and the Fair Credit Reporting Act, each as may be amended from time
to time, and the Seller has not received any actual or constructive notice
of
any identity theft, fraud, or other misrepresentation in connection with
such
Mortgage Loan or any party thereto.
(xxxviii) Qualified
Mortgage.
Each
Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1);
(xxxix) Condos
and PUDs.
If the
Residential Dwelling on the Mortgaged Property is a condominium unit or
a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project meets the eligibility
requirements of the Originator’s Underwriting Guidelines;
(xl) Appraised
Value.
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;
(xli) No
Additional Collateral.
The
Mortgage Note is not and has not been secured by any collateral except
the lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to in
(xi) above;
(xlii) Buydown
Mortgage Loans.
No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(a)
paid or partially paid with funds deposited in any separate account established
by the Originator, the Mortgagor, or anyone on behalf of the Mortgagor,
(b) paid
by any source other than the Mortgagor or (c) contains any other similar
provisions which may constitute a “buydown” provision.
(xliii) No
Convertible Mortgage Loans; No Graduated Payments or Contingent
Interests.
No
Mortgage Loan is a Convertible Mortgage Loan. 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;
(xliv) Disclosure
Materials.
The
Mortgagor has executed a statement to the effect that the Mortgagor has
received
all disclosure materials required by law with respect to the making of
fixed
rate mortgage loans in the case of Fixed Rate Mortgage Loans, and adjustable
rate mortgage loans in the case of Adjustable Rate Mortgage Loans and rescission
materials with respect to Refinanced Mortgage Loans, and such statement
is and
will remain in the Mortgage File;
(xlv) Recordation
of Mortgages.
Each
original Mortgage was recorded and all subsequent assignments of the original
Mortgage (other than the assignment to the Seller) have been recorded,
or are in
the process of being recorded, in the appropriate jurisdictions wherein
such
recordation is necessary to perfect the lien thereof as against creditors
of the
Originator. As to any Mortgage Loan which is not a MERS Mortgage Loan,
the
Assignment of Mortgage is in recordable form (except for the name of the
assignee which is blank) and is acceptable for recording under the laws
of the
jurisdiction in which the Mortgaged Property is located;
(xlvi) Texas
Refinance Loans.
Each
Mortgage Loan originated in the state of Texas pursuant to Article XVI,
Section
50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
originated in compliance with the provisions of Article XVI, Section 50(a)(6)
of
the Texas Constitution, Texas Civil Statutes and the Texas Finance Code.
With
respect to each Texas Refinance Loan that is a Cash Out Refinancing, the
related
Mortgage Loan Documents state that the Mortgagor may prepay such Texas
Refinance
Loan in whole or in part without incurring a Prepayment Charge. The Seller
does
not collect any such Prepayment Charges in connection with any such Texas
Refinance Loan;
(xlvii) Verification
of Down Payment.
Unless
otherwise set forth on the Mortgage Loan Schedule, the source of the down
payment with respect to each Mortgage Loan has been fully verified by the
Originator;
(xlviii) Tax
Service Contracts.
The
Originator shall, at its own expense, cause each Mortgage Loan to be covered
by
a “life of loan” Tax Service Contract which is assignable to the Seller or its
designee at no cost to the Seller or its designee; provided however, that
if the
Originator fails to purchase such Tax Service Contract, the Originator
shall be
required to reimburse the Seller for all costs and expenses incurred by
the
Seller in connection with the purchase of any such Tax Service
Contract;
(xlix) No
Cooperatives; No Commercial Property; No Mixed Use Property, No Manufacture
Housing.
No
Mortgage Loan is secured by cooperative housing, commercial property,
manufactured housing, a mobile home or mixed use property;
(l) No
Adverse Selection.
No
selection procedures were used by the Seller that identified the Mortgage
Loans
as being less desirable or valuable than other comparable mortgage loans
in the
Seller’s portfolio;
(li) Georgia.
No
Mortgage Loan originated or modified on or after October 1, 2002 and prior
to
March 7, 2003 is secured by a Mortgaged Property located in the State of
Georgia. No Mortgage Loan originated on or after March 7, 2003 is a “high cost
home loan” as defined under the Georgia Fair Lending Act.
(lii) Reserved;
(liii) No
Ground Leases.
No
Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
as
a lessee under a ground lease of the related Mortgaged Property;
(liv) Broker
Fees.
The
Mortgagor has not made or caused to be made any payment in the nature of
an
“overage” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
(lv) No
Notification of Prepayments in Full.
The
Mortgage Loan was not prepaid in full prior to the Closing Date and the
Originator has not received notification from a Mortgagor that a prepayment
in
full shall be made after the Closing Date;
(lvi) Limitation
on number of Mortgage Notes per Borrower.
No
Mortgagor is the obligor on more than two Mortgage Notes in the related
Mortgage
Loan pool;
(lvii) Prepayment
Charges; With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a Prepayment Charge upon a Principal Prepayment prior to maturity: (i)
prior to
the Mortgage Loan’s origination, the Mortgagor agreed to such Prepayment Charge
in exchange for a monetary benefit, including but not limited to a Mortgage
Interest Rate or fee reduction, (ii) prior to the Mortgage Loan’s origination,
the Mortgagor was offered the option of obtaining a Mortgage Loan that
did not
require payment of a Prepayment Charge and the originator of the Mortgage
Loan
had a written policy of offering borrowers, or requiring third-party brokers
to
offer borrowers, the option of obtaining a mortgage loan that did not require
the payment of a Prepayment Charge, (iii) the Prepayment Charge is disclosed
to
the Mortgagor in the Mortgage Loan Documents pursuant to state and federal
law,
(iv) for Mortgage Loans originated on or after October 1, 2002, the duration
of
the prepayment period shall not exceed three (3) years from the date of
the
Mortgage Note, unless the Mortgage Loan was modified to reduce the prepayment
period to no more than three years from the date of the Mortgage Note and
the
Mortgagor was notified in writing of such reduction in the prepayment period,
(v) no Mortgage Loan originated prior to October 1, 2002 has a Prepayment
Charge
longer than five years and (vi) notwithstanding any state or federal law
to the
contrary, the Originator shall not impose such Prepayment Charge in any
instance
when the Mortgage Loan is accelerated or paid off in connection with the
workout
of a delinquent mortgage or due to the Mortgagor’s default. Each Prepayment
Charge is permissible, collectable and enforceable.
(lviii) No
Predatory Lending.
No
predatory, abusive or deceptive lending practices, including but not limited
to,
the extension of credit to a Mortgagor without regard for the Mortgagor’s
ability to repay the Mortgage Loan and the extension of credit to a Mortgagor
which has no tangible net benefit to the Mortgagor, were employed in connection
with the origination of the Mortgage Loan. Each Mortgage Loan is in compliance
with the anti-predatory lending eligibility for purchase requirements of
Xxxxxx
Mae’s Selling Guide. No Mortgagor was encouraged or required to select a
Mortgage Loan product offered by the Mortgage Loan’s originator which is a
higher cost product designed for less creditworthy borrowers, unless at
the time
of the Mortgage Loan’s origination, such Mortgagor did not qualify taking into
account credit history and debt to income ratios for a lower cost credit
product
then offered by the Mortgage Loan’s originator or any affiliate of the Mortgage
Loan’s originator. If, at the time of the related loan application, the
Mortgagor may have qualified for a lower cost credit product then offered
by any
mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
Loan’s originator referred the Mortgagor’s application to such affiliate for
underwriting consideration;
(lix) Underwriting
Methodology.
The
methodology used in underwriting the extension of credit for each Mortgage
Loan
employs objective mathematical principles which relate the Mortgagor’s income,
assets and liabilities to the proposed payment and such underwriting methodology
did and does not rely solely on the extent of the Mortgagor’s equity in the
collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology confirmed that at the time of
origination (application/approval) the Mortgagor had a reasonable ability
to
make timely payments on the Mortgage Loan.
(lx) Points
and Fees Disclosed.
All
points, fees and charges, including finance charges (whether or not financed,
assessed, collected or to be collected), in connection with the origination
and
servicing of any Mortgage Loan were disclosed in writing to the related
Mortgagor in accordance with state and federal laws and regulations and
no
related Mortgagor was charged “points and fees” (whether or not financed) in an
amount that exceeds the greater of (1) 5% of the principal amount of such
loan
or (2) $1,000. For the purposes of this representation, “points and fees” (a)
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 (b) exclude bona fide discount points,
fees
paid for actual services rendered in connection with the origination of
the
Mortgage Loan (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) and the cost of mortgage insurance
or
credit-risk price adjustments; the costs of title, hazard, and flood insurance
policies; state and local transfer taxes or fees; escrow deposits for the
future
payment of taxes and insurance premiums; and other miscellaneous fees and
charges, which miscellaneous fees and charges in total, do not exceed 0.25
percent of the loan amount);
(lxi) Full
File Credit Reporting (Xxxxxx Xxx).
The
Originator will transmit full-file credit reporting data for each Mortgage
Loan
pursuant to Xxxxxx Mae Guide Announcement 95-19 and for each Mortgage Loan,
the
Originator agrees it shall report one of the following statuses each month
as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
(lxii) No
Credit Life Policies.
No
Mortgagor was required to purchase any single premium credit insurance
policy
(e.g. life, mortgage, disability, accident, unemployment, property or health
insurance product) or debt cancellation agreement as a condition of obtaining
the extension of credit. No Mortgagor obtained a prepaid single premium
credit
insurance policy (e.g. life, mortgage, disability, accident, unemployment,
property or health insurance product) in connection with the origination
of the
Mortgage Loan, and no proceeds from any Mortgage Loan were used to purchase
single-premium credit insurance policies or debt cancellation agreements
as part
of the origination of, or as a condition to closing, such Mortgage Loan;
and
(lxiii) No
Arbitration.
With
respect to each Mortgage Loan, neither the related Mortgage nor the related
Mortgage Note requires the Mortgagor to submit to arbitration to resolve
any
dispute arising out of or relating in any way to the Mortgage Loan; No
Mortgagor
agreed to submit to arbitration to resolve any dispute arising out of or
relating in any way to the Mortgage Loan.
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 February 1, 2007, among Citigroup
Mortgage Loan Trust Inc., as Depositor, Opteum Financial Services,
LLC 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]
Well
Fargo Bank, N.A.
Xxxxx
Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx,
Xxxxxxxxx 00000
Attn:
Transfer Unit: CMLTI 2007-OPX1
Re:
|
Citigroup
Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates,
Series 2007-OPX1, 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 February 1, 2007, among
Citigroup Mortgage Loan Trust Inc., as Depositor, Opteum Financial Services,
LLC
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:
Transfer Unit: CMLTI 2007-OPX1
Citibank
N.A.
Collateral
Management Group
000
Xxxx
00xx
Xxxxxx,
0xx
XX
Xxx
Xxxx,
XX 00000
Re:
|
Citigroup
Mortgage Loan Trust Inc., Asset-Backed Pass-Through
Certificates,
Class, Series 2007-OPX1, 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 and the Basis Risk Cap 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
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 appropriate tax certification form that would be required
from the Net WAC Rate Carryover Reserve Account to eliminate any withholding
or
deduction for taxes from amounts payable by the Basis Risk Cap Provider,
pursuant to the Basis Risk Cap Agreements, to the Trust Administrator and
the
Basis Risk Cap Provider on behalf of the Net WAC Rate Carryover Reserve 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 Basis Risk Cap Provider, upon its request, solely
to
the extent the Basis Risk Cap 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 Basis Risk Cap Provider,
the Trust Administrator shall be required to forward any tax certification
received by it to the Basis Risk Cap 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 Basis
Risk
Cap Provider nor any action taken or not taken by the Basis Risk Cap 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 Basis
Risk
Cap 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
February 1, 2007, among Citigroup Mortgage Loan Trust Inc., as Depositor,
Opteum
Financial Services, LLC 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.
|
|
___
|
BANK.
The Transferee (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia,
the
business of which is substantially confined to banking and is supervised
by the State or territorial banking commission or similar official
or is a
foreign bank or equivalent institution, and (b) has an audited
net worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
|
|
___
|
SAVINGS
AND LOAN. The Transferee (a) is a savings and loan association,
building
and loan association, cooperative bank, homestead association or
similar
institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a
foreign
savings and loan association or equivalent institution and (b)
has an
audited net worth of at least
|
|
___
|
BROKER-DEALER.
The Transferee is a dealer registered pursuant to Section 15 of
the
Securities Exchange Act of 1934.
|
|
___
|
INSURANCE
COMPANY. The Transferee is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which
is
subject to supervision by the insurance commissioner or a similar
official
or agency of a State, territory or the District of
Columbia.
|
|
___
|
STATE
OR LOCAL PLAN. The Transferee is a plan established and maintained
by a
State, its political subdivisions, or any agency or instrumentality
of the
State or its political subdivisions, for the benefit of its
employees.
|
|
___
|
ERISA
PLAN. The Transferee is an employee benefit plan within the meaning
of
Title I of the Employee Retirement Income Security Act of 1974,
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.
|
|
Dated:
|
|||||||||||||
Print
Name of Transferee
|
|||||||||||||
By:
|
|||||||||||||
Name:
|
|||||||||||||
Title:
|
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.
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 February 1, 2007
(the “Agreement”),
among
Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
Opteum Financial Services, LLC 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.
o The
transfer of the Certificate
complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and,
accordingly,
(i)
|
the
Transferee is an “eligible corporation,” as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), as to which income from
the
Certificate will only be taxed in the United
States;
|
(ii)
|
at
the time of the transfer, and at the close of the Transferee’s two fiscal
years preceding the year of the transfer, the Transferee had gross
assets
for financial reporting purposes (excluding any obligation of a
person
related to the Transferee within the meaning of U.S. Treasury Regulations
Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
in
excess of $10 million;
|
(iii)
|
the
Transferee will transfer the Certificate only to another “eligible
corporation,” as defined in U.S. Treasury Regulations Section
1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
of
Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
of
the U.S. Treasury Regulations;
and
|
(iv)
|
the
Transferee determined the consideration paid to it to acquire the
Certificate based on reasonable market assumptions (including,
but not
limited to, borrowing and investment rates, prepayment and loss
assumptions, expense and reinvestment assumptions, tax rates and
other
factors specific to the Transferee) that it has determined in good
faith.
|
o None
of the
above.
13. The
Transferee is not an employee benefit plan that is subject to Title I of
ERISA
or a plan that is subject to Section 4975 of the Code or a plan subject to
any Federal, state or local law that is substantially similar to Title I
of
ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
of
or investing plan assets of such a plan.
IN
WITNESS WHEREOF, the Transferee has caused this instrument to be executed
on its
behalf, pursuant to authority of its Board of Directors, by its duly authorized
officer and its corporate seal to be hereunto affixed, duly attested, this
day
of
,
20 .
[NAME
OF TRANSFEREE]
|
|||||||||||||
By:
|
|||||||||||||
Name:
|
|||||||||||||
Title:
|
[Corporate
Seal]
ATTEST:
[Assistant]
Secretary
Personally
appeared before me the above-named __________, known or proved to me to be
the
same person who executed the foregoing instrument and to be the ___________
of
the Transferee, and acknowledged that he executed the same as his free act
and
deed and the free act and deed of the Transferee.
Subscribed
and sworn before me this
day
of
,
20 .
NOTARY
PUBLIC
|
|
My
Commission expires the __ day
of
_________, 20__
|
FORM
OF
TRANSFEROR AFFIDAVIT
STATE
OF NEW YORK
|
)
|
|
)
|
||
COUNTY
OF NEW YORK
|
)
|
__________________________,
being duly sworn, deposes, represents and warrants as follows:
1. I
am a
____________________ of ____________________________ (the “Owner”), a
corporation duly organized and existing under the laws of ______________,
on
behalf of whom I make this affidavit.
2. The
Owner
is not transferring the Class R Certificates or Class R-X Certificates (the
“Residual Certificates”) to impede the assessment or collection of any
tax.
3. The
Owner
has no actual knowledge that the Person that is the proposed transferee (the
“Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
any taxes owed by such proposed transferee as holder of the Residual
Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
for so long as the Residual Certificates remain outstanding and (iii) is
not a
Permitted Transferee.
4. The
Owner
understands that the Purchaser has delivered to the 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:
Transfer Unit: CMLTI 2007-OPX1
Re:
Citigroup
Mortgage Loan Trust Inc.
Asset-Backed
Pass-Through Certificates, Series 2007-OPX1, Mortgage Class
Dear
Sirs:
_______________________
(the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
Mortgage Loan Trust Inc., Series 2007-OPX1, Asset-Backed Pass-Through
Certificates, Class [CE] [P] [R] (the “Certificates”), issued pursuant to a
Pooling and Servicing Agreement dated as of February 1, 2007 (the “Agreement”),
among
Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
Opteum Financial Services, LLC 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-OPX1
Asset-Backed
Pass-Through Certificates, Series
2007-OPX1
|
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-OPX1 (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: Opteum Financial Services, LLC.
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-OPX1
Asset-Backed
Pass-Through Certificates, Series
2007-OPX1
|
Opteum
Financial Services, LLC 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, Master Servicer and/or 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, Master
Servicer and/or 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, Master Servicer and/or Trust Administrator.
Any
material instances of noncompliance described in such reports have been
disclosed to the Depositor, Master Servicer and/or 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 February 1, 2007 (the “Pooling and
Servicing Agreement”), among the Depositor as depositor, Opteum Financial
Services, LLC as servicer, Xxxxx Fargo Bank, N.A. as master servicer and
as
trust administrator and U.S. Bank National Association as trustee.
OPTEUM
FINANCIAL SERVICES, LLC
|
|
By:
|
|
Name:
|
|
Title:
|
|
Date:
|
EXHIBIT
I
FORMS
OF
BASIS RISK CAP AGREEMENTS
(Multicurrency
— Cross Border)
ISDA ®
International
Swap Dealers Association, Inc.
MASTER
AGREEMENT
dated
as
of February
15, 2007
CITIBANK,
N.A., a national banking association organized under the laws of
the
United States
|
and
|
Xxxxx
Fargo Bank, N.A., not in its individual capacity, but solely as
Trust
Administrator on behalf of the Citigroup Mortgage Loan Trust 2007-OPX1,
Asset-Backed Pass-Through Certificates, Series
2007-OPX1
|
have
entered and/or anticipate entering into one or more transactions (each a
“Transaction”) that are or will be governed by this Master Agreement, which
includes the schedule (the “Schedule”), and the documents and other confirming
evidence (each a “Confirmation”) exchanged between the parties confirming those
Transactions.
Accordingly,
the parties agree as follows: —
1.
Interpretation
(a) Definitions.
The
terms defined in Section 14 and in the Schedule will have the meanings therein
specified for the purpose of this Master Agreement.
(b) Inconsistency.
In the
event of any inconsistency between the provisions of the Schedule and the
other
provisions of this Master Agreement, the Schedule will prevail. In the event
of
any inconsistency between the provisions of any Confirmation and this Master
Agreement (including the Schedule), such Confirmation will prevail for the
purpose of the relevant Transaction.
(c) Single
Agreement.
All
Transactions are entered into in reliance on the fact that this Master Agreement
and all Confirmations form a single agreement between the parties (collectively
referred to as this “Agreement”), and the parties would not otherwise enter into
any Transactions.
2.
Obligations
(a) General
Conditions.
(i) Each
party will make each payment or delivery specified in each Confirmation to
be
made by it, subject to the other provisions of this Agreement.
(ii) Payments
under this Agreement will be made on the due date for value on that date
in the
place of the account specified in the relevant Confirmation or otherwise
pursuant to this Agreement, in freely transferable funds and in the manner
customary for payments in the required currency. Where settlement is by delivery
(that is, other than by payment), such delivery will be made for receipt
on the
due date in the manner customary for the relevant obligation unless otherwise
specified in the relevant Confirmation or elsewhere in this
Agreement.
(iii) Each
obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent that no Event of Default or Potential Event of Default with respect
to
the other party has occurred and is continuing, (2) the condition precedent
that
no Early Termination Date in respect of the relevant Transaction has occurred
or
been effectively designated and (3) each other applicable condition precedent
specified in this Agreement.
value
of
that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or
would
have been required to have been paid or performed to (but excluding) such
Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b)
above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the average
of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.
IN
WITNESS WHEREOF the parties have executed this document on the respective
dates
specified below with effect from the date specified on the first page of
this
document.
CITIBANK,
N.A., a national banking association organized under the laws of
the
United States
|
Xxxxx
Fargo Bank, N.A., not in its individual capacity, but solely as
Trust
Administrator on behalf of the Citigroup Mortgage Loan Trust 2007-OPX1,
Asset-Backed Pass-Through Certificates, Series
2007-OPX1
|
||
By: |
By:
|
||
|
|
||
Name:
Title:
Date
|
Name:
Title:
Date
|
SPV
Schedule
SCHEDULE
to
the
ISDA
Master Agreement
dated
as
of February 15, 2007
between
CITIBANK,
N.A.,
a
national banking association organized under the laws of the United
States
("Party
A")
and
Xxxxx
Fargo Bank, N.A., not in its individual capacity, but solely as Trust
Administrator on behalf of the Citigroup Mortgage Loan Trust 2007-OPX1, Asset
Backed Pass-Through Certificates, Series 2007-OPX1
("Party
B")
Part
1
Termination
Provisions
(a)
“Specified
Entity”
means:
(i) in
relation to Party A: not
applicable; and
(ii) in
relation to Party B: not
applicable.
(b)
“Specified
Transaction”
shall
have the meaning specified in Section 14 of this Agreement.
(c) 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)
a
Required Ratings Downgrade Event has occurred and been continuing for 30
or more
Local Business Days and (B) such failure is not remedied on or before the
third
Local Business Day after notice of such failure is given to Party
A.
(d) The
"Breach
of Agreement"
provisions of Section 5(a)(ii) will apply to Party A and will not apply to
Party
B.
(e) The
"Credit
Support Default"
provisions of Section 5(a)(iii) will apply to Party A and will not apply
to
Party B except that Section 5(a)(iii)(1) will apply to Party B solely in
respect
of Party B’s obligations under Paragraph 3(b) of the Credit Support Annex;
provided, however, that notwithstanding anything to the contrary in Section
5(a)(iii)(1), any failure by Party A to comply with or perform any obligation
to
be complied with or performed by Party A under the Credit Support Annex shall
not constitute an Event of Default under Section 5(a)(iii) unless (A)
a
Required Ratings Downgrade Event has occurred and been continuing for 30
or more
Local Business Days and (B) such failure is not remedied on or before the
third
Local Business Day after notice of such failure is given to Party
A.
(f) The
"Misrepresentation"
provisions of Section 5(a)(iv) will apply to Party A and will not apply to
Party
B..
(g) The
"Default
under Specified Transaction"
provisions of Section 5(a)(v) will apply to Party A and will not apply to
Party
B.
(h) 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), the following provisions apply:
"Specified
Indebtedness"
will
have the meaning specified in Section 14 of this Agreement except that such
term
shall not include obligations in respect of deposits received in the ordinary
course of Party A’s banking business.
“Threshold
Amount”
means
with respect to Party A an amount equal to three percent (3%) of the
Shareholders’ Equity of Party A or, if applicable, the Eligible Guarantor.
“Shareholders’
Equity”
means
with respect to an entity, at any time, the sum (as shown in the most recent
annual audited financial statements of such entity) of (i) its capital stock
(including preferred stock) outstanding, taken at par value, (ii) its capital
surplus and (iii) its retained earnings, minus (iv) treasury stock, each
to be
determined in accordance with generally accepted accounting
principles.
(i)
The
"Bankruptcy"
provisions of Section 5(a)(vii) will apply to Party A and will apply to Party
B
except that the provisions of Section 5(a)(vii)(2), (6) (to the extent that
such
provisions refer to any appointment contemplated or effected by the Pooling
and
Servicing Agreement or any appointment to which Party B has not become subject),
(7) and (9) will not apply to Party B; provided that, with respect to Party
B
only, Section 5(a)(vii)(4) is hereby amended by adding after the words “against
it” the words “(excluding any proceeding or petition instituted or presented by
Party A or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
deleting the words “to (7) inclusive” and inserting in lieu thereof “, (3), (4)
as amended, (5), (6) as amended, or (7)”.
(j) The
"Merger
without Assumption"
provisions of Section 5(a)(viii) will apply to Party A and will not apply
to
Party B.
(k) The
“Illegality”
provisions of Section 5(b)(i) will apply to Party A and will apply to Party
B.
(l) The
“Tax
Event”
provisions of Section 5(b)(ii) will apply to Party A and will apply to Party
B,
provided that 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)” are hereby
deleted.
(m) 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.
(n) The
"Credit
Event Upon Merger"
provisions of Section 5(b)(iv) of this Agreement will not apply to
Party A and will not apply to Party B.
(o) The
"Automatic
Early Termination"
provisions of Section 6(a) will not apply to Party A and will not apply to
Party
B;
(p) For
the
purpose of the "Payments
on Early Termination"
provisions of Section 6(e): Market Quotation and Second Method will apply;
provided, however, that, in the event of a Derivative Provider Trigger Event,
the following provisions will apply:
(A)
|
The
definition of Market Quotation in Section 14 shall be deleted in
its
entirety and replaced with the
following:
|
“Market
Quotation” means,
with respect to one or more Terminated Transactions, a Firm Offer
which is
(1) made by a Reference Market-maker that is an Eligible Replacement,
(2)
for an amount that would be paid to Party B (expressed as a negative
number) or by Party B (expressed as a positive number) in consideration
of
an agreement between Party B and such Reference Market-maker to
enter into
a Replacement Transaction, and (3) made on the basis that Unpaid
Amounts
in respect of the Terminated Transaction or group of Transactions
are to
be excluded but, without limitation, any payment or delivery that
would,
but for the relevant Early Termination Date, have been required
(assuming
satisfaction of each applicable condition precedent) after that
Early
Termination Date is to be included.
|
(B)
|
The
definition of “Settlement Amount” shall be deleted in its entirety and
replaced with the following:
|
“”Settlement
Amount”
means,
with respect to any Early Termination Date, an amount (as determined by Party
B)
equal to the Termination Currency Equivalent of the amount (whether positive
or
negative) of any Market Quotation for the relevant Terminated Transaction
or
group of Terminated Transactions that is accepted by Party B so as to become
legally binding, Provided that:
(1) If,
on
the Early Termination Date, no Market Quotation for the relevant Terminated
Transaction or group of Terminated Transactions has been accepted by Party
B so
as to become legally binding and one or more Market Quotations have been
made
and remain capable of becoming legally binding upon acceptance, the Settlement
Amount shall equal the Termination Currency Equivalent of the amount (whether
positive or negative) of the lowest of such Market Quotations (for
the
avoidance of doubt, the lowest of such Market Quotations shall be the lowest
Market Quotation of such Market Quotations expressed as a positive number
or, if
any of such Market Quotations is expressed as a negative number, the Market
Quotation expressed as a negative number with the largest absolute
value);
and
(2) If,
on
the 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 Quotations have been made and remain
capable of becoming legally binding upon acceptance, the Settlement Amount
shall
equal Party B’s Loss (whether positive or negative and without reference to any
Unpaid amounts) for the relevant Terminated Transaction or group of Terminated
Transactions.
(C)
|
If
Party B requests Party A in writing to obtain Market Quotations,
Party A
shall use its reasonable efforts to do so before the Latest Settlement
Amount Determination Day.
|
(D)
|
Without
prejudice to Party B’s discretion as to the time of obtaining and
accepting quotations, Party B shall consult with Party A as to
the day and
time of obtaining any quotations.
|
(E)
|
At
any time on or before the Latest Settlement Amount Determination
Day at
which two or more Market Quotations remain capable of becoming
legally
binding upon acceptance, Party B shall be entitled to accept only
the
lowest of such Market Quotations (for the avoidance of doubt, the
lowest
of such Market Quotations shall be the lowest Market Quotation
of such
Market Quotations expressed as a positive number or, if any of
such Market
Quotations is expressed as a negative number, the Market Quotation
expressed as a negative number with the largest absolute
value).
|
(F)
|
If
the Settlement Amount is a negative number, Section 6(e)(i)(3)
shall be
deleted in its entirety and replaced with the
following:
|
“(3)
Second
Method and Market Quotation.
If the
Second Method and Market Quotation apply, (I) Party B shall pay to Party
A an
amount equal to the absolute value of the Settlement Amount in respect of
the
Terminated Transactions, (II) Party B shall pay to Party A the Termination
Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
A
shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
owing to Party B; provided, however, that (x) the amounts payable under the
immediately preceding clauses (II) and (III) shall be subject to netting
in
accordance with Section 2(c) of this Agreement and (y) notwithstanding any
other
provision of this Agreement, any amount payable by Party A under the immediately
preceding clause (III) shall not be netted-off against any amount payable
by
Party B under the immediately preceding clause (I).”
(q)
"Termination
Currency"
means
United States Dollars.
(r)
"Additional
Termination Event"
will
apply as provided in Part 5(b)
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:
None.
(B) Party
B
makes the following representation:
None.
(ii)
|
Payee
Representations.
For the purpose of Section 3(f) of the Agreement, Party A and Party
B make
the representations specified below, if
any:
|
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.
(iii)
|
Tax
Credit.
Where Party A pays an amount in accordance with Section 2(d)(i)(4)
to
Party B and Party B determines that a tax credit is attributable
either to
the circumstances giving rise to the obligation to make a payment
in
accordance with Section 2(d)(i)(4) or to the payment required by
Section
2(d)(i)(4); and Party B has used or retained that tax credit, Party
B
undertakes to pay to Party A an amount which Party B determines
(in its
absolute discretion) will leave Party A (after that payment) in
the same
after-tax position as it would have been had the payment under
Section
2(d)(i)(4) not been required to be made by Party
A.
|
Part
3
Agreement
to Deliver Documents
For
the
purpose of Section 4(a) of this Agreement:
I.
Tax
forms, documents or certificates to be delivered are:
Party
required to
deliver
document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
(i)
Party A
|
A
correct, complete and duly executed U.S. IRS Form W-9, IRS Form
W-8BEN,
IRS Form W-8ECI, IRS Form W-8EXP and/or IRS Form W-8IMY (or successor
thereto), that eliminates U.S. federal withholding and backup withholding
Tax on payments to Party A under this Agreement.
|
Promptly
upon execution of this Agreement;
|
|
|
|
Party
B
|
Tax
forms relating to the beneficial owner of payments to Party B under
this
Agreement from time to time.
|
Promptly
upon execution of this Agreement any such forms will be applied
for and
delivered promptly upon receipt, but in any event prior to the
first
payment date, or thereafter upon previously delivered forms becoming
obsolete;
|
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)
|
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, and to perform its obligations under the Agreement,
this
Confirmation, and any Credit Support Documents to which it is a
party.
|
Upon
the execution and delivery of this Agreement or in the case of
Party B,
promptly upon receipt
|
Yes
|
Party
A and
Party
B
|
Incumbency
and authority certificate authorizing the officers of the party
signing
the Agreement, this Confirmation, and any relevant Credit Support
Document, as the case may be
|
Upon
the execution and delivery of this Agreement
|
Yes
|
Party
A
|
An
opinion of counsel to Party A
|
Upon
the execution and delivery of this Agreement
|
No
|
Part
4
Miscellaneous
(a)
Addresses
for Notices.
For the
purpose of Section 12(a) of this Agreement:
Address
for notices or communications to Party A:
Address:
000
Xxxx
Xxxxxx
00xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Director
Derivatives Operations
Facsimile
No.: 000
000
0000
(For
all
purposes)
In
addition, in the case of notices or communications relating to Section 5,
6, 11
or 13 of this Agreement, a second copy of any such notice or communication
shall
be addressed to the attention of Party A’s legal department as
follows:
Address:
Legal
Department
00
Xxxxx
Xxxxxx
0xx
Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Department
Head
Facsimile
No.: 000
000
0000
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-OPX1
Facsimile
No: (000)
000-0000
Telephone
No: (000)
000-0000
(b)
Effectiveness
of Notice.
Section
12(a) is hereby amended by deleting the words “facsimile transmission or” in
line 3 thereof.
(c)
Process
Agent.
For the
purpose of Section 13(c) of this Agreement:
Party
A
appoints as its Process Agent: Not
applicable.
Party
B
appoints as its Process Agent: Not applicable.
(d)
Offices.
The
provisions of Section 10(a) will apply to this Agreement.
(e)
Multibranch
Party.
For the
purpose of Section 10(c) of this Agreement:
Party
A
not a Multibranch Party.
Party
B
is not a Multibranch Party.
(f)
Calculation
Agent.
The
Calculation Agent will be 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.
(g)
Credit
Support Document.
Credit
Support Document means any credit support annex from time to time entered
into
between Party A and Party B in relation to this Master Agreement with respect
to
which a Rating Agency Confirmation has been received prior to or at the time
of
entry into such credit support annex,, and, with respect to Party A any
guarantee that is provided to Party B pursuant to Part 5(b) below.
(h)
Credit
Support Provider.
Means
(i) in relation to Party A, if a guarantee is provided to Party B pursuant
to
Part 5 (b) below, the guarantor providing such guarantee and (ii) in relation
to
Party B, not applicable.
(i)
Governing
Law. This
Agreement will be governed by and construed in accordance with the laws of
the
State of New York without regard to the conflict of law provisions thereof
other
than the New York General Obligations Law Sections 5-1401 and
5-1402.
(j)
Jurisdiction.
Section
13(b)(i) of the Agreement is hereby amended by (i) deleting in line 2 the
word
“non-” and (ii) deleting the final paragraph thereof. The following shall be
added at the end of Section 13(b): “Nothing in this provision shall prohibit a
party from bringing an action to enforce a money judgment in any other
jurisdiction.”
(k)
“Affiliate”
will
have the meaning specified in Section 14 of this Agreement except, for purposes
of Section 3(c) of this Agreement, Party A and Party B shall be considered
to
have no Affiliates.
(l)
Netting
of Payments.
The
parties agree that subparagraph (ii) of Section 2(c) will apply to each
Transaction hereunder.
(m)
Single
Agreement.
Section
1(c) shall be amended by the addition of the words “,any credit support annex
from time to time entered into between Party A and Party B in relation to
this
Master Agreement” after the words “Master Agreement”.
(n)
Local
Business Day.
The
definition of Local Business Day in Section 14 of this Agreement shall be
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”.
Part
5
Other
Provisions
(a)
No
Set-Off
(i)
|
All
payments under this Agreement shall be made without set-off or
counterclaim, except as expressly provided for in Section 2(c),
Section 6
or Part 5(j)(ix) below.
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(ii)
|
Section
6(e) shall be amended by the deletion of the following sentence;
"The
amount, if any, payable in respect of an Early Termination Date
and
determined pursuant to this Section will be subject to any
Set-off."
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(b)
Additional
Termination Events.
The
following Additional Termination Events will apply:
(i)
|
S&P
First Rating Trigger Collateral.
If a Relevant Entity no longer meets the S&P Approved Ratings
Threshold, and Party A has failed (A) within thirty (30) calendar
days of
the date on which the Relevant Entity no longer met the S&P Approved
Ratings Threshold to either (i) post collateral in accordance with
the
Credit Support Annex, (ii) furnish an Eligible Guarantee, subject
to
satisfaction of the Rating Agency Condition with respect to S&P, from
an Eligible Guarantor, or (iii) obtain an Eligible Replacement,
or
(B) if Party A has posted collateral in accordance with the Credit
Support
Annex within thirty (30) calendar days of the date on which the
Relevant
Entity no longer meets the S&P Approved Ratings Threshold as provided
under paragraph (A)(i) above, to comply with or perform any other
obligation to be complied with or performed by Party A under the
Credit
Support Annex for so long as the Relevant Entity fails to meet
the S&P
Approved Ratings Threshold and such failure has not been remedied
within
fifteen (15) calendar days of the date on which Party A was required
to
comply with or perform such obligation, then
an Additional Termination Event shall have occurred with respect
to Party
A, and Party A shall be the sole Affected Party with respect to
such
Additional Termination Event.
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(ii) |
Moody's
First Rating Trigger Collateral.
If (A) a Moody’s First Trigger Ratings Event has occurred and been
continuing for at least 30 Local Business Days and (B) Party A
has neither
(i) complied with its obligations to be complied with or performed
in
accordance with the Credit Support Annex nor (ii) furnished an
Eligible
Guarantee or obtained an Eligible Replacement to cause such Moody’s First
Trigger Ratings Event to cease and either (A) no Moody’s Second Trigger
Ratings Event has occurred or (B) less than 30 Local Business Days
have
elapsed since the last time that no Moody’s Second Trigger Ratings Event
had occurred and was continuing, then an Additional Termination
Event
shall have occurred with respect to Party A and Party A shall be
the sole
Affected Party with respect to such Additional Termination
Event.
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(iii)
|
Second
Rating Trigger Replacement.
If
:
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(A)
an S&P Required Ratings Downgrade Event has occurred and been
continuing for 10 Local Business Days and Party A has failed to
(1) post
collateral according to the terms of the Credit Support Annex and
(2)
procure an Eligible Replacement; provided
that Party A shall, while it searches for an Eligible Replacement,
post
and maintain, or continue to maintain, as the case may be, collateral
in
accordance with the terms of the ISDA Credit Support Annex; or
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(B)
(i) At least 30 days have elapsed since the last time that no Moody’s
Second Trigger Ratings Event had occurred and was continuing, (ii)
Party A
has not furnished an Eligible Guarantee or obtained an Eligible
Replacement to cause such Moody’s Second Trigger Ratings Event to cease
and (i) at least one Eligible Replacement has made a firm offer
to be the
transferee of all of Party A’s rights and obligations under this Agreement
(and such offer remains an offer that will become legally binding
upon
such Eligible Replacement upon acceptance by the offeree) and/or
(ii) an
Eligible Guarantor has made a Firm Offer to provide an Eligible
Guarantee
(and such Firm Offer remains an offer that will become legally
binding
upon such Eligible Guarantor immediately upon acceptance by the
offeree),
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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.
(iv)
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Amendment
of Pooling and Servicing Agreement.
If, without the prior written consent of Party A to the extent
such
consent is required under the Pooling and Servicing Agreement (such
consent not to be unreasonably withheld), an amendment is made
to the
Pooling and Servicing Agreement which amendment could reasonably
be
expected to have a material adverse effect on the interests of
Party A
(excluding, for the avoidance of doubt, any amendment to the Pooling
and
Servicing Agreement that is entered into solely for the purpose
of
appointing a successor servicer, master servicer, securities
administrator, trustee or other service provider) under this Agreement,
an
Additional Termination Event shall have occurred with respect to
Party B
and Party B shall be the sole Affected Party with respect to such
Additional Termination Event.
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(v)
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Swap
Disclosure Event.
If, upon the occurrence of a Swap Disclosure Event (as defined
in Part
5(q) below) Party A has not, within 10 Business Days after such
Swap
Disclosure Event complied with any of the provisions set forth
in clause
(iii) of Party 5(q) below, then an Additional Termination Event
shall have
occurred with respect to Party A and Party A shall be the sole
Affected
Party with respect to such Additional Termination
Event.
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(c)
Required
Ratings Downgrade Event.
So long
as a Moody's Second Trigger Rating Event has occurred and is continuing,
then
Party A shall, as soon as reasonably practicable and so long as a Moody's
Second
Trigger Rating Event is in effect, at its own expense, use commercially
reasonable efforts to attempt to procure either (A) a Permitted Transfer
or (B)
an Eligible Guarantee from an Eligible Guarantor.
(d)
Timing
of Payments by Party B upon Early Termination.
Notwithstanding anything to the contrary in Section 6(d)(ii), to the extent
that
all or a portion (in either case, the “Unfunded Amount”) of any amount that is
calculated as being due in respect of any Early Termination Date under Section
6(e) from Party B to Party A will be paid by Party B from amounts other than
any
upfront payment paid to Party B by an Eligible Replacement that has entered
a
Replacement Transaction with Party B, then such Unfunded Amount shall be
due on
the next subsequent Distribution Date following the date on which the payment
would have been payable as determined in accordance with Section 6(d)(ii),
and
on any subsequent Distribution Dates until paid in full (or if such Early
Termination Date is the final Distribution Date, on such final Distribution
Date); provided, however, that if the date on which the payment would have
been
payable as determined in accordance with Section 6(d)(ii) is a Distribution
Date, such payment will be payable on such Distribution Date.
(e) Rating
Agency Notifications.
Notwithstanding any other provision of this Agreement, no Early Termination
Date
shall be effectively designated hereunder by Party B and no transfer of any
rights or obligations under this Agreement shall be made by either party
unless
each Swap Rating Agency has been given prior written notice of such designation
or transfer.
(f)
Limitation
on Events of Default.
Notwithstanding the provisions of Sections 5 and 6, with respect to any
Transaction, if at any time and so long as Party B has satisfied in full
all its
payment obligations under Section 2(a)(i) in respect of each Transaction
executed pursuant hereto (each, a “Cap Transaction”) and has at the time no
future payment obligations, whether absolute or contingent, under such Section
in respect of such Cap 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 such
Cap
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 such
Cap
Transaction and (b) Party A shall be entitled to designate an Early Termination
Date pursuant to Section 6 in respect of such Cap 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. For purposes of the Transactions
executed pursuant hereto, Party A acknowledges and agrees that Party B’s only
payment obligation under Section 2(a)(i) in respect of each Cap Transaction
is
to pay the related Fixed Amount on the related Fixed Amount Payer Payment
Date.
(g)
Reserved.
(h)
Limited
Recourse.
Notwithstanding any other provision of this Agreement to the contrary, Party
A
hereby acknowledges and agrees that all of Party B's obligations hereunder
or in
connection herewith will be solely the corporate obligations of Party B,
and
Party A will not have any recourse to any of the directors, officers,
incorporators, shareholders, partners, agents or Affiliates of Party B or
any of
their successors or assigns with respect to any claims, losses, damages,
liabilities, indemnities or other obligations in connection with any
transactions contemplated hereby. The provisions of this paragraph will survive
the designation of any Early Termination Date and any termination of this
Agreement.
(i)
Non-petition.
Party A
agrees not to institute against or join any person in instituting against
Party
B any bankruptcy, reorganization, arrangement, insolvency, moratorium or
liquidation proceeding or other similar proceeding against Party B for any
reason whatsoever, until the payment in full of all Certificates issued under
the Pooling and Servicing Agreement and the expiration of a period equal
to one
year and one day (or, if longer, the then applicable preference period)
following all such payments; provided
that
nothing in this clause shall preclude, or be deemed to estop, Party A (i)
from
taking any action prior to the expiration of the aforementioned one year
and one
day period (or, if longer, the then applicable preference period) in (x)
any
case or proceeding voluntarily filed or commenced by Party B or (y) any
involuntary insolvency proceeding filed or commenced against Party B by a
person
other than Party A or its Affiliates, or (ii) from commencing against Party
B or
any properties of Party B any legal action which is not a bankruptcy,
reorganization, arrangement, insolvency, moratorium or liquidation proceeding.
The provisions of this paragraph will survive the designation of any Early
Termination Date and any termination of this Agreement.
(j)
Transfers.
(i)
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Section
7 of this Agreement shall not apply to Party A and, subject to
Section
6(b)(ii) and Part 5(l)(ii) below, Party A may not transfer (whether
by way
of security or otherwise) any interest or obligation in or under
this
Agreement without the prior written consent of Party
B.
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(ii)
|
Party
A may (at its own cost) transfer, by a Permitted Transfer at any
time
after 90 days of the Closing Date, all or substantially all of
its rights
and obligations with respect to this Agreement to any other entity
(a
“Transferee”) that is an Eligible Replacement, Provided that Party B shall
determine in its sole discretion, acting in a commercially reasonable
manner, whether or not a transfer relates to all or substantially
all of
Party A’s rights and obligations under this Agreement. Following such
transfer, all references to Party A shall be deemed to be references
to
the Transferee.
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(iii)
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If
an entity has made a Firm Offer to be the transferee of a transfer
to be
made in accordance with (ii) above, Party B shall (at Party A’s cost) at
Party A’s written request, take any reasonable steps required to be taken
by it to effect such transfer.
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(k) Waiver
of Right to Trial by Jury.
Each
party hereby irrevocably waives, to the fullest extent permitted by applicable
law, any right it may have to a trial by jury in respect of any suit, action
or
proceeding relating to this Agreement.
(l)
Severability.
In the
event that any one or more of the provisions contained in this Agreement
should
be held invalid, illegal, or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions contained herein
shall
not in any way be affected or impaired thereby. The parties shall endeavor,
in
good faith negotiations, to replace the invalid, illegal or unenforceable
provisions with valid provisions, the economic effect of which comes as close
as
possible to that of the invalid, illegal or unenforceable
provisions.
(m)
Additional
Representations.
For
purposes of Section 3 of this Agreement, the following shall be added,
immediately following paragraph (f) thereof:
"(g)
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No
Reliance.
It is acting for its own account, and it has made its own independent
decisions to enter into that Transaction and as to whether that
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 that Transaction;
it being understood that information and explanations related to
the terms
and conditions of a Transaction shall not be considered investment
advice
or a recommendation to enter into that Transaction. It has not
received
from the other party any assurance or guarantee as to the expected
results
of that Transaction.
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(h)
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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 that Transaction. It is also capable of
assuming,
and assumes, the financial and other risks of that
Transaction.
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(i)
|
Status
of Parties.
The other party is not acting as a fiduciary or an advisor for
it in
respect of that Transaction.
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(j)
|
No
Agency.
It is entering into this Agreement and each Transaction as principal
and
not as agent.
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(k)
|
Risk
Management.
Each of Party A and Party B represents that this Agreement has
been, and
each Transaction hereunder has been or will be, as the case may
be,
entered into for the purpose of managing its borrowings or investments,
hedging its underlying assets or liabilities or in connection with
its
line of business (including financial intermediation services)
and not for
the purpose of speculation.
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(l)
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Eligible
Contract Participant.
Each of Party A and Party B (a) represents that it is an “eligible
contract participant” within the meaning of Section 1(a)(12) of the
Commodity Exchange Act, as amended (the “CEA”), (b) this Agreement and
each Transaction is subject to individual negotiation by each party,
and
(c) neither this Agreement nor any Transaction will be executed
or traded
on a “trading facility” within the meaning of Section 1a(33) of the
CEA.
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(m)
|
Financial
Institution.
Party A represents that it is a "financial institution" as defined
in the
Federal Deposit Insurance Corporation Improvement Act of 1991 or
Regulation EE promulgated by the Federal Reserve Board thereunder.
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(n)
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FDIC
Representation.
Party A represents to Party B on the date on which Party A enters
into
each Transaction that Party A is a depository institution subject
to the
requirements of the Federal Deposit Insurance Act. This Agreement
(including the Credit Support Annex and each Confirmation) has
been
authorized by all necessary corporate action of Party A, the person
executing this Agreement on behalf of Party A is an officer of
Party A of
the level of vice president or higher, and this Agreement (including
the
Credit Support Annex and each Confirmation) will be maintained
by Party A
in its official books and records.
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(o)
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Capacity.
Party A represents to Party B on the date on which Party A enters
into
each Transaction that it is entering into the Agreement and the
Transaction as principal and not as agent of any person. The Trust
Administrator represents to Party A on the date on which the Trust
Administrator executes this Agreement that it is executing the
Agreement
solely in its capacity as the Trust Administrator on behalf of
the Trust,
and not in its individual capacity.
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(n)
Recording
of Conversations.
Each
party hereto consents to the recording of its telephone conversations pursuant
to this Agreement. To the extent that one party records telephone conversations
(the “Recording Party”) and the other party does not (the “Non-Recording
Party”), the Recording Party shall, in the event of any dispute, make a complete
and unedited copy of such party’s tape of the entire day’s conversations with
the Non-Recording Party’s personnel available to the Non-Recording Party. The
Recording Party’s tapes may be used by either party in any forum in which a
dispute is sought to be resolved and the Recording Party will retain tapes
for a
consistent period of time in accordance with the Recording Party’s policy unless
one party notifies the other that a particular transaction is under review
and
warrants further retention.
(o)
Limitation
of Liability.
No
party shall be required to pay or be liable to the other party for any
consequential, indirect or punitive damages, opportunity costs or lost profits.
It is expressly understood and agreed by the parties hereto that insofar
as this
Agreement is executed by Xxxxx Fargo Bank, National Association ("Xxxxx Fargo")
not in its individual capacity, but solely as Trust Administrator of the
Trust
under the Pooling and Servicing Agreement in the exercise of the powers and
authority conferred and invested in it thereunder; (i) Xxxxx Fargo has been
directed pursuant to the Pooling and Servicing Agreement to enter into this
Agreement and to perform its obligations hereunder; (ii) each of the
representations, undertakings and agreements herein made on behalf of Party
B is
made and intended not as personal representations of Xxxxx Fargo but is made
and
intended for the purpose of binding only the Trust; and (iii) nothing herein
shall be construed as imposing any liability on Xxxxx Fargo, individually
or
personally, to perform any covenant either express or implied contained herein,
all such liability, being expressly waived by the parties hereto and by any
person claiming by, through or under the parties hereto and under no
circumstances shall Xxxxx Fargo in its individual capacity be personally
liable
for any payment of any indebtedness or expenses or be personally liable for
the
breach or failure of any obligation, representation, warranty or covenant
made
or undertaken under this Agreement.
(p)
Transfer
to Avoid Termination Event.
Section
6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax Event Upon
Merger occurs and the Burdened Party is the Affected Party,” and (ii) by
deleting the words “to transfer” and inserting the words “to effect a Permitted
Transfer” in lieu thereof.
(q)
Compliance
with Regulation AB.
(i)
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Party
A agrees and acknowledges that Citigroup Mortgage Loan Trust Inc.
(the
“Depositor”) may be required under Regulation AB, as defined in the
Pooling and Servicing Agreement, to disclose certain financial
information
regarding Party A or its group of affiliated entities, if applicable,
depending on the aggregate “significance percentage” of this Agreement and
any other derivative contracts between Party A or its group of
affiliated
entities, if applicable, and Party B, as calculated from time to
time in
accordance with Item 1115 of Regulation AB.
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(ii)
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It
shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
Business Day after the date hereof for so long as the Issuing Entity
is
required to file periodic reports under the Exchange Act with respect
to
the Certificates, Party B or the Depositor requests from Party
A the
applicable financial information described in Item 1115(b) of Regulation
AB (such request to be based on a reasonable determination by the
Depositor, based on "significance estimates" made in substantially
the
same manner as that used in the Sponsor's internal risk management
process
in respect of similar instruments and furnished by the Sponsor
to the
Depositor, or if the Sponsor does not furnish such significance
estimates
to the Depositor, based on a determination of such significance
estimates
by the Depositor in a commercially reasonable manner) (the “Swap Financial
Disclosure”).
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(iii)
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Upon
the occurrence of a Swap Disclosure Event, Party A, at its own
expense,
shall either (1)(a) either (i) provide to the Depositor the current
Swap
Financial Disclosure in an XXXXX-compatible format (for example,
such
information may be provided in Microsoft Word® or Microsoft Excel® format
but not in .pdf format) or (ii) provide written consent to the
Depositor
to incorporation by reference of such current Swap Financial Disclosure
that are filed with the Securities and Exchange Commission in the
Exchange
Act Reports of the Depositor, (b) if applicable, cause its outside
accounting firm to provide its consent to filing or incorporation
by
reference in the Exchange Act Reports of the Depositor of such
accounting
firm’s report relating to their audits of such current Swap Financial
Disclosure, and (c) provide to the Depositor any updated Swap Financial
Disclosure with respect to Party A or any entity that consolidates
Party A
within five days of the release of any such updated Swap Financial
Disclosure; (2) secure another entity through a Permitted Transfer
to
replace Party A as party to this Agreement on terms substantially
similar
to this Agreement, which entity (or a guarantor thereto) meets
or exceeds
the Approved Rating Thresholds and which entity complies with the
requirements of Item 1115 of Regulation AB and clause (1) above,
or (3)
obtain a guaranty of Party A’s obligations under this Agreement from an
affiliate of Party A that complies with the financial information
disclosure requirements of Item 1115 of Regulation AB, and cause
such
affiliate to provide Swap Financial Disclosure and any future Swap
Financial Disclosure and other information pursuant to clause (1),
such
that disclosure provided in respect of such affiliate will satisfy
any
disclosure requirements applicable to the Swap
Provider.
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(iv)
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Party
A agrees that, in the event that Party A provides Swap Financial
Disclosure to the Depositor in accordance with clause (iii)(1)
above or
causes its affiliate to provide Swap Financial Disclosure to the
Depositor
in accordance with clause (iii)(3) above, it will indemnify and
hold
harmless the Depositor, its respective directors or officers and
any
person controlling the Depositor, from and against any and all
losses,
claims, damages and liabilities caused by any untrue statement
or alleged
untrue statement of a material fact contained in such Swap Financial
Disclosure or caused by any omission or alleged omission to state
in such
Swap Financial Disclosure a material fact required to be stated
therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not
misleading.
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(v)
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Third
Party Beneficiary. Depositor shall be an express third party beneficiary
of this Agreement as if a party hereto to the extent of Depositor’s rights
explicitly specified herein.
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(r)
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 Second Trigger
Ratings Threshold.
“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 other than a Termination Event occurring under Section 5(b)(i) or Section
5(b)(ii), 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 or an Eligible Replacement of Party A to Party B under this Agreement
that is provided by an Eligible Guarantor as principal debtor rather than
surety
and that is directly enforceable by Party B and either (A) a law firm has
given
a legal opinion confirming that none of the guarantor’s payments to Party B
under such guarantee will be subject to Tax
collected by withholding or
(B)
such guarantee provides that, in the event that any of such guarantor’s payments
to Party B are subject to Tax collected by withholding, such guarantor is
required to pay such additional amount as is necessary to ensure that the
net
amount actually received by Party B (free and clear of any Tax collected
by
withholding) will equal the full amount Party B would have received had no
such
withholding been required.
“Eligible
Guarantor”
means
an
entity that (A) has credit ratings at least equal to the Approved Ratings
Threshold.
“Eligible
Replacement”
means an
entity that has credit ratings at least equal to the Approved Ratings Threshold
or the present and future obligations (for the avoidance of doubt, not limited
to payment obligations) of such entity to Party B under this Agreement are
guaranteed pursuant to an Eligible Guarantee provided by an Eligible
Guarantor.
“Firm
Offer”
means an
offer that will become legally binding upon acceptance.
"Latest
Settlement Amount Determination Day" means
the
day
falling ten Local Business Days after the day on which the Early Termination
Date is designated or such later day as Party B may specify in writing to
Party
A (but in either case no later than the Early Termination Date).
“Moody’s”
means
Xxxxx’x Investors Service, Inc., or any successor thereto.
“Moody’s
First Trigger Ratings Event”
means
that no Relevant Entity has credit ratings from Moody’s at least equal to the
Moody’s First Trigger Rating Threshold.
“Moody’s
First Trigger Ratings Threshold”
means,
with respect to Party A, the guarantor under an Eligible Guarantee or an
Eligible Replacement, (i) if such entity has both a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s and 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 has only a long-term unsecured and
unsubordinated debt rating or counterparty rating from Moody’s, a long-term
unsecured and unsubordinated debt rating or counterparty rating from Xxxxx’x of
“A1”.
“Xxxxx’x
Second Trigger Ratings Event”
means
that no Relevant Entity has credit ratings from Xxxxx’x at least equal to the
Xxxxx’x Second Trigger Ratings Threshold.
“Xxxxx’x
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 both a long-term unsecured and
unsubordinated debt rating or counterparty rating from Xxxxx’x and a short-term
unsecured and unsubordinated debt rating from Xxxxx’x, a long-term unsecured and
unsubordinated debt rating or counterparty rating from Xxxxx’x of “A3” and a
short-term unsecured and unsubordinated debt rating from Xxxxx’x of “P-2”, or
(ii) if such entity has only a long-term unsecured and unsubordinated debt
rating or counterparty rating from Xxxxx’x, a long-term unsecured and
unsubordinated debt rating or counterparty rating from Xxxxx’x of
“A3.
“Permitted
Transfer”
means
a
transfer by novation by Party A to a transferee (the “Transferee”) of all, but
not less than all, of Party A’s rights, liabilities, duties and obligations
under this Agreement, with
respect to which transfer each of the following conditions is
satisfied:
(a) the
Transferee is an Eligible Replacement (b) Party A and the Transferee are
both
“dealers in notional principal contracts” within the meaning of Treasury
regulations section 1.1001-4 (c) as of the date of such transfer the Transferee
would not be required to withhold or deduct on account of Tax from any payments
under this Agreement or would be required to gross up for such Tax under
Section
2(d)(i)(4), (d) an Event of Default or Termination Event would not occur
as a
result of such transfer, (e) the transfer would not give rise to a taxable
event
or any other adverse Tax consequences to Party B or its interest holders,
as
determined by Party B in its sole discretion, (f) pursuant to a written
instrument (the “Transfer Agreement”), the Transferee acquires and assumes all
rights and obligations of Party A under the Agreement and the relevant
Transaction, (g) Party B shall have determined, in its sole discretion, acting
in a commercially reasonable manner, that such Transfer Agreement is effective
to transfer to the Transferee all, but not less than all, of Party A’s rights
and obligations under the Agreement and all relevant Transactions, (h) 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); (i) either (A) Xxxxx’x has been given prior written notice of such
transfer and the Rating Agency Condition is satisfied with respect to S&P or
(B) each Swap Rating Agency has been given prior written notice of such transfer
and such transfer is in connection with the assignment and assumption of
this
Agreement without modification of its terms, other than party names, dates
relevant to the effective date of such transfer, tax representations (provided
that the representations in Part 2(a)(i) are not modified) and any other
representations regarding the status of the substitute counterparty, notice
information and account details; and (j) such transfer otherwise complies
with
the terms of the Pooling and Servicing Agreement.
“Rating
Agency Condition”
means,
with respect to any particular proposed act or omission to act hereunder
and
each Swap Rating Agency specified in connection with such proposed act or
omission, that the party acting or failing to act must consult with each
of the
specified Swap Rating Agencies and receive from each such Swap Rating Agency
a
prior written confirmation that the proposed action or inaction would not
cause
a downgrade or withdrawal of the then-current rating of any Certificates
or
Notes.
“Relevant
Entity”
means
Party A and, to the extent applicable, a guarantor under an Eligible Guarantee
or an Eligible Replacement.
“Replacement
Transaction”
means,
with respect to any Terminated Transaction or group of Terminated Transactions,
a transaction or group of transactions that (i) would have the effect of
preserving for Party B the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and assuming
the
satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
Transactions that would, but for the occurrence of the relevant Early
Termination Date, have been required after that Date, and (ii) has terms
which
are substantially the same as this Agreement, including, without limitation,
rating triggers, Regulation AB compliance, and credit support documentation,
save for the exclusion of provisions relating to Transactions that are not
Terminated Transaction, as determined by Party B in its sole discretion,
acting
in a commercially reasonable manner.
“Required
Ratings Downgrade Event”means
either a Xxxxx’x Second Trigger Ratings Event or an S&P Required Ratings
Downgrade Event.
“Required
Ratings Threshold”
means
each of the S&P Required Ratings Threshold and the Xxxxx’x 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 a Relevant 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 from S&P of “A+”.
"S&P
Required Ratings Downgrade Event"
means no
Relevant Entity meets the S&P Required Ratings Threshold.
“S&P
Required Ratings Threshold”
means,
with respect to Party A, the guarantor under an Eligible Guarantee or an
Eligible Replacement, a long-term unsecured and unsubordinated debt rating
from
S&P of “BBB+”.
“Swap
Rating Agencies”
means,
with respect to any date of determination, each of S&P or Xxxxx’x, to the
extent that each such rating agency is then providing a rating for any of
the
Asset-Backed Pass Through Certificates, Series 2007-OPX1 (the “Certificates”) or
any notes backed by the Certificates (the “Notes”).
IN
WITNESS WHEREOF the parties have executed this document on the respective
dates
specified below with effect from the date specified on the first page of
this
document.
CITIBANK,
X.X.
|
Xxxxx
Fargo Bank, N.A., not inits individual capacity, but solely as
Trust
Administrator on behalf of the Citigroup Mortgage Loan Trust 2007-OPX1,
Asset -Backed Pass-Through Certificates, Series
2007-OPX1
|
|
By:
________________________________
|
By:
_____________________________
|
Paragraph
13. Elections and Variables
(a)
Security
Interest for "Obligations".
The term
"Obligations" shall have the meaning set forth in Paragraph 12.
(b)
Credit
Support Obligations.
(i)
Delivery
Amount, Return Amount and Credit Support Amount; Addition to Paragraph
3.
(A)
"Delivery
Amount"
has the
meaning set forth in Paragraph 3(a).
(B)
"Return
Amount"
has the
meaning set forth in Paragraph 3(b).
(C)
"Credit
Support Amount" for
a
Valuation Date shall mean zero; provided
that,
if
the Threshold in respect of Party A is zero on such Valuation Date,
"Credit
Support Amount"
shall
mean one of the following if one of the following specified events have occurred
on such Valuation Date:
(i)
|
if
(a) no Xxxxx'x Second Trigger Ratings Event has occurred and is
continuing
or (b) less than 30 Local Business Day have elapsed since the last
time
that no Xxxxx'x Second Trigger Rating Event had occurred and was
continuing, "Credit
Support Amount"
shall mean an amount in USD equal to the greater of (1) the sum
of (a) the
Secured Party’s Exposure and (b) the First Trigger Collateral Amount (as
defined below) for each Transaction hereunder and (2)
zero;
|
(ii)
|
so
long as a Xxxxx'x Second Trigger Ratings Event has occurred and
is
continuing and 30 or more Local Business Days have elapsed since
the last
time that no Xxxxx'x Second Trigger Rating Event had occurred and
was
continuing, "Credit
Support Amount"
shall mean an amount in USD equal to the greatest of (1) the sum
of (a)
the Secured Party’s Exposure and (b) the Second Trigger Collateral Amount
(as defined below) for each Transaction hereunder, (2) the
aggregate amount of the Next Payments (as defined below) for all
Next
Payment Dates (as defined below)
and (3) zero; and
|
(iii)
|
if
a Relevant Entity's rating falls below either the S&P Approved Ratings
Threshold or the S&P Required Ratings Thresehold and continues to
remain below either the S&P Approved Ratings Threshold or the S&P
Required Ratings Thresehold, "Credit
Support Amount"
shall mean an amount in USD equal to the greater of (1) the sum
of (a) the
Secured Party's Exposure and (b) the Notional Volatility Buffer
and (2)
zero.
"Notional
Volatility Buffer",
as determined by the Valuation Agent for any date, means the product
of
(i) the Notional Amount of the Transaction on such date, and (ii)
the
Volatility Buffer Percentage for such date as set out in the table
below
on such date,
|
Party
A S&P Rating on such date
|
Remaining
Weighted Average Life Maturity up to 3 years
|
Remaining
Weighted Average Life Maturity up to 5 years
|
Remaining
Weighted Average Life Maturity up to 10 years
|
Remaining
Weighted Average Life Maturity up to 30 years
|
S&P
S-T Rating of "A-1" or above
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
S&P
S-T Rating of “A-2”
|
2.75%
|
3.25%
|
4.0%
|
4.75%
|
S&P
S-T Rating of “A-3”
|
3.25%
|
4.00%
|
5.0%
|
6.25%
|
S&P
L-T Rating of “BB+”
or
lower
|
3.50%
|
4.50%
|
6.75%
|
7.50%
|
L-T
Rating
means
with respect to any Person, the unsecured, unguaranteed and otherwise
unsupported long-term senior debt obligations of such Person.
S-T
Rating
means
with respect to any Person, the unsecured, unguaranteed and otherwise
unsupported short-term debt obligations of such Person.
In
circumstances where more than one of Paragraph 13(b)(i)(C)(i), (ii) and (iii)
apply, the Credit Support Amount shall be calculated by reference to the
paragraph which would result in Party A Transferring the greatest amount
of
Eligible Credit Support. Under no circumstances will Party A be required
to
Transfer more Eligible Credit Support than the greatest amount calculated
in
accordance with one of Paragraph 13(b)(i)(C)(i), (ii) or (iii).
First
Trigger Collateral Amount
means,
in respect of each Transaction hereunder on any date, an amount in USD equal
to
the Notional Amount of such Transaction on such date multiplied by the
Applicable Percentage set forth in the table in Exhibit A hereto.
“Next
Payment”
means,
in respect of each Next Payment Date, the greater of (i) the amount of any
payments due to be made by Party A under Section 2(a) on such Next Payment
Date
less any payments due to be made by Party B under Section 2(a) on such Next
Payment Date (in each case, after giving effect to any applicable netting
under
Section 2(c)) and (ii) zero.
“Next
Payment Date”
means
each date on which the next scheduled payment under any Transaction is due
to be
paid.
Second
Trigger Collateral Amount
means,
in respect of each Transaction hereunder on any date, an amount in USD equal
to
the Notional Amount of such Transaction on such date multiplied by the
Applicable Percentage set forth in the applicable table in Exhibit B
hereto.
(ii)
Eligible
Collateral. On
any
date, the following items will qualify as "Eligible
Collateral"
for
Party A:
(A) Valuation
Percentage S&P
(i) Cash
|
100%
|
(ii)
U.S.
dollar denominated fixed rate negotiable debt obligations issued
after 18
July 1984 by the U.S. Treasury Department having a residual maturity
on
such date of less than 1 year
|
100%
|
(iii)
U.S.
dollar denominated coupon-bearing negotiable debt obligations issued
after
18 July 1984 by the U.S. Treasury Department having a residual
maturity on
such date equal to or greater than 1 year but less than 10
years
|
98%
|
(iv)
U.S.
dollar denominated fixed rate coupon-bearing negotiable debt obligations
issued after 18 July 1984 by the U.S. Treasury Department having
a
residual maturity on such date equal to or greater than 10
years
|
95%
|
(v)
U.S.
dollar denominated (x)
negotiable debt obligations issued by the Federal Home Loan Mortgage
Association (“Xxxxxxx Mac”) or the Federal National Mortgage Association
(“Xxxxxx Mae”) or (y) mortgage-backed securities issued by Xxxxxxx Mac or
Xxxxxx Mae but excluding interest only or principal only stripped
securities, securities representing residual interests in mortgage
pools,
or securities that are not listed on a national securities exchange
or
regularly quoted in a national quotation service.
|
95%
|
(vi)
Agency
CMO. “Agency CMO” means U.S. Dollar-denominated collateralized mortgage
obligations of fixed maturity with a rating classification of Aaa
by
Xxxxx’x and AAA by S&P (in the event of a split rating, the lower
rating shall apply) and issued directly by or guaranteed by FNMA,
FHLMC or
Xxxxxx Mae which (i) is a senior tranche security ranking pari
passu with
the highest debt class for payment priority in the issuance and
(ii) is
listed as a pac, sequential, scheduled or support obligation on
Bloomberg
or Intex or successor listing service excluding interest only or
principal
only stripped securities and securities representing residual interest
on
mortgage pools.
|
95%
|
*/
The
Valuation Percentage shall be determined by the Valuation Agent from time
to
time and in its sole discretion.
(B) Valuation
Percentage Xxxxx'x
INTRUMENT
|
If
Paragraph 13(b)(i)(C)(i) applies
|
If
Paragraph 13(b)(i)(C)(ii) applies
|
U.S.
Dollar Cash
|
100%
|
100%
|
Fixed-Rate
Negotiable treasury Debt Issued by the U.S. Treasury Department
with
Remaining Maturity
|
||
<1
Year
|
100%
|
100%
|
1
to 2 years
|
100%
|
99%
|
2
to 3 years
|
100%
|
98%
|
3
to 5 years
|
100%
|
97%
|
5
to 7 years
|
100%
|
96%
|
7
to 10 years
|
100%
|
94%
|
Floating-Rate
Negotiable treasury Debt Issued by the U.S. Treasury Department
|
||
All
Maturities
|
100%
|
99%
|
Paragraph
13(b)(ii)(A) shall apply if Paragraph 13(b)(i)(C)(iii) applies and Paragraph
13
(b)(ii)(B) shall apply if either Paragraph 13(b)(i)(C)(i) or 13(b)(i)(C)(ii)
applies.
If
both
Paragraph 13(b)(ii)(A) and 13(b)(ii)B) apply: (i) no item shall qualify as
“Eligible Collateral” for Party A unless it is specified in both such paragraphs
and (ii) the Valuation Percentage for an item of Eligible Collateral shall
be
calculated by reference to the paragraph which would result in the lower
Valuation Percentage for such item of Eligible Collateral.
(iii)
Other
Eligible Support.
There
shall be no "Other Eligible Support" for either party for purposes of this
Annex.
(iv)
Thresholds.
(A)
"Threshold"
means
with respect to Party A and Party B: infinity, provided that so long as (1)
a
Xxxxx’x
First Trigger Ratings Event
has
occurred and is continuing and either (i) at least 30 Local Business Days
have
elapsed since the last time that no Xxxxx’x First Trigger Ratings Event has
occurred and was continuing or (ii) such Xxxxx’x First Trigger Ratings Event has
been continuing since this Annex was executed, the Threshold with respect
to
Party A shall be zero.
(B)
"Minimum
Transfer Amount" means
USD
100,000 with respect to Party A and Party B; provided, however, that if the
aggregate Certificate Principal Balance and note principal balance of
Certificates and Notes rated by S&P ceases to be more than USD 50,000,000,
the "Minimum
Transfer Amount"
shall be
USD 50,0000.
(C)
Rounding.
The
Delivery Amount and the Return Amount will not be rounded.
(c)
Valuation
and Timing.
(i)
"Valuation
Agent"
means
Party A. Calculations by Party A will be made by reference to commonly
accepted market sources.
(ii)
"Valuation
Date" means,
(A)
|
in
the event that a Xxxxx’x First Trigger Ratings Event has occurred and is
continuing, each Local Business Day which, if treated as a Valuation
Date,
would result in a Delivery Amount or a Return Amount;
and
|
(B)
|
in
the event that (1) no Xxxxx’x First Trigger Ratings Event has occurred and
is continuing and (2) (i) a Relevant Entity's rating falls below
the
S&P Approved Ratings Threshold and remains below the S&P Approved
Ratings Threshold, or (ii) a Ratings Event has occurred, the last
Local
Business Day of each calendar week.
|
(iii)
"Valuation
Time"
means,
with respect to the determination of Exposure, Value of Eligible Credit Support
and Posted Credit Support, the close of business on the Local Business Day
immediately before the Valuation Date or date of calculation, as
applicable.
(iv)
"Notification
Time"
means
10:00 a.m., New York time on a Valuation Date; provided, however, that,
notwithstanding Paragraph 4(b), (x) with regard to Transfers of Eligible
Credit
Support or Posted Credit Support in the form of Cash, if a request for Transfer
is made by the Notification Time, then the relevant Transfer shall be made
not
later than the close of business on the day on which such request is received,
or, if such day is not a Local Business Day or, if such request is received
after the Notification Time, not later than the close of business on the
next
Local Business Day, and (y) with regard to Transfers of other forms of Eligible
Credit Support or Posted Credit Support, the relevant Transfer shall be made
in
accordance with Paragraph 4(b). Notwithstanding anything herein to the contrary,
with regard to Transfers of Independent Amounts, the relevant Transfer shall
be
made by the close of business on the second Local Business Day following
the
Trade Date of the applicable Transaction.
(d)
Conditions
Precedent and Secured Party's Rights and Remedies.
There
shall be no "Specified Condition" with respect to Party A or Party
B.
(e)
Substitution.
(i)
"Substitution Date"
has the
meaning specified in Paragraph 4(d)(ii).
(f)
Dispute
Resolution.
(i)
"Resolution
Time"
means
1:00 p.m., New York time, on the Local Business Day following the date on
which
notice is given that gives rise to a dispute under Paragraph 5.
(ii)
Value.
For the
purpose of Paragraphs 5(i)(C) and 5(ii), Party A will determine the Value
of
Eligible Credit Support or Posted Credit Support consisting of securities
based
upon the bid price quotations of any generally recognized dealer (which may
include an affiliate of Party A), and adding thereto any interest accrued
but
not paid to any person with respect to such securities through the day on
which
the determination is made and multiplying the sum by the applicable Valuation
Percentage, if any.
(iii)
Alternative.
The
provisions of Paragraph 5 will apply, provided, however, that in the event
of a
dispute regarding the Value of securities which constitute Eligible Credit
Support or Posted Credit Support, Party B may submit mid market quotations
from
two other recognized dealers in which case the Value of such securities shall
be
the mean of the two quotations submitted by Party B.
(g)
Holding
and Using Posted Collateral.
(i)
Eligibility
to Hold Posted Collateral; Custodians.
The
Trust Administrator will be entitled to hold Posted Collateral pursuant to
Paragraph 6(b).
(ii)
Use
of Posted Collateral.
The
provisions of Paragraph 6(c) will not apply to Party B. Therefore, Party
B will
not have any of the rights specified in Paragraph 6(c)(i) or
6(c)(ii).
(h)
Distributions
and Interest Amount.
(i)
Interest
Rate.
The
“Interest Rate” will be the actual rate earned on Posted Collateral in the form
of Cash that is held by Party B or its Custodian. Posted Collateral in the
form
of Cash shall be invested in such overnight (or redeemable within two Local
Business Days of demand) Permitted Investments rated at least (x) AAAm or
AAAm-G
by S&P and (y) Preime-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 investment
shall
be uninvested). Gains and losses incurred in respect of any investment of
Posted
Collateral in the form of Cash in Permitted Investments as directed by Party
A
shall be for the account of Party A.
(ii)
Transfer
of Interest Amount.
Transfers of the Interest Amount will be made in arrears on the last Local
Business Day of each calendar month, provided
that
Party B shall not be obliged to so transfer any Interest Amount unless and
until
it has earned and received such interest
(iii)
Alternative
to Interest Amount.
The
provisions of Paragraph 6(d)(ii) will apply, provided, however, that the
Interest Amount will compound daily.
(i)
Additional
Representations.
Party
A
and Party B each represent to the other (which representation will be deemed
to
be repeated as of each date on which it, as the Pledgor, Transfers Eligible
Collateral) that:
(i)
no consent, approval or other authorization of any governmental authority
is required in connection with the Transfer of Eligible Collateral
hereunder.
(ii)
Its assets exceed its liabilities.
Use
below if CP is non -U.S. entity
(iii)
Notwithstanding anything to the contrary contained herein, ("X") shall be
the beneficial owner, within the meaning of the U.S. tax laws, of any securities
it shall Transfer as collateral to the other party ("Y") pursuant to the
terms
hereof.
(iv)
X shall promptly provide to Y, upon written request, any tax documentation
reasonably requested by Y to allow Y to make gross dividend or interest payments
to X in respect of any Posted Collateral Transferred to Y pursuant
hereto.
(j)
Other
Eligible Support and Other Posted Support.
(i)
"Value"
with
respect to Other Eligible Support and Other Posted Support shall not be
applicable.
(ii)
"Transfer"
with
respect to Other Eligible Support and Other Posted Support shall not be
applicable.
(k)
Demands
and Notices.
All
demands, specifications and notices under this Annex will be made pursuant
to
the Notices Section of this Annex, provided, that the address for Party A
for
such purposes shall be:
Citibank
N.A.
Collateral
Management Group
000
Xxxx
00xx
Xxxxxx,
0xx
XX
Xxx
Xxxx,
XX 00000
Telephone
no. (000) 000-0000
Facsimile
no. (000) 000-0000;
and
the
address for Party B for such purposes shall be:
With
respect to the Confirmation referenced by the number CPC4629:
Xxxxx
Fargo Bank, N.A.
ABA
#:
000-000-000
For
credit to: SAS Clearing
Acct
#:
0000000000
Re:
50985503 - CMLTI 2007-OPX1
With
respect to the Confirmation referenced by the number CPC4630:
Xxxxx
Fargo Bank, N.A.
ABA
#:
000-000-000
For
credit to: SAS Clearing
Acct
#:
0000000000
Re:
50985505 - CMLTI 2007-OPX1
(l)
Other
Provisions.
(i)
Custodian.
A party
shall be eligible to serve as Custodian if and for so long as it (i) is not
affiliated with Party A or Party B, (ii) is a trust company or commercial
bank
with trust powers, organized under the laws of the United States of America
or
any state thereof and subject to supervision or examination by federal or
state
authority, having a combined capital and surplus of at least $500,000,000
and
(ii) shall have general unsecured short-term obligations rated at least "P-1"
by
Xxxxx'x or "A-2" by S&P or have outstanding long term unsecured
unsubordinated debt securities rated at least "Baa2" by Xxxxx'x or "BBB"
by
S&P.
(ii)
Actions
Hereunder.
Either
party may take any actions hereunder, including liquidation rights, through
its
Custodian, and, in the case of Party A, through Xxxxxxx Xxxxx Xxxxxx Inc.
or any
successor, as agent for Party A.
(iii)
Events
of Default.
Paragraph 7 shall be deleted and replaced in its entirety by the following
paragraph:
"For
the
purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will
exist with respect to a party if that party fails (or fails to cause its
Custodian) to make, when due, any Transfer of Elligibile Collateral, Posted
Collateral or the Interest Amount, as applicable, required to be made by
it and
that failure continues for one Local Business Day after the notice of that
failure is given to that party, except that (A) if such failure would constitute
an Additional Termination Event under another provision of this Agreement
and
(B) no more than 30 Local Business Days have elapsed since the last time
that
Party A satisfied the Xxxxx'x Second Trigger Ratings Threshold, then such
failure shall be an Additional Termination Event and not an Event of
Default".
IN
WITNESS WHEREOF, the parties hereto have executed this Annex as of the date
first above written.
Citibank,
X.X.
Xxxxx
Fargo Bank, N.A., not in its individual capacity, but solely as Trust
Administrator on behalf of the Citigroup Mortgage Loan Trust 2007-OPX1,
Asset-Backed Pass-Through Certificates, Series 2007-OPX1
By:__________________________________
By:
_________________________________
Name:
Name:
Title:
Title:
EXHIBIT
A
FIRST
TRIGGER COLLATERAL AMOUNT APPLICABLE PERCENTAGES
Note:
Please delete weekly columns
Weighted
Average Life of Hedge in Years
|
Interest
Rate Xxxxxx
|
Currency
Xxxxxx
|
||
Valuation
Dates:
|
||||
Daily
|
Weekly
|
Daily
|
Weekly
|
|
Less
than 1 year
|
0.15%
|
0.25%
|
1.10%
|
2.20%
|
Equal
to or greater than 1 year but less than 2 years
|
0.30%
|
0.50%
|
1.20%
|
2.40%
|
Equal
to or greater than 2 years but less than 3 years
|
0.40%
|
0.70%
|
1.30%
|
2.60%
|
Equal
to or greater than 3 years but less than 4 years
|
0.60%
|
1.00%
|
1.40%
|
2.80%
|
Equal
to or greater than 4 years but less than 5 years
|
0.70%
|
1.20%
|
1.50%
|
2.90%
|
Equal
to or greater than 5 years but less than 6 years
|
0.80%
|
1.40%
|
1.60%
|
3.10%
|
Equal
to or greater than 6 years but less than 7 years
|
1.00%
|
1.60%
|
1.60%
|
3.30%
|
Equal
to or greater than 7 years but less than 8 years
|
1.10%
|
1.80%
|
1.70%
|
3.40%
|
Equal
to or greater than 8 years but less than 9 years
|
1.20%
|
2.00%
|
1.80%
|
3.60%
|
Equal
to or greater than 9 years but less than 10 years
|
1.30%
|
2.20%
|
1.90%
|
3.80%
|
Equal
to or greater than 10 years but less than 11 years
|
1.40%
|
2.30%
|
1.90%
|
3.90%
|
Equal
to or greater than 11 years but less than 12 years
|
1.50%
|
2.50%
|
2.00%
|
4.00%
|
Equal
to or greater than 12 years but less than 13 years
|
1.60%
|
2.70%
|
2.10%
|
4.10%
|
Equal
to or greater than 13 years but less than 14 years
|
1.70%
|
2.80%
|
2.10%
|
4.30%
|
Equal
to or greater than 14 years but less than 15 years
|
1.80%
|
3.00%
|
2.20%
|
4.40%
|
Equal
to or greater than 15 years but less than 16 years
|
1.90%
|
3.20%
|
2.30%
|
4.50%
|
Equal
to or greater than 16 years but less than 17 years
|
2.00%
|
3.30%
|
2.30%
|
4.60%
|
Equal
to or greater than 17 years but less than 18 years
|
2.00%
|
3.50%
|
2.40%
|
4.80%
|
Equal
to or greater than 18 years but less than 19 years
|
2.00%
|
3.60%
|
2.40%
|
4.90%
|
Equal
to or greater than 19 years but less than 20 years
|
2.00%
|
3.70%
|
2.50%
|
5.00%
|
Equal
to or greater than 20 years but less than 21 years
|
2.00%
|
3.90%
|
2.50%
|
5.00%
|
Equal
to or greater than 21 years but less than 22 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
Equal
to or greater than 22 years but less than 23 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
Equal
to or greater than 23 years but less than 24 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
Equal
to or greater than 24 years but less than 25 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
Equal
to or greater than 25 years but less than 26 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
Equal
to or greater than 26 years but less than 27 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
Equal
to or greater than 27 years but less than 28 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
Equal
to or greater than 28 years but less than 29 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
Equal
to or greater than 29 years but less than 30 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
Equal
to 30 years
|
2.00%
|
4.00%
|
2.50%
|
5.00%
|
EXHIBIT
B
SECOND
TRIGGER COLLATERAL AMOUNT APPLICABLE PERCENTAGES
Note
- delete all weekly columns
For
Transactions that are not Transaction-Specific Xxxxxx.
“Transaction-Specific
Hedge” means
any
Transaction that is a cap, floor or swaption, or a Transaction in respect
of
which (x) the notional amount of the swap is “balance guaranteed” or (y) the
notional amount of the swap for any Calculation Period otherwise is not a
specific dollar amount that is fixed at the inception of the
Transaction.
Weighted
Average Life of Hedge in Years
|
Interest
Rate Swaps
|
Currency
Swaps
|
||
Valuation
Dates:
|
||||
Daily
|
Weekly
|
Daily
|
Weekly
|
|
Less
than 1 year
|
0.50%
|
0.60%
|
6.10%
|
7.25%
|
Equal
to or greater than 1 year but less than 2 years
|
1.00%
|
1.20%
|
6.30%
|
7.50%
|
Equal
to or greater than 2 years but less than 3 years
|
1.50%
|
1.70%
|
6.40%
|
7.70%
|
Equal
to or greater than 3 years but less than 4 years
|
1.90%
|
2.30%
|
6.60%
|
8.00%
|
Equal
to or greater than 4 years but less than 5 years
|
2.40%
|
2.80%
|
6.70%
|
8.20%
|
Equal
to or greater than 5 years but less than 6 years
|
2.80%
|
3.30%
|
6.80%
|
8.40%
|
Equal
to or greater than 6 years but less than 7 years
|
3.20%
|
3.80%
|
7.00%
|
8.60%
|
Equal
to or greater than 7 years but less than 8 years
|
3.60%
|
4.30%
|
7.10%
|
8.80%
|
Equal
to or greater than 8 years but less than 9 years
|
4.00%
|
4.80%
|
7.20%
|
9.00%
|
Equal
to or greater than 9 years but less than 10 years
|
4.40%
|
5.30%
|
7.30%
|
9.20%
|
Equal
to or greater than 10 years but less than 11 years
|
4.70%
|
5.60%
|
7.40%
|
9.30%
|
Equal
to or greater than 11 years but less than 12 years
|
5.00%
|
6.00%
|
7.50%
|
9.50%
|
Equal
to or greater than 12 years but less than 13 years
|
5.40%
|
6.40%
|
7.60%
|
9.70%
|
Equal
to or greater than 13 years but less than 14 years
|
5.70%
|
6.80%
|
7.70%
|
9.80%
|
Equal
to or greater than 14 years but less than 15 years
|
6.00%
|
7.20%
|
7.80%
|
10.00%
|
Equal
to or greater than 15 years but less than 16 years
|
6.30%
|
7.60%
|
7.90%
|
10.00%
|
Equal
to or greater than 16 years but less than 17 years
|
6.60%
|
7.90%
|
8.00%
|
10.00%
|
Equal
to or greater than 17 years but less than 18 years
|
6.90%
|
8.30%
|
8.10%
|
10.00%
|
Equal
to or greater than 18 years but less than 19 years
|
7.20%
|
8.60%
|
8.20%
|
10.00%
|
Equal
to or greater than 19 years but less than 20 years
|
7.50%
|
9.00%
|
8.20%
|
10.00%
|
Equal
to or greater than 20 years but less than 21 years
|
7.80%
|
9.00%
|
8.30%
|
10.00%
|
Equal
to or greater than 21 years but less than 22 years
|
8.00%
|
9.00%
|
8.40%
|
10.00%
|
Equal
to or greater than 22 years but less than 23 years
|
8.00%
|
9.00%
|
8.50%
|
10.00%
|
Equal
to or greater than 23 years but less than 24 years
|
8.00%
|
9.00%
|
8.60%
|
10.00%
|
Equal
to or greater than 24 years but less than 25 years
|
8.00%
|
9.00%
|
8.60%
|
10.00%
|
Equal
to or greater than 25 years but less than 26 years
|
8.00%
|
9.00%
|
8.70%
|
10.00%
|
Equal
to or greater than 26 years but less than 27 years
|
8.00%
|
9.00%
|
8.80%
|
10.00%
|
Equal
to or greater than 27 years but less than 28 years
|
8.00%
|
9.00%
|
8.80%
|
10.00%
|
Equal
to or greater than 28 years but less than 29 years
|
8.00%
|
9.00%
|
8.90%
|
10.00%
|
Equal
to or greater than 29 years but less than 30 years
|
8.00%
|
9.00%
|
8.90%
|
10.00%
|
Equal
to 30 years
|
8.00%
|
9.00%
|
9.00%
|
10.00%
|
For
Transactions that are Transaction-Specific Xxxxxx.
Weighted
Average Life of Hedge in Years
|
Interest
Rate Xxxxxx
|
Currency
Xxxxxx
|
||
Valuation
Dates:
|
||||
Daily
|
Weekly
|
Daily
|
Weekly
|
|
Less
than 1 year
|
0.65%
|
0.75%
|
6.30%
|
7.40%
|
Equal
to or greater than 1 year but less than 2 years
|
1.30%
|
1.50%
|
6.60%
|
7.80%
|
Equal
to or greater than 2 years but less than 3 years
|
1.90%
|
2.20%
|
6.90%
|
8.20%
|
Equal
to or greater than 3 years but less than 4 years
|
2.50%
|
2.90%
|
7.10%
|
8.50%
|
Equal
to or greater than 4 years but less than 5 years
|
3.10%
|
3.60%
|
7.40%
|
8.90%
|
Equal
to or greater than 5 years but less than 6 years
|
3.60%
|
4.20%
|
7.70%
|
9.20%
|
Equal
to or greater than 6 years but less than 7 years
|
4.20%
|
4.80%
|
7.90%
|
9.60%
|
Equal
to or greater than 7 years but less than 8 years
|
4.70%
|
5.40%
|
8.20%
|
9.90%
|
Equal
to or greater than 8 years but less than 9 years
|
5.20%
|
6.00%
|
8.40%
|
10.20%
|
Equal
to or greater than 9 years but less than 10 years
|
5.70%
|
6.60%
|
8.60%
|
10.50%
|
Equal
to or greater than 10 years but less than 11 years
|
6.10%
|
7.00%
|
8.80%
|
10.70%
|
Equal
to or greater than 11 years but less than 12 years
|
6.50%
|
7.50%
|
9.00%
|
11.00%
|
Equal
to or greater than 12 years but less than 13 years
|
7.00%
|
8.00%
|
9.20%
|
11.30%
|
Equal
to or greater than 13 years but less than 14 years
|
7.40%
|
8.50%
|
9.40%
|
11.50%
|
Equal
to or greater than 14 years but less than 15 years
|
7.80%
|
9.00%
|
9.60%
|
11.80%
|
Equal
to or greater than 15 years but less than 16 years
|
8.20%
|
9.50%
|
9.80%
|
11.80%
|
Equal
to or greater than 16 years but less than 17 years
|
8.60%
|
9.90%
|
10.00%
|
12.00%
|
Equal
to or greater than 17 years but less than 18 years
|
9.00%
|
10.40%
|
10.10%
|
12.00%
|
Equal
to or greater than 18 years but less than 19 years
|
9.40%
|
10.80%
|
10.30%
|
12.00%
|
Equal
to or greater than 19 years but less than 20 years
|
9.70%
|
11.00%
|
10.50%
|
12.00%
|
Equal
to or greater than 20 years but less than 21 years
|
10.00%
|
11.00%
|
10.70%
|
12.00%
|
Equal
to or greater than 21 years but less than 22 years
|
10.00%
|
11.00%
|
10.80%
|
12.00%
|
Equal
to or greater than 22 years but less than 23 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
Equal
to or greater than 23 years but less than 24 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
Equal
to or greater than 24 years but less than 25 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
Equal
to or greater than 25 years but less than 26 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
Equal
to or greater than 26 years but less than 27 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
Equal
to or greater than 27 years but less than 28 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
Equal
to or greater than 28 years but less than 29 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
Equal
to or greater than 29 years but less than 30 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
Equal
to 30 years
|
10.00%
|
11.00%
|
11.00%
|
12.00%
|
EXHIBIT
J
[Reserved]
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:
Corporate Trust Services- CMLTI 2007-OPX1—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
February 1, 2007, among Citigroup Mortgage Loan Trust Inc. as Depositor, Xxxxx
Fargo Bank, N.A. as Master Servicer and Trust Administrator, Opteum Financial
Services, LLC 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]
|
|
By:
|
|
Name:
|
|
Title:
|
EXHIBIT
L
ANNUAL
STATEMENT OF COMPLIANCE
CITIGROUP
MORTGAGE LOAN TRUST 2007-OPX1,
ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES 2007-OPX1
I,
_____________________, hereby certify that I am a duly appointed
__________________________ of [Xxxxx Fargo Bank, N.A.] [Opteum Financial
Services, LLC] [Cenlar FSB], and further certify as follows:
1. This
certification is being made pursuant to the terms of the Pooling and Servicing
Agreement, dated as of February 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”), Opteum Financial Services, LLC 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
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 ($)
|
Standard
File Codes - Delinquency Reporting
The
Loss
Mit Type
field
should show the approved Loss Mitigation Code as follows:
· ASUM-
|
Approved
Assumption
|
· BAP-
|
Borrower
Assistance Program
|
· CO-
|
Charge
Off
|
· 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
|
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
|
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
Column
Name
|
Description
|
Decimal
|
Format
Comment
|
Max
Size
|
SER_INVESTOR_NBR
|
A
value assigned by the Servicer to define a group of loans.
|
|
Text
up to 10 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
|
BORROWER_NAME
|
The
borrower name as received in the file. It is not separated by first
and
last name.
|
|
Maximum
length of 30 (Last, First)
|
30
|
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
|
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 ($)
|
11
|
PIF_DATE
|
The
paid in full date as reported by the Servicer.
|
|
MM/DD/YYYY
|
10
|
|
|
|
Action
Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution,
65=Repurchase,70=REO
|
2
|
ACTION_CODE
|
The
standard FNMA numeric code used to indicate the default/delinquent
status
of a particular loan.
|
|||
INT_ADJ_AMT
|
The
amount of the interest adjustment as reported by the
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
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 ($)
|
11
|
SCHED_BEG_PRIN_BAL
|
The
scheduled outstanding principal amount due at the beginning of the
cycle
date to be passed through to investors.
|
2
|
No
commas(,) or dollar signs ($)
|
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 ($)
|
11
|
|
|
|
|
|
MOD_DATE
|
The
Effective Payment Date of the Modification for the loan.
|
|
MM/DD/YYYY
|
10
|
MOD_TYPE
|
The
Modification Type.
|
|
Varchar
- value can be alpha or numeric
|
30
|
DELINQ_P&I_ADVANCE_AMT
|
The
current outstanding principal and interest advances made by
Servicer.
|
2
|
No
commas(,) or dollar signs ($)
|
11
|
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 is responsible to remit all funds pending loss approval and /or
resolution of any disputed items.
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
Servicing Officer certification
*
Unusual
or extraordinary items may require further documentation.
13.
The
total
of lines 1 through 12.
1. 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
Sale Charge
Off
Was
this loan granted a Bankruptcy deficiency or cramdown Yes 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
|
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
||||||
|
SCHEDULE
1
MORTGAGE
LOAN SCHEDULE
lmsid servicernm lendernm amorttype group lien ------------------------------------------------------------------------------------------------------------------------ 221707757 CENLAR OPTEUM P AND I FIXED -15 1 221707759 CENLAR OPTEUM P AND I FIXED -30 1 221874732 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221874548 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874552 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874559 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874544 CENLAR OPTEUM P AND I FIXED -15 1 221874565 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874566 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874576 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874579 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874589 CENLAR OPTEUM P AND I FIXED -30 1 221874590 CENLAR OPTEUM P AND I FIXED -30 1 221874595 CENLAR OPTEUM P AND I FIXED -30 1 221933394 CENLAR OPTEUM P AND I FIXED -30 1 221707758 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221874652 CENLAR OPTEUM P AND I FIXED -30 1 221875117 CENLAR OPTEUM P AND I FIXED -30 1 221875122 CENLAR OPTEUM P AND I FIXED -30 1 221707902 CENLAR OPTEUM P AND I FIXED -30 1 221707908 CENLAR OPTEUM P AND I FIXED -30 1 221707910 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707914 CENLAR OPTEUM P AND I FIXED -30 1 221707919 CENLAR OPTEUM P AND I FIXED -30 1 221707921 CENLAR OPTEUM P AND I FIXED -30 1 221707922 CENLAR OPTEUM P AND I FIXED -30 1 221707924 CENLAR OPTEUM P AND I FIXED -30 1 221707762 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707773 CENLAR OPTEUM P AND I FIXED -30 1 221874790 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707926 CENLAR OPTEUM P AND I FIXED -30 1 221707927 CENLAR OPTEUM P AND I FIXED -30 1 221707931 CENLAR OPTEUM P AND I FIXED -30 1 221707937 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707942 CENLAR OPTEUM P AND I FIXED -30 1 221707958 CENLAR OPTEUM P AND I FIXED -30 1 221707966 CENLAR OPTEUM P AND I FIXED -30 1 221707990 CENLAR OPTEUM P AND I FIXED -30 1 221707991 CENLAR OPTEUM P AND I FIXED -30 1 221707997 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707998 CENLAR OPTEUM P AND I FIXED -30 1 221708011 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708012 CENLAR OPTEUM P AND I FIXED -30 1 221708015 CENLAR OPTEUM P AND I FIXED -30 1 221874798 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708017 CENLAR OPTEUM P AND I FIXED -30 1 221708024 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708046 CENLAR OPTEUM P AND I FIXED -30 1 221708048 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708056 CENLAR OPTEUM P AND I FIXED -30 1 221874822 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708058 CENLAR OPTEUM P AND I FIXED -30 1 221708062 CENLAR OPTEUM P AND I FIXED -30 1 221708065 CENLAR OPTEUM P AND I FIXED -30 1 221708097 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708095 CENLAR OPTEUM P AND I FIXED -30 1 221874846 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707756 CENLAR OPTEUM P AND I FIXED -30 1 221707766 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874690 CENLAR OPTEUM P AND I FIXED -30 1 221874704 CENLAR OPTEUM P AND I FIXED -30 1 221874706 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221874612 CENLAR OPTEUM P AND I FIXED -30 1 221874615 CENLAR OPTEUM P AND I FIXED -30 1 221874707 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708300 CENLAR OPTEUM P AND I FIXED -30 1 221708303 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221874620 CENLAR OPTEUM P AND I FIXED -30 1 221874621 CENLAR OPTEUM P AND I FIXED -30 1 221874624 CENLAR OPTEUM P AND I FIXED -30 1 221874625 CENLAR OPTEUM P AND I FIXED -30 1 221708308 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708330 CENLAR OPTEUM P AND I FIXED -30 1 221708333 CENLAR OPTEUM P AND I FIXED -30 1 221708335 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708336 CENLAR OPTEUM P AND I FIXED -30 1 221708350 CENLAR OPTEUM P AND I FIXED -30 1 221708358 CENLAR OPTEUM P AND I FIXED -30 1 221708360 CENLAR OPTEUM P AND I FIXED -30 1 221708419 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708423 CENLAR OPTEUM P AND I FIXED -30 1 221738995 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739005 CENLAR OPTEUM P AND I FIXED -30 1 221739006 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739014 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739015 CENLAR OPTEUM P AND I FIXED -30 1 221874847 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739041 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739055 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739075 CENLAR OPTEUM P AND I FIXED -30 1 221739084 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739067 CENLAR OPTEUM P AND I FIXED -30 1 221739068 CENLAR OPTEUM P AND I FIXED -30 1 221739051 CENLAR OPTEUM P AND I FIXED -30 1 221739091 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739089 CENLAR OPTEUM P AND I FIXED -30 1 221874886 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739146 CENLAR OPTEUM P AND I FIXED -30 1 221739147 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739149 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739144 CENLAR OPTEUM P AND I FIXED -30 1 221739106 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221874630 CENLAR OPTEUM P AND I FIXED -30 1 221874633 CENLAR OPTEUM P AND I FIXED -30 1 221874634 CENLAR OPTEUM P AND I FIXED -30 1 221874636 CENLAR OPTEUM P AND I FIXED -30 1 221874644 CENLAR OPTEUM P AND I FIXED -30 1 221874981 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221874646 CENLAR OPTEUM P AND I FIXED -30 1 221874650 CENLAR OPTEUM P AND I FIXED -30 1 221874654 CENLAR OPTEUM P AND I FIXED -30 1 221874658 CENLAR OPTEUM P AND I FIXED -30 1 221874663 CENLAR OPTEUM P AND I FIXED -30 1 221874987 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739214 CENLAR OPTEUM P AND I FIXED -30 1 221739217 CENLAR OPTEUM P AND I FIXED -30 1 221739219 CENLAR OPTEUM P AND I FIXED -30 1 221739222 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875112 CENLAR OPTEUM P AND I FIXED -30 1 221875114 CENLAR OPTEUM P AND I FIXED -30 1 221739229 CENLAR OPTEUM P AND I FIXED -30 1 221739242 CENLAR OPTEUM P AND I FIXED -30 1 221739244 CENLAR OPTEUM P AND I FIXED -15 1 221739245 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739246 CENLAR OPTEUM P AND I FIXED -30 1 221874668 CENLAR OPTEUM P AND I FIXED -30 1 221874669 CENLAR OPTEUM P AND I FIXED -30 1 221874672 CENLAR OPTEUM P AND I FIXED -30 1 221874675 CENLAR OPTEUM P AND I FIXED -30 1 221739247 CENLAR OPTEUM P AND I FIXED -30 1 221739252 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875116 CENLAR OPTEUM P AND I FIXED -30 1 221875126 CENLAR OPTEUM P AND I FIXED -30 1 221875132 CENLAR OPTEUM P AND I FIXED -30 1 221875133 CENLAR OPTEUM P AND I FIXED -30 1 221875134 CENLAR OPTEUM P AND I FIXED -30 1 221739236 CENLAR OPTEUM P AND I FIXED -30 1 221739239 CENLAR OPTEUM P AND I FIXED -30 1 221739241 CENLAR OPTEUM P AND I FIXED -30 1 221739180 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875139 CENLAR OPTEUM P AND I FIXED -30 1 221875141 CENLAR OPTEUM P AND I FIXED -30 1 221875144 CENLAR OPTEUM P AND I FIXED -30 1 221875147 CENLAR OPTEUM P AND I FIXED -30 1 221875154 CENLAR OPTEUM P AND I FIXED -30 1 221875156 CENLAR OPTEUM P AND I FIXED -30 1 221875157 CENLAR OPTEUM P AND I FIXED -30 1 221875160 CENLAR OPTEUM P AND I FIXED -30 1 221875165 CENLAR OPTEUM P AND I FIXED -30 1 221874875 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739263 CENLAR OPTEUM P AND I FIXED -30 1 221739262 CENLAR OPTEUM P AND I FIXED -30 1 221739264 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875166 CENLAR OPTEUM P AND I FIXED -30 1 221875167 CENLAR OPTEUM P AND I FIXED -30 1 221875175 CENLAR OPTEUM P AND I FIXED -30 1 221875176 CENLAR OPTEUM P AND I FIXED -30 1 221739281 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875177 CENLAR OPTEUM P AND I FIXED -30 1 221875189 CENLAR OPTEUM P AND I FIXED -30 1 221875191 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221874679 CENLAR OPTEUM P AND I FIXED -30 1 221933483 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707760 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707763 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707771 CENLAR OPTEUM P AND I FIXED -30 1 221707777 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221933415 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221933427 CENLAR OPTEUM P AND I FIXED -30 1 221707782 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707792 CENLAR OPTEUM P AND I FIXED -30 1 221933782 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875072 CENLAR OPTEUM P AND I FIXED -30 1 221933765 CENLAR OPTEUM P AND I FIXED -30 1 221933671 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875100 CENLAR OPTEUM P AND I FIXED -30 1 221875104 CENLAR OPTEUM P AND I FIXED -30 1 221933696 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221933706 CENLAR OPTEUM P AND I FIXED -30 1 221875107 CENLAR OPTEUM P AND I FIXED -30 1 221708460 CENLAR OPTEUM P AND I FIXED -30 1 221738992 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221738997 CENLAR OPTEUM P AND I FIXED -30 1 221738999 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739011 CENLAR OPTEUM P AND I FIXED -30 1 221739020 CENLAR OPTEUM P AND I FIXED -30 1 221739022 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221933726 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739325 CENLAR OPTEUM P AND I FIXED -30 1 221739330 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739031 CENLAR OPTEUM P AND I FIXED -30 1 221739032 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221874696 CENLAR OPTEUM P AND I FIXED -30 1 221874702 CENLAR OPTEUM P AND I FIXED -30 1 221874705 CENLAR OPTEUM P AND I FIXED -30 1 221874709 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739039 CENLAR OPTEUM P AND I FIXED -30 1 221739044 CENLAR OPTEUM P AND I FIXED -30 1 221739048 CENLAR OPTEUM P AND I FIXED -30 1 221739062 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739079 CENLAR OPTEUM P AND I FIXED -30 1 221739080 CENLAR OPTEUM P AND I FIXED -30 1 221739086 CENLAR OPTEUM P AND I FIXED -30 1 221874927 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739090 CENLAR OPTEUM P AND I FIXED -30 1 221739100 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708536 CENLAR OPTEUM P AND I FIXED -30 1 221874954 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739110 CENLAR OPTEUM P AND I FIXED -30 1 221739113 CENLAR OPTEUM P AND I FIXED -30 1 221739115 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708106 CENLAR OPTEUM P AND I FIXED -30 1 221708107 CENLAR OPTEUM P AND I FIXED -30 1 221708114 CENLAR OPTEUM P AND I FIXED -30 1 221739117 CENLAR OPTEUM P AND I FIXED -30 1 221739123 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708117 CENLAR OPTEUM P AND I FIXED -30 1 221708118 CENLAR OPTEUM P AND I FIXED -30 1 221708122 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708132 CENLAR OPTEUM P AND I FIXED -30 1 221739137 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708137 CENLAR OPTEUM P AND I FIXED -30 1 221874959 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707793 CENLAR OPTEUM P AND I FIXED -30 1 221874986 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708611 CENLAR OPTEUM P AND I FIXED -30 1 221708612 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708614 CENLAR OPTEUM P AND I FIXED -15 1 221708619 CENLAR OPTEUM P AND I FIXED -30 1 221708621 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739210 CENLAR OPTEUM P AND I FIXED -30 1 221739215 CENLAR OPTEUM P AND I FIXED -30 1 221739216 CENLAR OPTEUM P AND I FIXED -30 1 221739218 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739223 CENLAR OPTEUM P AND I FIXED -30 1 221874869 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739228 CENLAR OPTEUM P AND I FIXED -30 1 221739232 CENLAR OPTEUM P AND I FIXED -30 1 221739237 CENLAR OPTEUM P AND I FIXED -30 1 221739248 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708529 CENLAR OPTEUM P AND I FIXED -30 1 221708501 CENLAR OPTEUM P AND I FIXED -30 1 221708503 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221738986 CENLAR OPTEUM P AND I FIXED -30 1 221708507 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708513 CENLAR OPTEUM P AND I FIXED -30 1 221708514 CENLAR OPTEUM P AND I FIXED -30 1 221708515 CENLAR OPTEUM P AND I FIXED -30 1 221708520 CENLAR OPTEUM P AND I FIXED -30 1 221708523 CENLAR OPTEUM P AND I FIXED -30 1 221708524 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708601 CENLAR OPTEUM P AND I FIXED -30 1 221708572 CENLAR OPTEUM P AND I FIXED -30 1 221739259 CENLAR OPTEUM P AND I FIXED -30 1 221739260 CENLAR OPTEUM P AND I FIXED -30 1 221739267 CENLAR OPTEUM P AND I FIXED -30 1 221739271 CENLAR OPTEUM P AND I FIXED -30 1 221739272 CENLAR OPTEUM P AND I FIXED -30 1 221874861 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708586 CENLAR OPTEUM P AND I FIXED -30 1 221708588 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708589 CENLAR OPTEUM P AND I FIXED -30 1 221708596 CENLAR OPTEUM P AND I FIXED -30 1 221708597 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708598 CENLAR OPTEUM P AND I FIXED -30 1 221708604 CENLAR OPTEUM P AND I FIXED -30 1 221708630 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739283 CENLAR OPTEUM P AND I FIXED -30 1 221739284 CENLAR OPTEUM P AND I FIXED -30 1 221739288 CENLAR OPTEUM P AND I FIXED -30 1 221739292 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739297 CENLAR OPTEUM P AND I FIXED -30 1 221739299 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739301 CENLAR OPTEUM P AND I FIXED -30 1 221875000 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739303 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739310 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739313 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739323 CENLAR OPTEUM P AND I FIXED -30 1 221739331 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708651 CENLAR OPTEUM P AND I FIXED -30 1 221708637 CENLAR OPTEUM P AND I FIXED -30 1 221875024 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221933800 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221933803 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707783 CENLAR OPTEUM P AND I FIXED -30 1 221707789 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874930 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708111 CENLAR OPTEUM P AND I FIXED -30 1 221708113 CENLAR OPTEUM P AND I FIXED -30 1 221708119 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708471 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708472 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708481 CENLAR OPTEUM P AND I FIXED -30 1 221708482 CENLAR OPTEUM P AND I FIXED BALLOON 50/30 1 221708485 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875071 CENLAR OPTEUM P AND I FIXED -30 1 221875079 CENLAR OPTEUM P AND I FIXED -30 1 221875081 CENLAR OPTEUM P AND I FIXED -30 1 221875086 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221875099 CENLAR OPTEUM P AND I FIXED -30 1 221708487 CENLAR OPTEUM P AND I FIXED -30 1 221708491 CENLAR OPTEUM P AND I FIXED -30 1 221708496 CENLAR OPTEUM P AND I FIXED -30 1 221708500 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708504 CENLAR OPTEUM P AND I FIXED -30 1 221875105 CENLAR OPTEUM P AND I FIXED -30 1 221875108 CENLAR OPTEUM P AND I FIXED -30 1 221875110 CENLAR OPTEUM P AND I FIXED -30 1 221708456 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708404 CENLAR OPTEUM P AND I FIXED -30 1 221708517 CENLAR OPTEUM P AND I FIXED -30 1 221708522 CENLAR OPTEUM P AND I FIXED -30 1 221708526 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708545 CENLAR OPTEUM P AND I FIXED -30 1 221708547 CENLAR OPTEUM P AND I FIXED -30 1 221708553 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708556 CENLAR OPTEUM P AND I FIXED -15 1 221708410 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708428 CENLAR OPTEUM P AND I FIXED -30 1 221708449 CENLAR OPTEUM P AND I FIXED -30 1 221708451 CENLAR OPTEUM P AND I FIXED -15 1 221933576 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708573 CENLAR OPTEUM P AND I FIXED -30 1 221708574 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708577 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708623 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708625 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708562 CENLAR OPTEUM P AND I FIXED -30 1 221708564 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708567 CENLAR OPTEUM P AND I FIXED -30 1 221708571 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708628 CENLAR OPTEUM P AND I FIXED -15 1 221708633 CENLAR OPTEUM P AND I FIXED -30 1 221708642 CENLAR OPTEUM P AND I FIXED -30 1 221708644 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708650 CENLAR OPTEUM P AND I FIXED -30 1 221933522 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221933534 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221933535 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221933582 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221933626 CENLAR OPTEUM P AND I FIXED -30 1 221933631 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221933638 CENLAR OPTEUM P AND I FIXED -30 1 221708559 CENLAR OPTEUM P AND I FIXED -30 1 221708473 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707603 CENLAR OPTEUM P AND I FIXED -30 1 221707607 CENLAR OPTEUM P AND I FIXED -30 1 221933552 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221933553 CENLAR OPTEUM P AND I FIXED -30 1 221933559 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707620 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708468 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708475 CENLAR OPTEUM P AND I FIXED -30 1 221708479 CENLAR OPTEUM P AND I FIXED -30 1 221708486 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708488 CENLAR OPTEUM P AND I FIXED -30 1 221933521 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221933462 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221933465 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875078 CENLAR OPTEUM P AND I FIXED -30 1 221933532 CENLAR OPTEUM P AND I FIXED -30 1 221933538 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221933487 CENLAR OPTEUM P AND I FIXED -30 1 221933503 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221933504 CENLAR OPTEUM P AND I FIXED -30 1 221933509 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707730 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707731 CENLAR OPTEUM P AND I FIXED -30 1 221707561 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707563 CENLAR OPTEUM P AND I FIXED -30 1 221933510 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707736 CENLAR OPTEUM P AND I FIXED -30 1 221707738 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707536 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707551 CENLAR OPTEUM P AND I FIXED -30 1 221707533 CENLAR OPTEUM P AND I FIXED -30 1 221707538 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707748 CENLAR OPTEUM P AND I FIXED -30 1 221707749 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707750 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707583 CENLAR OPTEUM P AND I FIXED -30 1 221707586 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707588 CENLAR OPTEUM P AND I FIXED -30 1 221707595 CENLAR OPTEUM P AND I FIXED -30 1 221707599 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707820 CENLAR OPTEUM P AND I FIXED -30 1 221707822 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707604 CENLAR OPTEUM P AND I FIXED -30 1 221707606 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707615 CENLAR OPTEUM P AND I FIXED -30 1 221707616 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707617 CENLAR OPTEUM P AND I FIXED -30 1 221707621 CENLAR OPTEUM P AND I FIXED -30 1 221707624 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707628 CENLAR OPTEUM P AND I FIXED -30 1 221707553 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707554 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707742 CENLAR OPTEUM P AND I FIXED -30 1 221707746 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221875080 CENLAR OPTEUM P AND I FIXED -30 1 221875082 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707631 CENLAR OPTEUM P AND I FIXED -30 1 221707635 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707569 CENLAR OPTEUM P AND I FIXED -30 1 221707571 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707580 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707627 CENLAR OPTEUM P AND I FIXED -10 1 221707625 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707640 CENLAR OPTEUM P AND I FIXED -30 1 221707643 CENLAR OPTEUM P AND I FIXED -20 1 221707646 CENLAR OPTEUM P AND I FIXED -30 1 221707647 CENLAR OPTEUM P AND I FIXED -30 1 221707648 CENLAR OPTEUM P AND I FIXED -30 1 221707652 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707655 CENLAR OPTEUM P AND I FIXED -30 1 221707644 CENLAR OPTEUM P AND I FIXED -30 1 221707653 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707660 CENLAR OPTEUM P AND I FIXED -30 1 221707670 CENLAR OPTEUM P AND I FIXED -30 1 221707674 CENLAR OPTEUM P AND I FIXED -30 1 221707681 CENLAR OPTEUM P AND I FIXED -30 1 221707712 CENLAR OPTEUM P AND I FIXED -30 1 221707719 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707732 CENLAR OPTEUM P AND I FIXED -30 1 221707733 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707682 CENLAR OPTEUM P AND I FIXED -30 1 221707683 CENLAR OPTEUM P AND I FIXED -30 1 221707684 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707691 CENLAR OPTEUM P AND I FIXED -30 1 221707693 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708546 CENLAR OPTEUM P AND I FIXED -30 1 221708542 CENLAR OPTEUM P AND I FIXED -30 1 221708557 CENLAR OPTEUM P AND I FIXED -30 1 221875089 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875098 CENLAR OPTEUM P AND I FIXED -30 1 221875102 CENLAR OPTEUM P AND I FIXED -30 1 221708558 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708206 CENLAR OPTEUM P AND I FIXED -30 1 221708211 CENLAR OPTEUM P AND I FIXED -30 1 221707695 CENLAR OPTEUM P AND I FIXED -30 1 221707701 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707705 CENLAR OPTEUM P AND I FIXED -30 1 221707708 CENLAR OPTEUM P AND I FIXED -30 1 221708213 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708216 CENLAR OPTEUM P AND I FIXED -30 1 221708267 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708223 CENLAR OPTEUM P AND I FIXED -30 1 221708225 CENLAR OPTEUM P AND I FIXED BALLOON 50/30 1 221707709 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707713 CENLAR OPTEUM P AND I FIXED -30 1 221707716 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707718 CENLAR OPTEUM P AND I FIXED -30 1 221707721 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708227 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708231 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708232 CENLAR OPTEUM P AND I FIXED -30 1 221708235 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708237 CENLAR OPTEUM P AND I FIXED -30 1 221707722 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707725 CENLAR OPTEUM P AND I FIXED -30 1 221707729 CENLAR OPTEUM P AND I FIXED BALLOON 50/30 1 221707734 CENLAR OPTEUM P AND I FIXED -20 1 221707737 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708245 CENLAR OPTEUM P AND I FIXED -30 1 221708251 CENLAR OPTEUM P AND I FIXED -30 1 221708254 CENLAR OPTEUM P AND I FIXED -30 1 221708256 CENLAR OPTEUM P AND I FIXED -30 1 221507908 CENLAR OPTEUM P AND I FIXED -30 1 221708073 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708076 CENLAR OPTEUM P AND I FIXED -30 1 221708081 CENLAR OPTEUM P AND I FIXED -30 1 221708090 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707739 CENLAR OPTEUM P AND I FIXED -30 1 221707741 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707753 CENLAR OPTEUM P AND I FIXED -30 1 221708091 CENLAR OPTEUM P AND I FIXED -30 1 221708092 CENLAR OPTEUM P AND I FIXED -30 1 221707841 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707855 CENLAR OPTEUM P AND I FIXED -30 1 221708101 CENLAR OPTEUM P AND I FIXED -30 1 221708148 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875103 CENLAR OPTEUM P AND I FIXED -30 1 221875217 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707761 CENLAR OPTEUM P AND I FIXED -30 1 221707764 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708161 CENLAR OPTEUM P AND I FIXED -30 1 221708175 CENLAR OPTEUM P AND I FIXED -30 1 221739337 CENLAR OPTEUM P AND I FIXED -30 1 221739339 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707812 CENLAR OPTEUM P AND I FIXED -30 1 221707816 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707818 CENLAR OPTEUM P AND I FIXED -30 1 221707823 CENLAR OPTEUM P AND I FIXED -30 1 221739344 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739360 CENLAR OPTEUM P AND I FIXED -30 1 221707858 CENLAR OPTEUM P AND I FIXED -30 1 221707861 CENLAR OPTEUM P AND I FIXED -30 1 221875226 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221933455 CENLAR OPTEUM P AND I FIXED -30 1 221707867 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707868 CENLAR OPTEUM P AND I FIXED -30 1 221739362 CENLAR OPTEUM P AND I FIXED -30 1 221739363 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739369 CENLAR OPTEUM P AND I FIXED -30 1 221933648 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221933669 CENLAR OPTEUM P AND I FIXED -30 1 221739134 CENLAR OPTEUM P AND I FIXED -30 1 221739140 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739371 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707869 CENLAR OPTEUM P AND I FIXED -30 1 221707878 CENLAR OPTEUM P AND I FIXED -30 1 221707881 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707885 CENLAR OPTEUM P AND I FIXED -30 1 221707886 CENLAR OPTEUM P AND I FIXED -30 1 221707888 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707829 CENLAR OPTEUM P AND I FIXED -30 1 221707835 CENLAR OPTEUM P AND I FIXED -30 1 221707844 CENLAR OPTEUM P AND I FIXED -30 1 221707848 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707894 CENLAR OPTEUM P AND I FIXED -30 1 221874597 CENLAR OPTEUM P AND I FIXED -30 1 221874606 CENLAR OPTEUM P AND I FIXED -30 1 221874614 CENLAR OPTEUM P AND I FIXED -30 1 221874618 CENLAR OPTEUM P AND I FIXED -30 1 221874619 CENLAR OPTEUM P AND I FIXED -30 1 221874623 CENLAR OPTEUM P AND I FIXED -30 1 221874629 CENLAR OPTEUM P AND I FIXED -30 1 221874635 CENLAR OPTEUM P AND I FIXED -30 1 221739143 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707850 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707851 CENLAR OPTEUM P AND I FIXED -30 1 221707854 CENLAR OPTEUM P AND I FIXED -30 1 221707856 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707898 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707900 CENLAR OPTEUM P AND I FIXED -30 1 221874641 CENLAR OPTEUM P AND I FIXED -30 1 221707862 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707866 CENLAR OPTEUM P AND I FIXED -30 1 221707872 CENLAR OPTEUM P AND I FIXED -30 1 221707880 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221874647 CENLAR OPTEUM P AND I FIXED -30 1 221875123 CENLAR OPTEUM P AND I FIXED -30 1 221875129 CENLAR OPTEUM P AND I FIXED -30 1 221875135 CENLAR OPTEUM P AND I FIXED -30 1 221875136 CENLAR OPTEUM P AND I FIXED -30 1 221707893 CENLAR OPTEUM P AND I FIXED -30 1 221707906 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707913 CENLAR OPTEUM P AND I FIXED -30 1 221707915 CENLAR OPTEUM P AND I FIXED -30 1 221875140 CENLAR OPTEUM P AND I FIXED -30 1 221875143 CENLAR OPTEUM P AND I FIXED -30 1 221875146 CENLAR OPTEUM P AND I FIXED -30 1 221875151 CENLAR OPTEUM P AND I FIXED -30 1 221875158 CENLAR OPTEUM P AND I FIXED -30 1 221875170 CENLAR OPTEUM P AND I FIXED -30 1 221875172 CENLAR OPTEUM P AND I FIXED -30 1 221875173 CENLAR OPTEUM P AND I FIXED -30 1 221707923 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707940 CENLAR OPTEUM P AND I FIXED -30 1 221875174 CENLAR OPTEUM P AND I FIXED -30 1 221875180 CENLAR OPTEUM P AND I FIXED -30 1 221875194 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707948 CENLAR OPTEUM P AND I FIXED -30 1 221707952 CENLAR OPTEUM P AND I FIXED -30 1 221707953 CENLAR OPTEUM P AND I FIXED -30 1 221707959 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707971 CENLAR OPTEUM P AND I FIXED -30 1 221707973 CENLAR OPTEUM P AND I FIXED -30 1 221707976 CENLAR OPTEUM P AND I FIXED -15 1 221707977 CENLAR OPTEUM P AND I FIXED -30 1 221875231 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221874545 CENLAR OPTEUM P AND I FIXED -15 1 221874546 CENLAR OPTEUM P AND I FIXED -20 1 221933433 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707978 CENLAR OPTEUM P AND I FIXED -30 1 221707984 CENLAR OPTEUM P AND I FIXED -30 1 221708186 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708194 CENLAR OPTEUM P AND I FIXED -30 1 221708198 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221874657 CENLAR OPTEUM P AND I FIXED -30 1 221874660 CENLAR OPTEUM P AND I FIXED -30 1 221874661 CENLAR OPTEUM P AND I FIXED -30 1 221739161 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739169 CENLAR OPTEUM P AND I FIXED -30 1 221739171 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739181 CENLAR OPTEUM P AND I FIXED -30 1 221874670 CENLAR OPTEUM P AND I FIXED -30 1 221874674 CENLAR OPTEUM P AND I FIXED -30 1 221874682 CENLAR OPTEUM P AND I FIXED -30 1 221874687 CENLAR OPTEUM P AND I FIXED -30 1 221874689 CENLAR OPTEUM P AND I FIXED -30 1 221708202 CENLAR OPTEUM P AND I FIXED -30 1 221708203 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708207 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708208 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221874691 CENLAR OPTEUM P AND I FIXED -30 1 221874694 CENLAR OPTEUM P AND I FIXED -30 1 221874698 CENLAR OPTEUM P AND I FIXED -30 1 221874700 CENLAR OPTEUM P AND I FIXED -30 1 221874701 CENLAR OPTEUM P AND I FIXED -30 1 221708217 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708228 CENLAR OPTEUM P AND I FIXED -30 1 221708243 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708247 CENLAR OPTEUM P AND I FIXED -30 1 221708248 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708253 CENLAR OPTEUM P AND I FIXED -30 1 221708255 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708264 CENLAR OPTEUM P AND I FIXED -30 1 221708269 CENLAR OPTEUM P AND I FIXED -10 1 221708282 CENLAR OPTEUM P AND I FIXED -30 1 221708283 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739184 CENLAR OPTEUM P AND I FIXED -30 1 221739185 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708299 CENLAR OPTEUM P AND I FIXED -30 1 221708302 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708306 CENLAR OPTEUM P AND I FIXED -30 1 221708307 CENLAR OPTEUM P AND I FIXED -30 1 221708311 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708332 CENLAR OPTEUM P AND I FIXED -30 1 221708342 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708344 CENLAR OPTEUM P AND I FIXED BALLOON 50/30 1 221708348 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708354 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708356 CENLAR OPTEUM P AND I FIXED -30 1 221708357 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708364 CENLAR OPTEUM P AND I FIXED -30 1 221708368 CENLAR OPTEUM P AND I FIXED -30 1 221739198 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739213 CENLAR OPTEUM P AND I FIXED -30 1 221708373 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708375 CENLAR OPTEUM P AND I FIXED -30 1 221708377 CENLAR OPTEUM P AND I FIXED -30 1 221708380 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708388 CENLAR OPTEUM P AND I FIXED -30 1 221708393 CENLAR OPTEUM P AND I FIXED -30 1 221708403 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708407 CENLAR OPTEUM P AND I FIXED -30 1 221708418 CENLAR OPTEUM P AND I FIXED -30 1 221708422 CENLAR OPTEUM P AND I FIXED -30 1 221708429 CENLAR OPTEUM P AND I FIXED -30 1 221708430 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739230 CENLAR OPTEUM P AND I FIXED -30 1 221739235 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739249 CENLAR OPTEUM P AND I FIXED -30 1 221708436 CENLAR OPTEUM P AND I FIXED -30 1 221708438 CENLAR OPTEUM P AND I FIXED -30 1 221708441 CENLAR OPTEUM P AND I FIXED -30 1 221708447 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708450 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739254 CENLAR OPTEUM P AND I FIXED -30 1 221739257 CENLAR OPTEUM P AND I FIXED -30 1 221739261 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739266 CENLAR OPTEUM P AND I FIXED -30 1 221708452 CENLAR OPTEUM P AND I FIXED -30 1 221708458 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708459 CENLAR OPTEUM P AND I FIXED -30 1 221707986 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707987 CENLAR OPTEUM P AND I FIXED -15 1 221707988 CENLAR OPTEUM P AND I FIXED -30 1 221708000 CENLAR OPTEUM P AND I FIXED -30 1 221708001 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708002 CENLAR OPTEUM P AND I FIXED -30 1 221708003 CENLAR OPTEUM P AND I FIXED -30 1 221708005 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739279 CENLAR OPTEUM P AND I FIXED -30 1 221739290 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739306 CENLAR OPTEUM P AND I FIXED -30 1 221708061 CENLAR OPTEUM P AND I FIXED -30 1 221708069 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708074 CENLAR OPTEUM P AND I FIXED -30 1 221708077 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708082 CENLAR OPTEUM P AND I FIXED -30 1 221708083 CENLAR OPTEUM P AND I FIXED -15 1 221708086 CENLAR OPTEUM P AND I FIXED -30 1 221708087 CENLAR OPTEUM P AND I FIXED -30 1 221708088 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739326 CENLAR OPTEUM P AND I FIXED -30 1 221739327 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739334 CENLAR OPTEUM P AND I FIXED -30 1 221739336 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708096 CENLAR OPTEUM P AND I FIXED -30 1 221708098 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708104 CENLAR OPTEUM P AND I FIXED -15 1 221933686 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708164 CENLAR OPTEUM P AND I FIXED -30 1 221708166 CENLAR OPTEUM P AND I FIXED -30 1 221708168 CENLAR OPTEUM P AND I FIXED -30 1 221708169 CENLAR OPTEUM P AND I FIXED -30 1 221933742 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221933757 CENLAR OPTEUM P AND I FIXED -30 1 221933759 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739340 CENLAR OPTEUM P AND I FIXED -30 1 221933763 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739341 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739352 CENLAR OPTEUM P AND I FIXED -30 1 221739355 CENLAR OPTEUM P AND I FIXED -30 1 221739357 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739364 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739365 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221874549 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874553 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874555 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874556 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874567 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874568 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874571 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874573 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874580 CENLAR OPTEUM P AND I FIXED -30 1 221874581 CENLAR OPTEUM P AND I FIXED -30 1 221874588 CENLAR OPTEUM P AND I FIXED -30 1 221874594 CENLAR OPTEUM P AND I FIXED -30 1 221874598 CENLAR OPTEUM P AND I FIXED -30 1 221874603 CENLAR OPTEUM P AND I FIXED -30 1 221874604 CENLAR OPTEUM P AND I FIXED -30 1 221933799 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707765 CENLAR OPTEUM P AND I FIXED -30 1 221707769 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707775 CENLAR OPTEUM P AND I FIXED -30 1 221874608 CENLAR OPTEUM P AND I FIXED -30 1 221874609 CENLAR OPTEUM P AND I FIXED -30 1 221874611 CENLAR OPTEUM P AND I FIXED -30 1 221874613 CENLAR OPTEUM P AND I FIXED -30 1 221874617 CENLAR OPTEUM P AND I FIXED -30 1 221874627 CENLAR OPTEUM P AND I FIXED -30 1 221874632 CENLAR OPTEUM P AND I FIXED -30 1 221874637 CENLAR OPTEUM P AND I FIXED -30 1 221874639 CENLAR OPTEUM P AND I FIXED -30 1 221874648 CENLAR OPTEUM P AND I FIXED -30 1 221874651 CENLAR OPTEUM P AND I FIXED -30 1 221874653 CENLAR OPTEUM P AND I FIXED -30 1 221707781 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707788 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707794 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707795 CENLAR OPTEUM P AND I FIXED -30 1 221708109 CENLAR OPTEUM P AND I FIXED -30 1 221874656 CENLAR OPTEUM P AND I FIXED -30 1 221874659 CENLAR OPTEUM P AND I FIXED -30 1 221874664 CENLAR OPTEUM P AND I FIXED -30 1 221874665 CENLAR OPTEUM P AND I FIXED -30 1 221708112 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708120 CENLAR OPTEUM P AND I FIXED -30 1 221708134 CENLAR OPTEUM P AND I FIXED -30 1 221708141 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221874666 CENLAR OPTEUM P AND I FIXED -30 1 221874667 CENLAR OPTEUM P AND I FIXED -30 1 221874677 CENLAR OPTEUM P AND I FIXED -30 1 221874678 CENLAR OPTEUM P AND I FIXED -30 1 221708469 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708490 CENLAR OPTEUM P AND I FIXED -30 1 221708499 CENLAR OPTEUM P AND I FIXED -30 1 221708505 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221874684 CENLAR OPTEUM P AND I FIXED -30 1 221874686 CENLAR OPTEUM P AND I FIXED -30 1 221874688 CENLAR OPTEUM P AND I FIXED -30 1 221708508 CENLAR OPTEUM P AND I FIXED -30 1 221708510 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708512 CENLAR OPTEUM P AND I FIXED -30 1 221708516 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708525 CENLAR OPTEUM P AND I FIXED -30 1 221708527 CENLAR OPTEUM P AND I FIXED -30 1 221708530 CENLAR OPTEUM P AND I FIXED -30 1 221708531 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708539 CENLAR OPTEUM P AND I FIXED -30 1 221708540 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708548 CENLAR OPTEUM P AND I FIXED -30 1 221874898 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708552 CENLAR OPTEUM P AND I FIXED -30 1 221708563 CENLAR OPTEUM P AND I FIXED -30 1 221708566 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708568 CENLAR OPTEUM P AND I FIXED -30 1 221708570 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708582 CENLAR OPTEUM P AND I FIXED -30 1 221708585 CENLAR OPTEUM P AND I FIXED -30 1 221708587 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708592 CENLAR OPTEUM P AND I FIXED -30 1 221707909 CENLAR OPTEUM P AND I FIXED -30 1 221708371 CENLAR OPTEUM P AND I FIXED -30 1 221707546 CENLAR OPTEUM P AND I FIXED -30 1 221707550 CENLAR OPTEUM P AND I FIXED -30 1 221707557 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708606 CENLAR OPTEUM P AND I FIXED BALLOON 50/30 1 221708608 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707609 CENLAR OPTEUM P AND I FIXED -30 1 221707622 CENLAR OPTEUM P AND I FIXED -30 1 221707572 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707574 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708620 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708626 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708631 CENLAR OPTEUM P AND I FIXED -30 1 221708634 CENLAR OPTEUM P AND I FIXED -30 1 221738987 CENLAR OPTEUM P AND I FIXED -30 1 221707579 CENLAR OPTEUM P AND I FIXED -30 1 221707585 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221738988 CENLAR OPTEUM P AND I FIXED -30 1 221933458 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221874680 CENLAR OPTEUM P AND I FIXED -30 1 221874681 CENLAR OPTEUM P AND I FIXED -30 1 221874683 CENLAR OPTEUM P AND I FIXED -30 1 221933571 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708636 CENLAR OPTEUM P AND I FIXED -30 1 221874692 CENLAR OPTEUM P AND I FIXED -30 1 221933514 CENLAR OPTEUM P AND I FIXED -30 1 221933517 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221933518 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221933477 CENLAR OPTEUM P AND I FIXED -30 1 221933478 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707542 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707544 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221507527 CENLAR OPTEUM P AND I FIXED -30 1 221707545 CENLAR OPTEUM P AND I FIXED -30 1 221707549 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707555 CENLAR OPTEUM P AND I FIXED -30 1 221707556 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707559 CENLAR OPTEUM P AND I FIXED -30 1 221707560 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707562 CENLAR OPTEUM P AND I FIXED -20 1 221707567 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707575 CENLAR OPTEUM P AND I FIXED -30 1 221707576 CENLAR OPTEUM P AND I FIXED -30 1 221707581 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875188 CENLAR OPTEUM P AND I FIXED -30 1 221875190 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707591 CENLAR OPTEUM P AND I FIXED BALLOON 50/30 1 221707592 CENLAR OPTEUM P AND I FIXED -30 1 221707593 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707600 CENLAR OPTEUM P AND I FIXED -30 1 221707605 CENLAR OPTEUM P AND I FIXED -30 1 221707614 CENLAR OPTEUM P AND I FIXED -30 1 221707618 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707634 CENLAR OPTEUM P AND I FIXED -30 1 221707651 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707663 CENLAR OPTEUM P AND I FIXED -30 1 221707666 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707672 CENLAR OPTEUM P AND I FIXED -30 1 221707675 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707694 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707698 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707702 CENLAR OPTEUM P AND I FIXED -30 1 221707704 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707707 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707799 CENLAR OPTEUM P AND I FIXED -30 1 221707801 CENLAR OPTEUM P AND I FIXED -30 1 221707804 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707808 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707813 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707817 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707839 CENLAR OPTEUM P AND I FIXED -30 1 221707842 CENLAR OPTEUM P AND I FIXED -30 1 221707846 CENLAR OPTEUM P AND I FIXED -30 1 221707852 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707860 CENLAR OPTEUM P AND I FIXED -30 1 221707864 CENLAR OPTEUM P AND I FIXED -30 1 221707870 CENLAR OPTEUM P AND I FIXED -30 1 221707871 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707875 CENLAR OPTEUM P AND I FIXED -30 1 221707877 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707897 CENLAR OPTEUM P AND I FIXED -30 1 221707899 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707917 CENLAR OPTEUM P AND I FIXED -30 1 221707920 CENLAR OPTEUM P AND I FIXED -30 1 221707928 CENLAR OPTEUM P AND I FIXED -30 1 221707929 CENLAR OPTEUM P AND I FIXED -30 1 221707930 CENLAR OPTEUM P AND I FIXED -30 1 221707934 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707941 CENLAR OPTEUM P AND I FIXED -30 1 221707943 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707954 CENLAR OPTEUM P AND I FIXED BALLOON 50/30 1 221707955 CENLAR OPTEUM P AND I FIXED -30 1 221707956 CENLAR OPTEUM P AND I FIXED -30 1 221707961 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707962 CENLAR OPTEUM P AND I FIXED -30 1 221707965 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707967 CENLAR OPTEUM P AND I FIXED -30 1 221707968 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221875222 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708615 CENLAR OPTEUM P AND I FIXED -30 1 221707972 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707979 CENLAR OPTEUM P AND I FIXED -30 1 221707980 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707996 CENLAR OPTEUM P AND I FIXED -30 1 221708006 CENLAR OPTEUM P AND I FIXED -30 1 221708008 CENLAR OPTEUM P AND I FIXED -30 1 221708013 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708019 CENLAR OPTEUM P AND I FIXED -30 1 221708021 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708023 CENLAR OPTEUM P AND I FIXED -30 1 221708025 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708026 CENLAR OPTEUM P AND I FIXED -30 1 221708029 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708033 CENLAR OPTEUM P AND I FIXED -15 1 221708034 CENLAR OPTEUM P AND I FIXED -30 1 221708037 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708038 CENLAR OPTEUM P AND I FIXED -30 1 221708039 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708043 CENLAR OPTEUM P AND I FIXED -30 1 221708047 CENLAR OPTEUM P AND I FIXED -30 1 221708052 CENLAR OPTEUM P AND I FIXED -30 1 221708053 CENLAR OPTEUM P AND I FIXED -30 1 221708054 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708068 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708070 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708078 CENLAR OPTEUM P AND I FIXED -15 1 221708085 CENLAR OPTEUM P AND I FIXED -30 1 221708093 CENLAR OPTEUM P AND I FIXED -15 1 221708147 CENLAR OPTEUM P AND I FIXED -30 1 221708153 CENLAR OPTEUM P AND I FIXED -30 1 221708154 CENLAR OPTEUM P AND I FIXED -30 1 221708156 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708190 CENLAR OPTEUM P AND I FIXED -30 1 221708197 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708199 CENLAR OPTEUM P AND I FIXED -30 1 221708200 CENLAR OPTEUM P AND I FIXED -15 1 221708205 CENLAR OPTEUM P AND I FIXED -30 1 221708215 CENLAR OPTEUM P AND I FIXED -30 1 221708218 CENLAR OPTEUM P AND I FIXED -30 1 221708219 CENLAR OPTEUM P AND I FIXED -30 1 221708221 CENLAR OPTEUM P AND I FIXED -30 1 221708226 CENLAR OPTEUM P AND I FIXED -30 1 221708230 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708233 CENLAR OPTEUM P AND I FIXED -30 1 221708234 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708236 CENLAR OPTEUM P AND I FIXED -30 1 221708241 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708249 CENLAR OPTEUM P AND I FIXED -30 1 221708257 CENLAR OPTEUM P AND I FIXED -30 1 221708258 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708259 CENLAR OPTEUM P AND I FIXED -30 1 221708271 CENLAR OPTEUM P AND I FIXED -30 1 221708274 CENLAR OPTEUM P AND I FIXED -30 1 221708275 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708305 CENLAR OPTEUM P AND I FIXED -30 1 221708314 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708322 CENLAR OPTEUM P AND I FIXED -30 1 221708325 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708340 CENLAR OPTEUM P AND I FIXED -30 1 221708341 CENLAR OPTEUM P AND I FIXED -30 1 221708347 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708351 CENLAR OPTEUM P AND I FIXED -30 1 221708361 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708379 CENLAR OPTEUM P AND I FIXED -30 1 221708382 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708386 CENLAR OPTEUM P AND I FIXED -30 1 221708390 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708392 CENLAR OPTEUM P AND I FIXED -30 1 221708394 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708411 CENLAR OPTEUM P AND I FIXED -30 1 221708414 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708433 CENLAR OPTEUM P AND I FIXED -30 1 221708434 CENLAR OPTEUM P AND I FIXED BALLOON 50/30 1 221708437 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739008 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739009 CENLAR OPTEUM P AND I FIXED -30 1 221739012 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739016 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739027 CENLAR OPTEUM P AND I FIXED -30 1 221739033 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739034 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739040 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739042 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739046 CENLAR OPTEUM P AND I FIXED -30 1 221739047 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739053 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739071 CENLAR OPTEUM P AND I FIXED -30 1 221739073 CENLAR OPTEUM P AND I FIXED -30 1 221739077 CENLAR OPTEUM P AND I FIXED -30 1 221739081 CENLAR OPTEUM P AND I FIXED -30 1 221739087 CENLAR OPTEUM P AND I FIXED -30 1 221739088 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739096 CENLAR OPTEUM P AND I FIXED -30 1 221739097 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739116 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739125 CENLAR OPTEUM P AND I FIXED -30 1 221875121 CENLAR OPTEUM P AND I FIXED -30 1 221875124 CENLAR OPTEUM P AND I FIXED -30 1 221875128 CENLAR OPTEUM P AND I FIXED -30 1 221875131 CENLAR OPTEUM P AND I FIXED -30 1 221875138 CENLAR OPTEUM P AND I FIXED -30 1 221875145 CENLAR OPTEUM P AND I FIXED -30 1 221875149 CENLAR OPTEUM P AND I FIXED -30 1 221875150 CENLAR OPTEUM P AND I FIXED -30 1 221875153 CENLAR OPTEUM P AND I FIXED -30 1 221875155 CENLAR OPTEUM P AND I FIXED -30 1 221875162 CENLAR OPTEUM P AND I FIXED -30 1 221875164 CENLAR OPTEUM P AND I FIXED -30 1 221875171 CENLAR OPTEUM P AND I FIXED -30 1 221875184 CENLAR OPTEUM P AND I FIXED -30 1 221875185 CENLAR OPTEUM P AND I FIXED -30 1 221875186 CENLAR OPTEUM P AND I FIXED -30 1 221875187 CENLAR OPTEUM P AND I FIXED -30 1 221875193 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708159 CENLAR OPTEUM P AND I FIXED -30 1 221708162 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708163 CENLAR OPTEUM P AND I FIXED -30 1 221708173 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708181 CENLAR OPTEUM P AND I FIXED -30 1 221708182 CENLAR OPTEUM P AND I FIXED -30 1 221708183 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739345 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739349 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739353 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739354 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739356 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739366 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221874547 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874554 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874558 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874560 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874570 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874575 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874583 CENLAR OPTEUM P AND I FIXED -30 1 221874585 CENLAR OPTEUM P AND I FIXED -30 1 221874587 CENLAR OPTEUM P AND I FIXED -30 1 221874593 CENLAR OPTEUM P AND I FIXED -30 1 221874600 CENLAR OPTEUM P AND I FIXED -30 1 221874602 CENLAR OPTEUM P AND I FIXED -30 1 221874610 CENLAR OPTEUM P AND I FIXED -30 1 221933413 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221933414 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221933445 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875074 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221875075 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221875076 CENLAR OPTEUM P AND I FIXED -30 1 221875077 CENLAR OPTEUM P AND I FIXED -30 1 221875084 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875093 CENLAR OPTEUM P AND I FIXED -20 1 221875096 CENLAR OPTEUM P AND I FIXED -30 1 221875101 CENLAR OPTEUM P AND I FIXED -30 1 221708385 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221738989 CENLAR OPTEUM P AND I FIXED -30 1 221738990 CENLAR OPTEUM P AND I FIXED -30 1 221738991 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739002 CENLAR OPTEUM P AND I FIXED -30 1 221739007 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739019 CENLAR OPTEUM P AND I FIXED -30 1 221739026 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739028 CENLAR OPTEUM P AND I FIXED -30 1 221739035 CENLAR OPTEUM P AND I FIXED -30 1 221739036 CENLAR OPTEUM P AND I FIXED -30 1 221739037 CENLAR OPTEUM P AND I FIXED -30 1 221739038 CENLAR OPTEUM P AND I FIXED -30 1 221739043 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739049 CENLAR OPTEUM P AND I FIXED -30 1 221739050 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739056 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739059 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739064 CENLAR OPTEUM P AND I FIXED -30 1 221739069 CENLAR OPTEUM P AND I FIXED -30 1 221739083 CENLAR OPTEUM P AND I FIXED -30 1 221739085 CENLAR OPTEUM P AND I FIXED -30 1 221739108 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739111 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739114 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739121 CENLAR OPTEUM P AND I FIXED -30 1 221739124 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739170 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739173 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708462 CENLAR OPTEUM P AND I FIXED -30 1 221739231 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739238 CENLAR OPTEUM P AND I FIXED -30 1 221708400 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708405 CENLAR OPTEUM P AND I FIXED -30 1 221739253 CENLAR OPTEUM P AND I FIXED -30 1 221739256 CENLAR OPTEUM P AND I FIXED -30 1 221739276 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739280 CENLAR OPTEUM P AND I FIXED -30 1 221739286 CENLAR OPTEUM P AND I FIXED -30 1 221739287 CENLAR OPTEUM P AND I FIXED -30 1 221739291 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739293 CENLAR OPTEUM P AND I FIXED -30 1 221739295 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739318 CENLAR OPTEUM P AND I FIXED -30 1 221739320 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221933651 CENLAR OPTEUM P AND I FIXED -30 1 221933652 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221933668 CENLAR OPTEUM P AND I FIXED -30 1 221933681 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707774 CENLAR OPTEUM P AND I FIXED -30 1 221707780 CENLAR OPTEUM P AND I FIXED -30 1 221707787 CENLAR OPTEUM P AND I FIXED -30 1 221707790 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707791 CENLAR OPTEUM P AND I FIXED -30 1 221708105 CENLAR OPTEUM P AND I FIXED -15 1 221708408 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708424 CENLAR OPTEUM P AND I FIXED -30 1 221708425 CENLAR OPTEUM P AND I FIXED -30 1 221708115 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708108 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708130 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708131 CENLAR OPTEUM P AND I FIXED BALLOON 50/30 1 221708135 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708140 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708465 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708116 CENLAR OPTEUM P AND I FIXED -30 1 221708121 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708431 CENLAR OPTEUM P AND I FIXED -30 1 221708432 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708439 CENLAR OPTEUM P AND I FIXED -30 1 221708443 CENLAR OPTEUM P AND I FIXED -30 1 221708519 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708521 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708532 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708533 CENLAR OPTEUM P AND I FIXED -30 1 221708534 CENLAR OPTEUM P AND I FIXED -30 1 221708537 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739240 CENLAR OPTEUM P AND I FIXED -30 1 221739250 CENLAR OPTEUM P AND I FIXED -30 1 221739225 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221739220 CENLAR OPTEUM P AND I FIXED -30 1 221875003 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221875119 CENLAR OPTEUM P AND I FIXED -30 1 221875120 CENLAR OPTEUM P AND I FIXED -30 1 221875125 CENLAR OPTEUM P AND I FIXED -30 1 221875137 CENLAR OPTEUM P AND I FIXED -30 1 221708575 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708576 CENLAR OPTEUM P AND I FIXED -30 1 221708583 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708590 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708591 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708593 CENLAR OPTEUM P AND I FIXED -30 1 221708594 CENLAR OPTEUM P AND I FIXED -30 1 221708595 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708599 CENLAR OPTEUM P AND I FIXED -30 1 221708600 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708613 CENLAR OPTEUM P AND I FIXED -30 1 221708617 CENLAR OPTEUM P AND I FIXED -30 1 221708618 CENLAR OPTEUM P AND I FIXED -30 1 221708624 CENLAR OPTEUM P AND I FIXED -30 1 221708627 CENLAR OPTEUM P AND I FIXED -30 1 221708632 CENLAR OPTEUM P AND I FIXED -30 1 221708635 CENLAR OPTEUM P AND I FIXED -30 1 221875152 CENLAR OPTEUM P AND I FIXED -30 1 221708639 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708543 CENLAR OPTEUM P AND I FIXED -30 1 221708549 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708647 CENLAR OPTEUM P AND I FIXED -30 1 221708649 CENLAR OPTEUM P AND I FIXED -30 1 221738984 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708550 CENLAR OPTEUM P AND I FIXED -30 1 221708551 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708554 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708560 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708561 CENLAR OPTEUM P AND I FIXED -30 1 221708565 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708569 CENLAR OPTEUM P AND I FIXED -30 1 221708643 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708640 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221875159 CENLAR OPTEUM P AND I FIXED -30 1 221875161 CENLAR OPTEUM P AND I FIXED -30 1 221875163 CENLAR OPTEUM P AND I FIXED -30 1 221875168 CENLAR OPTEUM P AND I FIXED -30 1 221933457 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221875169 CENLAR OPTEUM P AND I FIXED -30 1 221875179 CENLAR OPTEUM P AND I FIXED -30 1 221875182 CENLAR OPTEUM P AND I FIXED -30 1 221875183 CENLAR OPTEUM P AND I FIXED -30 1 221708476 CENLAR OPTEUM P AND I FIXED -30 1 221708467 CENLAR OPTEUM P AND I FIXED -30 1 221708477 CENLAR OPTEUM P AND I FIXED -30 1 221708478 CENLAR OPTEUM P AND I FIXED -30 1 221708480 CENLAR OPTEUM P AND I FIXED -30 1 221708483 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708484 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708489 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708495 CENLAR OPTEUM P AND I FIXED -30 1 221933531 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221933541 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221933544 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707596 CENLAR OPTEUM P AND I FIXED -30 1 221707565 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707566 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707602 CENLAR OPTEUM P AND I FIXED -30 1 221707608 CENLAR OPTEUM P AND I FIXED -30 1 221707537 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707639 CENLAR OPTEUM P AND I FIXED -30 1 221707641 CENLAR OPTEUM P AND I FIXED -30 1 221707642 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707645 CENLAR OPTEUM P AND I FIXED -30 1 221707650 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707659 CENLAR OPTEUM P AND I FIXED BALLOON 50/30 1 221707665 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707667 CENLAR OPTEUM P AND I FIXED -30 1 221707671 CENLAR OPTEUM P AND I FIXED -30 1 221707673 CENLAR OPTEUM P AND I FIXED -30 1 221707678 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707679 CENLAR OPTEUM P AND I FIXED -30 1 221707680 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707686 CENLAR OPTEUM P AND I FIXED -30 1 221707688 CENLAR OPTEUM P AND I FIXED -15 1 221707689 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707697 CENLAR OPTEUM P AND I FIXED -30 1 221707699 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707706 CENLAR OPTEUM P AND I FIXED -30 1 221707711 CENLAR OPTEUM P AND I FIXED -30 1 221707714 CENLAR OPTEUM P AND I FIXED -30 1 221707715 CENLAR OPTEUM P AND I FIXED -30 1 221707723 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707724 CENLAR OPTEUM P AND I FIXED -30 1 221707728 CENLAR OPTEUM P AND I FIXED -30 1 221707744 CENLAR OPTEUM P AND I FIXED -30 1 221707751 CENLAR OPTEUM P AND I FIXED -30 1 221707755 CENLAR OPTEUM P AND I FIXED -30 1 221707798 CENLAR OPTEUM P AND I FIXED -15 1 221707811 CENLAR OPTEUM P AND I FIXED -30 1 221707815 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707821 CENLAR OPTEUM P AND I FIXED -30 1 221707824 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707543 CENLAR OPTEUM P AND I FIXED -30 1 221707831 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707836 CENLAR OPTEUM P AND I FIXED -30 1 221707837 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707857 CENLAR OPTEUM P AND I FIXED -30 1 221707859 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707874 CENLAR OPTEUM P AND I FIXED -30 1 221707876 CENLAR OPTEUM P AND I FIXED -30 1 221707879 CENLAR OPTEUM P AND I FIXED -30 1 221707887 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708187 CENLAR OPTEUM P AND I FIXED -30 1 221708191 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708193 CENLAR OPTEUM P AND I FIXED -30 1 221708209 CENLAR OPTEUM P AND I FIXED -30 1 221708212 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708214 CENLAR OPTEUM P AND I FIXED -30 1 221708220 CENLAR OPTEUM P AND I FIXED -30 1 221708224 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708229 CENLAR OPTEUM P AND I FIXED -30 1 221708239 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708246 CENLAR OPTEUM P AND I FIXED -30 1 221708250 CENLAR OPTEUM P AND I FIXED -30 1 221708252 CENLAR OPTEUM P AND I FIXED -30 1 221708262 CENLAR OPTEUM P AND I FIXED -30 1 221708263 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708266 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708268 CENLAR OPTEUM P AND I FIXED -30 1 221708270 CENLAR OPTEUM P AND I FIXED -30 1 221708278 CENLAR OPTEUM P AND I FIXED -30 1 221708279 CENLAR OPTEUM P AND I FIXED -30 1 221708284 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708287 CENLAR OPTEUM P AND I FIXED -30 1 221708293 CENLAR OPTEUM P AND I FIXED -30 1 221708294 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708297 CENLAR OPTEUM P AND I FIXED -30 1 221708309 CENLAR OPTEUM P AND I FIXED -30 1 221708312 CENLAR OPTEUM P AND I FIXED -30 1 221708313 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708315 CENLAR OPTEUM P AND I FIXED -30 1 221708316 CENLAR OPTEUM P AND I FIXED -15 1 221708317 CENLAR OPTEUM P AND I FIXED -30 1 221708320 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221708324 CENLAR OPTEUM P AND I FIXED -30 1 221708328 CENLAR OPTEUM P AND I FIXED -30 1 221708331 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708346 CENLAR OPTEUM P AND I FIXED -30 1 221708352 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708369 CENLAR OPTEUM P AND I FIXED -30 1 221707825 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708370 CENLAR OPTEUM P AND I FIXED -30 1 221708376 CENLAR OPTEUM P AND I FIXED -30 1 221707896 CENLAR OPTEUM P AND I FIXED -15 1 221707901 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707903 CENLAR OPTEUM P AND I FIXED -15 1 221707623 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707905 CENLAR OPTEUM P AND I FIXED -30 1 221707912 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707925 CENLAR OPTEUM P AND I FIXED -15 1 221707935 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707939 CENLAR OPTEUM P AND I FIXED -30 1 221707944 CENLAR OPTEUM P AND I FIXED -30 1 221707947 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707960 CENLAR OPTEUM P AND I FIXED -30 1 221707964 CENLAR OPTEUM P AND I FIXED -30 1 221707969 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221707970 CENLAR OPTEUM P AND I FIXED -30 1 221707974 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221707975 CENLAR OPTEUM P AND I FIXED BALLOON 50/30 1 221707981 CENLAR OPTEUM P AND I FIXED -30 1 221707982 CENLAR OPTEUM P AND I FIXED -30 1 221707989 CENLAR OPTEUM P AND I FIXED -30 1 221707992 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221707999 CENLAR OPTEUM P AND I FIXED -30 1 221708004 CENLAR OPTEUM P AND I FIXED -30 1 221708007 CENLAR OPTEUM P AND I FIXED -30 1 221708009 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708027 CENLAR OPTEUM P AND I FIXED -30 1 221708031 CENLAR OPTEUM P AND I FIXED -30 1 221708041 CENLAR OPTEUM P AND I FIXED -30 1 221708042 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708045 CENLAR OPTEUM P AND I FIXED -30 1 221708049 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708050 CENLAR OPTEUM P AND I FIXED -30 1 221708051 CENLAR OPTEUM P AND I FIXED -30 1 221708055 CENLAR OPTEUM P AND I FIXED -30 1 221708060 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708064 CENLAR OPTEUM P AND I FIXED -30 1 221708066 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708071 CENLAR OPTEUM P AND I FIXED -30 1 221708080 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708084 CENLAR OPTEUM P AND I FIXED -30 1 221708089 CENLAR OPTEUM P AND I FIXED -30 1 221708100 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708102 CENLAR OPTEUM P AND I FIXED -30 1 221708103 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221708160 CENLAR OPTEUM P AND I FIXED BALLOON 50/30 1 221708165 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708170 CENLAR OPTEUM P AND I FIXED -30 1 221708172 CENLAR OPTEUM P AND I FIXED -30 1 221708174 CENLAR OPTEUM P AND I FIXED -30 1 221708177 CENLAR OPTEUM INTEREST ONLY FIXED -30 IO 1 221708180 CENLAR OPTEUM P AND I FIXED -30 1 221739343 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739351 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221739358 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221739368 CENLAR OPTEUM P AND I FIXED -30 1 221739372 CENLAR OPTEUM P AND I FIXED -30 1 221739373 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 221874551 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874562 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874569 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874572 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874574 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874577 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874578 CENLAR OPTEUM P AND I FIXED BALLOON 40/30 1 221874582 CENLAR OPTEUM P AND I FIXED -30 1 221874586 CENLAR OPTEUM P AND I FIXED -30 1 221874591 CENLAR OPTEUM P AND I FIXED -30 1 221874592 CENLAR OPTEUM P AND I FIXED -30 1 221874596 CENLAR OPTEUM P AND I FIXED -30 1 221874599 CENLAR OPTEUM P AND I FIXED -30 1 221874601 CENLAR OPTEUM P AND I FIXED -30 1 221874605 CENLAR OPTEUM P AND I FIXED -30 1 221874616 CENLAR OPTEUM P AND I FIXED -30 1 221874622 CENLAR OPTEUM P AND I FIXED -30 1 221874626 CENLAR OPTEUM P AND I FIXED -30 1 221874628 CENLAR OPTEUM P AND I FIXED -30 1 221874631 CENLAR OPTEUM P AND I FIXED -30 1 221874638 CENLAR OPTEUM P AND I FIXED -30 1 221874640 CENLAR OPTEUM P AND I FIXED -30 1 221874642 CENLAR OPTEUM P AND I FIXED -30 1 221874643 CENLAR OPTEUM P AND I FIXED -30 1 221874645 CENLAR OPTEUM P AND I FIXED -30 1 221874655 CENLAR OPTEUM P AND I FIXED -30 1 221874676 CENLAR OPTEUM P AND I FIXED -30 1 221874685 CENLAR OPTEUM P AND I FIXED -30 1 221874693 CENLAR OPTEUM P AND I FIXED -30 1 221874695 CENLAR OPTEUM P AND I FIXED -30 1 221874697 CENLAR OPTEUM P AND I FIXED -30 1 221874699 CENLAR OPTEUM P AND I FIXED -30 1 221874703 CENLAR OPTEUM P AND I FIXED -30 1 221874714 CENLAR OPTEUM INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -00 XX 0 000000000 XXXXXX XXXXXX INTEREST ONLY FIXED -30 IO 1 lmsid secmtgcd frstmtgbal secmtgbal modified grade sec32 fico ---------------------------------------------------------------------------------------------------------------------------- 221707757 N 0 0 648 221707759 N 0 0 809 221874732 N 0 0 677 221874734 Y 0 58000 689 221874739 Y 0 106000 783 221874745 N 0 0 655 221874749 Y 0 32200.46466 661 221874751 Y 0 59801.19531 683 221874754 Y 0 50000 633 221874758 Y 0 61706 661 221874759 Y 0 85000 656 221874766 N 0 0 631 221874769 N 0 0 728 221874770 Y 0 46950.6605 701 221874773 Y 0 41949.624 644 221874777 N 0 0 642 221874778 N 0 0 635 221874780 Y 0 83098.4932 679 221874782 Y 0 68448.64 703 221874795 Y 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221874906 N 0 0 749 221874907 Y 0 85000 661 221874911 N 0 0 721 221874920 Y 0 33000.602 688 221874921 Y 0 129000 659 221739070 N 0 0 667 221739072 Y 0 52400 679 221739079 Y 0 24999.84 710 221739080 Y 0 33200 661 221739086 Y 0 35098.97 782 221874927 Y 0 80400 697 221874933 Y 0 125800 639 221874936 Y 0 155349.9268 648 221874940 Y 0 132000 647 221874942 Y 0 99950 756 221739090 Y 0 50000 743 221739100 Y 0 91000 667 221739101 Y 0 64200 728 221739102 Y 0 24999.96 650 221707796 Y 0 54726.15 701 221874950 N 0 0 655 221874952 Y 0 43002.1 659 221708536 N 0 0 749 221874954 Y 0 121000 702 221739105 N 0 0 758 221739109 N 0 0 741 221739110 N 0 0 717 221739113 N 0 0 641 221739115 Y 0 41000 687 221874955 Y 0 64000 625 221708144 N 0 0 747 221708106 N 0 0 684 221708107 N 0 0 812 221708114 Y 0 115000 713 221739117 N 0 0 623 221739123 Y 0 45000.24 662 221739126 Y 0 65800 641 221739127 Y 0 71000 657 221739133 N 0 0 667 221708117 N 0 0 775 221708118 N 0 0 775 221708122 N 0 0 774 221708128 Y 0 70998.4 725 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0 688 221933573 Y 0 140000 654 221933574 Y 0 71601.45225 725 221933579 Y 0 156000 626 221933625 N 0 0 792 221708488 Y 0 54000 693 221933521 N 0 0 765 221933523 N 0 0 640 221933525 N 0 0 727 221875032 Y 0 94000 748 221875041 N 0 0 656 221875045 Y 0 122000 658 221875046 Y 0 43200 660 221933628 Y 0 25000 784 221933634 Y 0 25000.3305 739 221933462 N 0 0 656 221933465 Y 0 74000 692 221875049 Y 0 89399.5076 681 221875052 Y 0 79200 628 221875059 Y 0 59000 661 221875078 N 0 0 681 221933532 Y 0 52000.94 701 221933538 N 0 0 665 221933542 N 0 0 641 221933551 Y 0 26250 698 221933487 N 0 0 736 221933503 N 0 0 726 221933504 N 0 0 806 221933509 Y 0 57000 656 221707730 N 0 0 764 221707731 N 0 0 739 221707561 Y 0 130000 684 221707563 N 0 0 680 221933510 Y 0 91800 671 221933511 Y 0 178000 704 221933513 Y 0 97050 722 221933515 Y 0 88000 643 221707736 N 0 0 780 221707738 N 0 0 640 221707536 N 0 0 724 221707551 N 0 0 792 221707533 N 0 0 664 221707538 Y 0 73151.1046 679 221707573 Y 0 88000 755 221707577 Y 0 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221707708 Y 0 31776 705 221708213 Y 0 80543 654 221708216 N 0 0 745 221708267 Y 0 36834 778 221708223 N 0 0 799 221708225 Y 0 32498.3 673 221707709 Y 0 29000 716 221707713 N 0 0 752 221707716 Y 0 59850.072 765 221707718 N 0 0 638 221707721 N 0 0 622 221708227 N 0 0 717 221708231 Y 0 43500 715 221708232 N 0 0 670 221708235 Y 0 66000 742 221708237 N 0 0 727 221707722 N 0 0 654 221707725 Y 0 48000 703 221707729 N 0 0 731 221707734 N 0 0 754 221707737 Y 0 74400 741 221708245 Y 0 71449.978 635 221708251 Y 0 57190 780 221708254 N 0 0 664 221708256 Y 0 57600 644 221507908 Y 0 122000 737 221708073 Y 0 56500 703 221708075 Y 0 39000 664 221708076 N 0 0 674 221708081 N 0 0 745 221708090 N 0 0 717 221707739 N 0 0 789 221707741 Y 0 36493.28702 728 221707743 N 0 0 771 221707745 Y 0 47540 706 221707753 N 0 0 776 221708091 N 0 0 798 221708092 N 0 0 722 221707841 N 0 0 632 221707855 Y 0 101000 770 221708101 N 0 0 701 221708148 Y 0 46144 671 221708152 Y 0 29503.4 724 221708157 Y 0 82501.13914 658 221708158 N 0 0 722 221875103 N 0 0 783 221875217 Y 0 44000 734 221707761 Y 0 32450.2773 755 221707764 Y 0 43000 712 221875221 Y 0 103000 742 221707800 Y 0 46980 711 221707803 Y 0 39000 649 221707807 Y 0 35110 724 221707809 Y 0 66261 737 221708161 N 0 0 744 221708175 Y 0 24600 655 221739337 Y 0 25500.35 655 221739339 Y 0 75200 667 221707810 Y 0 50200 779 221707812 Y 0 77301.341 721 221707816 Y 0 44999 779 221707818 Y 0 39950 692 221707823 N 0 0 648 221739344 Y 0 32500.96 678 221739347 Y 0 84800 656 221739360 Y 0 38001.92 691 221707858 Y 0 75588 791 221707861 Y 0 25900 691 221875226 Y 0 34000.12 790 221875229 Y 0 46199.18 784 221933395 Y 0 60000 655 221933455 N 0 0 755 221707867 Y 0 44600 622 221707868 Y 0 24999.635 632 221739362 N 0 0 691 221739363 Y 0 100000 706 221739369 N 0 0 654 221933648 N 0 0 765 221933658 Y 0 55099.11203 728 221933669 Y 0 25000.2968 663 221739134 N 0 0 706 221739140 Y 0 85645.72 677 221739370 Y 0 77000 628 221739371 Y 0 81000 655 221707869 N 0 0 746 221707878 Y 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221707907 Y 0 59301.4563 723 221707913 N 0 0 706 221707915 N 0 0 684 221875140 Y 0 36000 629 221875143 N 0 0 647 221875146 N 0 0 766 221875151 Y 0 17950 708 221875158 N 0 0 734 221875170 N 0 0 725 221875172 N 0 0 731 221875173 N 0 0 731 221707923 Y 0 25000 674 221707932 N 0 0 680 221707936 Y 0 37851.7456 743 221707938 Y 0 108000 698 221707940 Y 0 18700.3295 742 221875174 N 0 0 693 221875180 Y 0 49000 744 221875194 Y 0 54200 673 221875208 Y 0 175800 691 221707945 Y 0 68000 724 221707948 Y 0 26390 757 221707952 Y 0 43180 730 221707953 N 0 0 730 221707959 Y 0 80271 701 221875213 N 0 0 800 221875214 Y 0 90000 625 221875215 Y 0 49473.5 701 221875224 Y 0 66500 665 221875230 Y 0 41700 754 221707971 Y 0 107000 703 221707973 N 0 0 676 221707976 N 0 0 673 221707977 N 0 0 672 221875231 N 0 0 714 221538272 N 0 0 655 221874545 N 0 0 776 221874546 N 0 0 668 221933433 N 0 0 684 221707978 Y 0 69000 741 221707984 N 0 0 694 221708186 Y 0 64000 641 221708194 Y 0 29540 655 221708198 Y 0 58000 620 221933438 Y 0 50000 728 221933442 Y 0 25000 694 221874657 Y 0 27400 623 221874660 Y 0 25000 657 221874661 N 0 0 737 221739161 N 0 0 698 221739162 Y 0 103800 730 221739169 N 0 0 656 221739171 Y 0 151000 677 221739181 N 0 0 732 221874670 N 0 0 748 221874674 N 0 0 634 221874682 N 0 0 690 221874687 Y 0 85551.861 746 221874689 N 0 0 634 221708202 N 0 0 642 221708203 Y 0 51499.0844 712 221708207 N 0 0 671 221708208 N 0 0 745 221874691 N 0 0 759 221874694 N 0 0 664 221874698 Y 0 77000 657 221874700 N 0 0 726 221874701 Y 0 42151.1614 638 221708217 Y 0 86000 685 221708228 Y 0 24999.62668 740 221708243 Y 0 79000 792 221708247 Y 0 35753 720 221708248 N 0 0 645 221874708 Y 0 131600 733 221874711 Y 0 49200 690 221874712 Y 0 37548.3754 754 221874713 Y 0 91000 783 221874715 Y 0 92000 653 221874716 Y 0 63950.4028 706 221874719 Y 0 119900.1 759 221874727 N 0 0 676 221708253 N 0 0 768 221708255 Y 0 60750 720 221708260 N 0 0 739 221708261 Y 0 46891.45 624 221708264 N 0 0 700 221708269 N 0 0 728 221708282 Y 0 58998 780 221708283 Y 0 157600 797 221708286 Y 0 130800 640 221708295 Y 0 72098.35 647 221739184 N 0 0 640 221739185 Y 0 75000 801 221739189 Y 0 43100 659 221739196 Y 0 82000 633 221739197 Y 0 73600 660 221708296 N 0 0 663 221708299 N 0 0 645 221708302 N 0 0 631 221708304 Y 0 27300 697 221708306 N 0 0 647 221708307 N 0 0 681 221708311 Y 0 65000 694 221708321 Y 0 66500 644 221708323 N 0 0 694 221708327 N 0 0 662 221708332 N 0 0 680 221708342 Y 0 61699.8963 680 221708344 N 0 0 705 221708348 Y 0 139590.7504 737 221708354 N 0 0 730 221708356 Y 0 30950.22 793 221708357 Y 0 79999.96904 632 221708359 Y 0 51539 806 221708362 Y 0 31749.58 718 221708364 N 0 0 785 221708368 N 0 0 656 221739198 Y 0 70000 637 221739205 Y 0 132000 776 221739209 Y 0 53300 640 221739211 N 0 0 634 221739213 N 0 0 661 221708373 Y 0 91800 763 221708374 Y 0 31050 664 221708375 Y 0 55500 719 221708377 N 0 0 676 221708380 N 0 0 622 221708388 N 0 0 745 221708393 N 0 0 708 221708403 Y 0 84703 661 221708407 N 0 0 673 221708418 N 0 0 652 221708422 Y 0 65195 724 221708429 Y 0 136869 685 221708430 Y 0 103000 758 221708435 Y 0 50780 711 221739221 N 0 0 730 221739230 N 0 0 720 221739235 Y 0 126000 753 221739243 Y 0 35998 671 221739249 N 0 0 682 221708436 N 0 0 632 221708438 Y 0 32000 649 221708441 N 0 0 764 221708447 N 0 0 755 221708450 Y 0 49050 631 221739254 Y 0 154500 732 221739257 Y 0 169375 674 221739261 Y 0 28350 735 221739266 N 0 0 654 221708452 N 0 0 787 221708458 N 0 0 630 221708459 N 0 0 698 221707986 Y 0 59000 623 221707987 N 0 0 671 221707988 N 0 0 662 221708000 N 0 0 660 221708001 Y 0 25000 752 221708002 N 0 0 734 221708003 N 0 0 682 221708005 Y 0 82048 688 221708010 Y 0 49000 692 221708014 Y 0 46000.57444 712 221708028 N 0 0 681 221708035 Y 0 34700 715 221739279 Y 0 35500 692 221739290 Y 0 68900 663 221739304 Y 0 65149.2 664 221739305 Y 0 97396.95 730 221739306 Y 0 21750 671 221708061 N 0 0 666 221708069 Y 0 25000.8 667 221708072 Y 0 102099.1568 673 221708074 N 0 0 652 221708077 Y 0 41625 697 221739307 N 0 0 809 221739308 Y 0 135001.75 739 221739309 N 0 0 646 221739311 N 0 0 655 221739312 Y 0 48299.43 675 221708082 Y 0 59000 672 221708083 N 0 0 0 221708086 Y 0 27093.8 770 221708087 Y 0 44605 727 221708088 N 0 0 758 221739315 Y 0 32250 734 221739317 N 0 0 645 221739326 Y 0 44050.75 672 221739327 N 0 0 699 221739329 Y 0 49400.47 754 221739334 Y 0 46000 638 221739336 Y 0 70352.32 754 221933672 N 0 0 669 221933678 Y 0 58150.9299 644 221933679 Y 0 64400 662 221708094 Y 0 89000 659 221708096 N 0 0 646 221708098 N 0 0 628 221708104 N 0 0 768 221933686 Y 0 66999.8012 700 221933697 Y 0 27190.5 696 221933707 Y 0 79000 791 221933729 Y 0 49800 726 221708146 Y 0 89949.27275 635 221708164 Y 0 52390 800 221708166 Y 0 68850 681 221708168 N 0 0 727 221708169 N 0 0 681 221933742 Y 0 45400 672 221933745 Y 0 52800 766 221933757 Y 0 78251.5205 789 221933759 N 0 0 751 221708171 Y 0 13000 676 221708178 Y 0 36000 736 221708184 Y 0 29064.85 624 221739338 N 0 0 692 221739340 Y 0 54352.31 760 221933763 Y 0 67399.1838 641 221933766 Y 0 70000 750 221933776 Y 0 41899.248 712 221933784 Y 0 70000 668 221739341 Y 0 57000 727 221739352 N 0 0 644 221739355 Y 0 37500 635 221739357 Y 0 69000 724 221739364 N 0 0 659 221739365 Y 0 66251.54 721 221739367 Y 0 72000 625 221874549 N 0 0 639 221874553 Y 0 39750 634 221874555 Y 0 78000 698 221874556 N 0 0 666 221874567 Y 0 97000 703 221874568 Y 0 133600 742 221874571 N 0 0 670 221874573 Y 0 33140 672 221874580 Y 0 21060 743 221874581 Y 0 25449.72899 687 221874588 N 0 0 663 221874594 Y 0 88251.7798 698 221874598 Y 0 57950.8048 655 221874603 N 0 0 770 221874604 Y 0 25000 748 221933799 Y 0 107000 647 221707765 N 0 0 636 221707769 Y 0 72500 664 221707772 N 0 0 734 221707775 Y 0 98825 737 221874608 Y 0 28980 788 221874609 Y 0 25600.5 693 221874611 Y 0 25000.08 629 221874613 Y 0 38349.3072 660 221874617 N 0 0 746 221874627 Y 0 69180 727 221874632 N 0 0 748 221874637 N 0 0 646 221874639 N 0 0 657 221874648 N 0 0 649 221874651 Y 0 33000 647 221874653 N 0 0 635 221707781 Y 0 80000 794 221707788 N 0 0 635 221707794 Y 0 61000 694 221707795 N 0 0 712 221708109 Y 0 88600 648 221874656 N 0 0 650 221874659 N 0 0 789 221874664 Y 0 26001.1 653 221874665 Y 0 52500 654 221708112 Y 0 41200 730 221708120 N 0 0 707 221708134 N 0 0 806 221708141 Y 0 40200 747 221874666 N 0 0 682 221874667 N 0 0 634 221874677 Y 0 79800 667 221874678 Y 0 68000 663 221708469 Y 0 25000 761 221708490 Y 0 33500 686 221708499 N 0 0 658 221708505 Y 0 42665 727 221708506 Y 0 64000 701 221874684 Y 0 28180 683 221874686 N 0 0 689 221874688 Y 0 43549.883 679 221708508 N 0 0 693 221708510 Y 0 33850.1089 737 221708512 N 0 0 687 221708516 Y 0 49500 637 221708518 Y 0 91600 750 221708525 N 0 0 704 221708527 N 0 0 800 221708530 N 0 0 708 221708531 N 0 0 739 221874885 N 0 0 693 221874888 Y 0 25000 714 221874889 Y 0 25000 625 221874892 Y 0 33000 726 221874896 Y 0 29999.2 669 221708535 Y 0 60842.35 736 221708539 Y 0 36376.37704 796 221708540 N 0 0 641 221708548 Y 0 28436.5 737 221874898 Y 0 61000 673 221874902 Y 0 110000 683 221874905 Y 0 53800 676 221874913 N 0 0 688 221874917 Y 0 34800 638 221708552 Y 0 47550 777 221708563 N 0 0 654 221708566 N 0 0 724 221708568 N 0 0 623 221708570 Y 0 82000 679 221874918 N 0 0 686 221874924 Y 0 70000 685 221874929 N 0 0 635 221874931 Y 0 66350.2075 635 221874934 Y 0 50200 685 221708578 Y 0 90000 654 221708582 N 0 0 691 221708585 N 0 0 707 221708587 Y 0 132700.1846 728 221708592 Y 0 22930 709 221707909 N 0 0 626 221708371 N 0 0 734 221707546 N 0 0 620 221707550 N 0 0 809 221707557 Y 0 88000 635 221708603 Y 0 103781 689 221708605 Y 0 48200 670 221708606 N 0 0 704 221708608 Y 0 82000 646 221707558 N 0 0 782 221707609 N 0 0 763 221707622 Y 0 30000 686 221707572 N 0 0 620 221707574 Y 0 109000 636 221708620 Y 0 36349.51375 704 221708626 Y 0 59800 650 221708631 Y 0 37913 682 221708634 N 0 0 784 221738987 N 0 0 645 221707579 N 0 0 683 221707585 Y 0 46476 705 221707601 Y 0 63400 622 221707597 Y 0 16169.915 739 221933567 Y 0 104000 633 221738988 N 0 0 665 221933458 Y 0 59000 757 221874680 Y 0 37649.81809 682 221874681 Y 0 31127.21825 684 221874683 N 0 0 645 221933571 N 0 0 663 221933572 Y 0 57400 807 221933578 Y 0 132000 653 221708636 N 0 0 794 221874692 N 0 0 671 221933514 N 0 0 658 221933517 N 0 0 722 221933518 Y 0 102000 645 221933519 Y 0 128000 652 221933530 Y 0 95000 637 221933533 N 0 0 800 221933543 Y 0 118000 622 221933570 Y 0 98000 808 221933575 Y 0 70000 706 221933584 Y 0 32000 657 221933585 Y 0 54000 646 221933632 Y 0 24999.8412 720 221933633 Y 0 30750.902 748 221933637 Y 0 31999.5 791 221933629 Y 0 40201.1328 647 221933630 Y 0 149403.231 667 221933477 Y 0 47356 775 221933478 N 0 0 621 221707532 Y 0 45000 752 221707539 N 0 0 689 221707542 Y 0 72701.5 704 221707544 Y 0 53400 738 221933485 Y 0 25000 755 221933499 Y 0 55849.68632 674 221933516 Y 0 91800 648 221507527 N 0 0 692 221707545 N 0 0 787 221707549 Y 0 62250 760 221707552 N 0 0 765 221707555 N 0 0 629 221707556 N 0 0 704 221707559 N 0 0 666 221707560 Y 0 60310 683 221707562 N 0 0 745 221707567 N 0 0 749 221707570 Y 0 43900 739 221707575 N 0 0 698 221707576 N 0 0 648 221707581 Y 0 30651.3888 716 221707584 Y 0 88000 706 221707587 Y 0 51400 662 221707534 Y 0 99200 763 221875188 Y 0 61200 709 221875190 N 0 0 674 221875197 Y 0 5140 732 221875204 Y 0 54750 780 221707590 N 0 0 641 221707591 Y 0 69000 797 221707592 N 0 0 759 221707593 Y 0 100000.0782 726 221707600 N 0 0 672 221707605 Y 0 75000.001 787 221707614 Y 0 82000 622 221707618 N 0 0 740 221707619 Y 0 40150.96945 682 221707626 N 0 0 780 221707634 Y 0 25000 622 221707651 Y 0 94500 751 221707658 N 0 0 691 221707662 N 0 0 627 221875206 Y 0 64000 766 221875209 Y 0 54875 624 221875211 Y 0 108002 695 221875219 Y 0 280000 709 221707663 Y 0 19798.5 788 221707666 Y 0 66450 621 221707668 Y 0 60800.23475 688 221707672 N 0 0 744 221707675 Y 0 91352 717 221707677 Y 0 33618 690 221707690 N 0 0 657 221707694 Y 0 36200 648 221707698 Y 0 95000 681 221707702 N 0 0 741 221707704 N 0 0 592 221707707 Y 0 32625 803 221707710 Y 0 56000 677 221707717 Y 0 78000 682 221707726 N 0 0 732 221707727 Y 0 45000 709 221707735 N 0 0 665 221707740 N 0 0 721 221707747 N 0 0 686 221707799 N 0 0 755 221707801 N 0 0 812 221707804 N 0 0 769 221707805 Y 0 29250 672 221707808 N 0 0 767 221707813 Y 0 58800 659 221707817 Y 0 31000 631 221707832 N 0 0 777 221707839 Y 0 47000 689 221707842 Y 0 66773 692 221707846 N 0 0 697 221707852 Y 0 94895.5 754 221707860 N 0 0 717 221707864 N 0 0 627 221707870 Y 0 57501.8 774 221707871 Y 0 53598 729 221707875 Y 0 28240 673 221707877 N 0 0 738 221707884 Y 0 76000 641 221707889 N 0 0 725 221707897 Y 0 53150.1165 760 221707899 Y 0 36948 726 221707904 Y 0 125000 683 221707917 Y 0 91000 679 221707920 Y 0 57659 694 221707928 Y 0 90173 758 221707929 Y 0 39137.69968 627 221707930 N 0 0 631 221707934 N 0 0 732 221707941 N 0 0 728 221707943 N 0 0 798 221707946 Y 0 98700 677 221707950 Y 0 36317 770 221707954 N 0 0 650 221707955 Y 0 27900 801 221707956 Y 0 29549.7261 633 221707961 Y 0 51729 690 221707962 N 0 0 621 221707965 N 0 0 731 221707967 N 0 0 644 221707968 Y 0 61000 707 221875222 Y 0 59000 712 221875228 Y 0 30001.12 678 221875232 Y 0 40000 770 221708615 Y 0 51870 732 221707972 Y 0 84000 723 221707979 N 0 0 636 221707980 Y 0 55350.52792 711 221707983 Y 0 34741 747 221707993 N 0 0 731 221707996 Y 0 51980 634 221708006 N 0 0 684 221708008 N 0 0 675 221708013 Y 0 17990 774 221708019 Y 0 44830 686 221708021 Y 0 66939 655 221708023 N 0 0 702 221708025 Y 0 104183 671 221708026 Y 0 109342 776 221708029 Y 0 127800 735 221708030 Y 0 128000 721 221708032 Y 0 28751.55 653 221708033 Y 0 58098.81915 760 221708034 Y 0 39200 777 221708037 Y 0 47600 677 221708038 N 0 0 662 221708039 Y 0 94000 664 221708040 Y 0 42999.57 710 221708043 Y 0 108309 756 221708047 Y 0 46500 698 221708052 N 0 0 620 221708053 Y 0 70980 715 221708054 Y 0 110065.9865 653 221708059 N 0 0 744 221708067 Y 0 65000 687 221708068 Y 0 35000 726 221708070 N 0 0 758 221708078 N 0 0 783 221708085 N 0 0 640 221708093 N 0 0 696 221708147 Y 0 58000 706 221708153 Y 0 58064 678 221708154 N 0 0 701 221708156 N 0 0 754 221708190 N 0 0 669 221708197 Y 0 64000 658 221708199 N 0 0 693 221708200 N 0 0 687 221708205 N 0 0 657 221708215 N 0 0 778 221708218 N 0 0 689 221708219 N 0 0 640 221708221 N 0 0 644 221708226 N 0 0 727 221708230 N 0 0 712 221708233 N 0 0 623 221708234 Y 0 52998 688 221708236 Y 0 25950 661 221708241 Y 0 88000 642 221708242 Y 0 62000 644 221708249 N 0 0 759 221708257 N 0 0 718 221708258 Y 0 85848.99826 630 221708259 N 0 0 687 221708271 N 0 0 725 221708274 N 0 0 745 221708275 Y 0 39000 632 221708281 Y 0 93398.036 684 221708291 N 0 0 658 221708292 N 0 0 791 221708301 Y 0 118000 662 221708305 Y 0 35174.7 633 221708314 Y 0 44700.0694 749 221708322 N 0 0 665 221708325 Y 0 58910 687 221708337 Y 0 82000 782 221708339 Y 0 35198 730 221708340 Y 0 30750 649 221708341 Y 0 86909 710 221708347 Y 0 61950.1029 680 221708351 N 0 0 715 221708361 Y 0 69682 664 221708378 N 0 0 670 221708379 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XXXXXX XX 000000000 / / Xxxxxx XXXXXX KY 221708451 / / Xxxxxxxx LOS ANGELES CA 221933576 / / Holtville IMPERIAL CA 221708573 / / San Xxxxx LOS ANGELES CA 221708574 / / Xxxxxx XXXXX XX 000000000 / / Lakeside (Unincorporated Area) SAN XXXXX CA 221708580 / / Riverside RIVERSIDE CA 221874990 / / Alsip XXXX IL 221875002 / / Xxxxxxxx XXXXXX GA 221875004 / / College Park XXXXXX GA 221875009 / / Xxxxxxx XXXXXX CA 221875013 / / Xxxxxx Valley RIVERSIDE CA 221708607 / / Atlanta XXXXXX GA 221708610 / / Xxxxxxxxx XXXXXXXXXXX XX 000000000 / / XXXX PALM BEACH PALM BEACH FL 221708623 / / XXXXXXXX XXXXX XXXXXXXX XXXXX XXXX XX 000000000 / / Upper Marlboro XXXXXX XXXXXXX MD 221708265 / / Xxxxxx Valley RIVERSIDE CA 221708562 / / Round Rock XXXXXXXXXX TX 221708564 / / San Xxxxxxx XXXXXXXXX CA 221708567 / / San Xxxxxxx XXXXX TX 221708571 / / Xxxxxxx XXXXXXXXXX CA 221708628 / / El Cajon SAN DIEGO CA 221708633 / / VINTON ROANOKE VA 221708642 / / Carolina Shores BRUNSWICK NC 221708644 / / Adelanto SAN BERNARDINO CA 221875016 / / Glendale LOS ANGELES CA 221875023 / / Northridge LOS ANGELES CA 221875027 / / Riverside RIVERSIDE CA 221875030 / / Phoenix MARICOPA AZ 221708650 / / Jacksonville DUVAL FL 221933522 / / Lancaster LOS ANGELES CA 221933534 / / Victorville SAN BERNARDINO CA 221933535 / / Victorville SAN BERNARDINO CA 221933582 / / Apple Valley SAN BERNARDINO CA 221933587 / / La Mesa SAN DIEGO CA 221933626 / / Little Elm DENTON TX 221933631 / / Lancaster LOS ANGELES CA 221933536 / / Burbank LOS ANGELES CA 221933539 / / Phoenix MARICOPA AZ 221933540 / / Riverside Area RIVERSIDE CA 221933545 / / Tehachapi KERN CA 221933638 / / Fontana SAN BERNARDINO CA 221708559 / / Cliffwood MONMOUTH NJ 221708473 / / Buford GWINNETT GA 221707603 / / Maricopa PINAL AZ 221707607 / / Londonderry ROCKINGHAM NH 221933552 / / Fountain Valley ORANGE CA 221933553 / / Santa Maria SANTA BARBARA CA 221933559 / / Salton City IMPERIAL CA 221933564 / / Antioch CONTRA COSTA CA 221707620 / / Attleboro BRISTOL MA 221708468 / / Alpharetta FULTON GA 221708475 / / PLEASANTON ALAMEDA CA 221708479 / / SHERWOOD WASHINGTON OR 221708486 / / Queen Creek PINAL AZ 221933573 / / San Diego SAN DIEGO CA 221933574 / / Brawley IMPERIAL CA 221933579 / / CHULA VISTA SAN DIEGO CA 221933625 / / Oceanside SAN DIEGO CA 221708488 / / Upper Moreland Township MONTGOMERY PA 221933521 / / Crescent City DEL NORTE CA 221933523 / / Lakeside SAN DIEGO CA 221933525 / / Moreno Valley RIVERSIDE CA 221875032 / / Mira Loma RIVERSIDE CA 221875041 / / Oakland ALAMEDA CA 221875045 / / San Jose SANTA CLARA CA 221875046 / / Apple Valley SAN BERNARDINO CA 221933628 / / Lakeland POLK FL 221933634 / / Forney KAUFMAN TX 221933462 / / Mount Pleasant CHARLESTON SC 221933465 / / Loxahatchee PALM BEACH FL 221875049 / / Romoland RIVERSIDE CA 221875052 / / Menifee RIVERSIDE CA 221875059 / / Chandler MARICOPA AZ 221875078 / / Portage PORTER IN 221933532 / / Colorado Springs EL PASO CO 221933538 / / Huntington Park LOS ANGELES CA 221933542 / / Lake Havasu City MOHAVE AZ 221933551 / / Bolivar POLK MO 221933487 / / Union City FULTON GA 221933503 / / Marietta COBB GA 221933504 / / Sarasota SARASOTA FL 221933509 / / Simi Valley VENTURA CA 221707730 / / Norwalk LOS ANGELES CA 221707731 / / Las Vegas CLARK NV 221707561 / / ORLANDO ORANGE FL 221707563 / / SAN FRANCISCO SAN FRANCISCO CA 221933510 / / Santa Maria SANTA BARBARA CA 221933511 / / Los Angeles LOS ANGELES CA 221933513 / / Inglewood LOS ANGELES CA 221933515 / / Moreno Valley RIVERSIDE CA 221707736 / / RANCHO CUCAMONGA SAN BERNARDINO CA 221707738 / / REDLANDS SAN BERNARDINO CA 221707536 / / LONG BEACH LOS ANGELES CA 221707551 / / CANYON LAKE RIVERSIDE CA 221707533 / / Katy FORT BEND TX 221707538 / / Palmdale LOS ANGELES CA 221707573 / / Lynwood LOS ANGELES CA 221707577 / / San Jose SANTA CLARA CA 221707578 / / Springfield HAMPDEN MA 221707748 / / Cedar Park WILLIAMSON TX 221707749 / / Kissimmee OSCEOLA FL 221707750 / / Prospect Park PASSAIC NJ 221707752 / / Moraga CONTRA COSTA CA 221707806 / / Myrtle Beach HORRY SC 221707583 / / NEW BERN CRAVEN NC 221707586 / / Antioch DAVIDSON TN 221707588 / / Forney KAUFMAN TX 221707595 / / Fort Lauderdale BROWARD FL 221707599 / / Linden UNION NJ 221707814 / / Nashville DAVIDSON TN 221707820 / / Jacksonville DUVAL FL 221707822 / / FULLERTON ORANGE CA 221707828 / / RANCHO SANTA MARGARITA ORANGE CA 221707830 / / Tucson PIMA AZ 221707604 / / West Chicago DU PAGE IL 221707606 / / Phoenix MARICOPA AZ 221707612 / / Fairfield SOLANO CA 221707615 / / Dallas DALLAS TX 221707616 / / Fort Myers LEE FL 221707617 / / Eighty Four WASHINGTON PA 221707621 / / Thornton ADAMS CO 221707624 / / San Bernardino SAN BERNARDINO CA 221707628 / / MURFREESBORO RUTHERFORD TN 221707553 / / Reedley FRESNO CA 221707554 / / APPLE VALLEY SAN BERNARDINO CA 221707742 / / Aurora ARAPAHOE CO 221707746 / / Brighton ADAMS CO 221875080 / / North Port SARASOTA FL 221875082 / / Perris RIVERSIDE CA 221875085 / / Lithonia DEKALB GA 221875087 / / Irvington ESSEX NJ 221707631 / / Chillicothe PEORIA IL 221707635 / / Jonesboro CLAYTON GA 221707636 / / Quail Valley RIVERSIDE CA 221707638 / / WRIGHTWOOD SAN BERNARDINO CA 221707568 / / Fort Myers LEE FL 221707569 / / Sparta HANCOCK GA 221707571 / / LOS ANGELES LOS ANGELES CA 221707580 / / Brooklyn KINGS NY 221707589 / / Woodstock CHEROKEE GA 221707627 / / Moberly RANDOLPH MO 221707625 / / Kent KING WA 221707630 / / Broomfield BROOMFIELD CO 221707640 / / Queen Creek PINAL AZ 221707643 / / Louisiana PIKE MO 221707646 / / Kaysville DAVIS UT 221707647 / / FAIRVIEW MULTNOMAH OR 221707648 / / Carol Stream DU PAGE IL 221707652 / / St. Augustine SAINT JOHNS FL 221707655 / / OAK ISLAND BRUNSWICK NC 221707644 / / Bakersfield KERN CA 221707653 / / Laveen MARICOPA AZ 221707656 / / San Antonio BEXAR TX 221707657 / / CORONA RIVERSIDE CA 221707687 / / Moreno Valley RIVERSIDE CA 221707660 / / Saginaw SAGINAW MI 221707670 / / Chapin LEXINGTON SC 221707674 / / LOS ANGELES LOS ANGELES CA 221707681 / / Moberly RANDOLPH MO 221707712 / / North Fort Myers LEE FL 221707719 / / Lincoln PROVIDENCE RI 221707732 / / Danvers ESSEX MA 221707733 / / Las Vegas CLARK NV 221708185 / / Tacoma PIERCE WA 221707682 / / Peoria MARICOPA AZ 221707683 / / WOODSTOCK HOWARD MD 221707684 / / CATHEDRAL CITY RIVERSIDE CA 221707691 / / Newburyport ESSEX MA 221707693 / / New Port Richey PASCO FL 221933556 / / Murrieta RIVERSIDE CA 221708188 / / Wilmington Area LOS ANGELES CA 221708546 / / Mesquite DALLAS TX 221708542 / / North Hills LOS ANGELES CA 221708557 / / Fort Worth TARRANT TX 221875089 / / East Orange ESSEX NJ 221875090 / / Gurnee LAKE IL 221875098 / / Chicago COOK IL 221875102 / / Oakdale STANISLAUS CA 221708558 / / Corona RIVERSIDE CA 221708192 / / PORT SAINT LUCIE SAINT LUCIE FL 221708204 / / RANCHO SANTA MARGARITA ORANGE CA 221708206 / / Detroit WAYNE MI 221708211 / / Daytona Beach VOLUSIA FL 221707695 / / San Antonio BEXAR TX 221707701 / / Fair Oaks Ranch KENDALL TX 221707703 / / Rialto SAN BERNARDINO CA 221707705 / / CHANDLER MARICOPA AZ 221707708 / / Buda HAYS TX 221708213 / / San Jacinto RIVERSIDE CA 221708216 / / Shelton FAIRFIELD CT 221708267 / / Albuquerque BERNALILLO NM 221708223 / / MIAMI MIAMI-DADE FL 221708225 / / LOS ANGELES LOS ANGELES CA 221707709 / / Gainesville HALL GA 221707713 / / Phoenix MARICOPA AZ 221707716 / / North Las Vegas CLARK NV 221707718 / / Township of Mount Laurel BURLINGTON NJ 221707721 / / Brockton PLYMOUTH MA 221708227 / / CHINO SAN BERNARDINO CA 221708231 / / CHINO SAN BERNARDINO CA 221708232 / / Brackenridge ALLEGHENY PA 221708235 / / Los Banos MERCED CA 221708237 / / VANCOUVER CLARK WA 221707722 / / San Diego SAN DIEGO CA 221707725 / / Lexington LEXINGTON SC 221707729 / / HAWTHORNE LOS ANGELES CA 221707734 / / Bloomfield ESSEX NJ 221707737 / / Fontana SAN BERNARDINO CA 221708245 / / Laveen MARICOPA AZ 221708251 / / Greenwood Village ARAPAHOE CO 221708254 / / STOCKTON SAN JOAQUIN CA 221708256 / / MONROE UNION NC 221507908 / / SAUSALITO MARIN CA 221708073 / / San Diego SAN DIEGO CA 221708075 / / PORT RICHEY PASCO FL 221708076 / / St. Petersburg PINELLAS FL 221708081 / / Las Vegas CLARK NV 221708090 / / Compton Area LOS ANGELES CA 221707739 / / Albuquerque BERNALILLO NM 221707741 / / Ocala MARION FL 221707743 / / Auburn PLACER CA 221707745 / / Union City FULTON GA 221707753 / / Fairhaven BRISTOL MA 221708091 / / Fort Worth TARRANT TX 221708092 / / LAKE ELSINORE RIVERSIDE CA 221707841 / / Pompano Beach BROWARD FL 221707855 / / LOS ANGELES LOS ANGELES CA 221708101 / / Loganville WALTON GA 221708148 / / Tucson PIMA AZ 221708152 / / Casa Grande PINAL AZ 221708157 / / Victorville SAN BERNARDINO CA 221708158 / / Lindenhurst SUFFOLK NY 221875103 / / San Bernardino SAN BERNARDINO CA 221875217 / / Boise ADA ID 221707761 / / Hickory Creek DENTON TX 221707764 / / Atlanta FULTON GA 221875221 / / Pottstown CHESTER PA 221707800 / / Acworth CHEROKEE GA 221707803 / / Las Vegas CLARK NV 221707807 / / Summerville DORCHESTER SC 221707809 / / Las Vegas CLARK NV 221708161 / / The Woodlands MONTGOMERY TX 221708175 / / BATON ROUGE EAST BATON ROUGE LA 221739337 / / West Valley City SALT LAKE UT 221739339 / / San Diego SAN DIEGO CA 221707810 / / Las Vegas 999 NV 221707812 / / FRESNO FRESNO CA 221707816 / / ANAHEIM ORANGE CA 221707818 / / Grand Prairie DALLAS TX 221707823 / / Lake Worth PALM BEACH FL 221739344 / / Winter Haven POLK FL 221739347 / / ANAHEIM ORANGE CA 221739360 / / Reseda LOS ANGELES CA 221707858 / / Fernandina Beach NASSAU FL 221707861 / / Fort Worth TARRANT TX 221875226 / / Thornton ADAMS CO 221875229 / / Englewood ARAPAHOE CO 221933395 / / Springfield Gardens QUEENS NY 221933455 / / Hollywood CHARLESTON SC 221707867 / / West Jordan SALT LAKE UT 221707868 / / Columbia RICHLAND SC 221739362 / / San Bernardino SAN BERNARDINO CA 221739363 / / Rialto SAN BERNARDINO CA 221739369 / / Fontana SAN BERNARDINO CA 221933648 / / Thornton ADAMS CO 221933658 / / Land O Lakes PASCO FL 221933669 / / Waco MCLENNAN TX 221739134 / / Rialto SAN BERNARDINO CA 221739140 / / Corona RIVERSIDE CA 221739370 / / Chula Vista SAN DIEGO CA 221739371 / / Victorville SAN BERNARDINO CA 221707869 / / Lake Hughes LOS ANGELES CA 221707878 / / Commerce City ADAMS CO 221707881 / / Las Vegas CLARK NV 221707885 / / San Antonio BEXAR TX 221707886 / / San Antonio BEXAR TX 221707888 / / Avondale MARICOPA AZ 221707890 / / Willows GLENN CA 221707891 / / HOLLIS QUEENS NY 221707827 / / Borough of Beachwood OCEAN NJ 221707829 / / Cave Creek MARICOPA AZ 221707835 / / Jacksonville DUVAL FL 221707844 / / TOANO JAMES CITY VA 221707848 / / Baldwin Park LOS ANGELES CA 221707894 / / FREDERICK FREDERICK MD 221874597 / / Lakeland POLK FL 221874606 / / Austell COBB GA 221874614 / / Middletown MIDDLESEX CT 221874618 / / Des Plaines COOK IL 221874619 / / Modesto STANISLAUS CA 221874623 / / Wheaton DU PAGE IL 221874629 / / Payson GILA AZ 221874635 / / Toms River OCEAN NJ 221739143 / / Lake Elsinore Area RIVERSIDE CA 221739150 / / Santa Clarita LOS ANGELES CA 221739151 / / Fort Lauderdale BROWARD FL 221739152 / / Moreno Valley RIVERSIDE CA 221707849 / / Orlando ORANGE FL 221707850 / / Randolph NORFOLK MA 221707851 / / Wilkes Barre LUZERNE PA 221707854 / / Philadelphia PHILADELPHIA PA 221707856 / / Kailua-Kona HAWAII HI 221707895 / / Richmond FORT BEND TX 221707898 / / Monroe SNOHOMISH WA 221707900 / / REISTERSTOWN BALTIMORE MD 221874641 / / Salem SALEM NJ 221707862 / / Port Charlotte CHARLOTTE FL 221707866 / / Maricopa PINAL AZ 221707872 / / Greenville GREENVILLE SC 221707880 / / Pompano Beach BROWARD FL 221707882 / / STERLING LOUDOUN VA 221874647 / / Bronx BRONX NY 221875123 / / Staten Island RICHMOND NY 221875129 / / Middletown MONMOUTH NJ 221875135 / / Tigard WASHINGTON OR 221875136 / / Tacoma PIERCE WA 221707893 / / Miami Gardens MIAMI-DADE FL 221707906 / / LAKE ELSINORE RIVERSIDE CA 221707907 / / ADELANTO SAN BERNARDINO CA 221707913 / / Perris RIVERSIDE CA 221707915 / / LA QUINTA RIVERSIDE CA 221875140 / / Detroit WAYNE MI 221875143 / / Woodbridge PRINCE WILLIAM VA 221875146 / / Chandler MARICOPA AZ 221875151 / / Garland DALLAS TX 221875158 / / Destin OKALOOSA FL 221875170 / / Rehoboth Beach SUSSEX DE 221875172 / / Sahuarita PIMA AZ 221875173 / / Sahuarita PIMA AZ 221707923 / / Riverdale CLAYTON GA 221707932 / / Tracy SAN JOAQUIN CA 221707936 / / Henderson CLARK NV 221707938 / / Lathrop SAN JOAQUIN CA 221707940 / / Converse BEXAR TX 221875174 / / Southampton BURLINGTON NJ 221875180 / / Las Vegas CLARK NV 221875194 / / Palm Bay BREVARD FL 221875208 / / Chicago COOK IL 221707945 / / CITRUS HEIGHTS SACRAMENTO CA 221707948 / / Englewood ARAPAHOE CO 221707952 / / ROUND LAKE LAKE IL 221707953 / / Acworth COBB GA 221707959 / / Bothell SNOHOMISH WA 221875213 / / Capitola SANTA CRUZ CA 221875214 / / Franklin Park COOK IL 221875215 / / Lake Elsinore RIVERSIDE CA 221875224 / / Apple Valley SAN BERNARDINO CA 221875230 / / Salt Lake City SALT LAKE UT 221707971 / / Los Angeles LOS ANGELES CA 221707973 / / LA QUINTA RIVERSIDE CA 221707976 / / Benld MACOUPIN IL 221707977 / / Boise ADA ID 221875231 / / Wilmington NEW HANOVER NC 221538272 / / WINDSOR SONOMA CA 221874545 / / Winder BARROW GA 221874546 / / Bakersfield KERN CA 221933433 / / Brookline MIDDLESEX MA 221707978 / / ROGERS HENNEPIN MN 221707984 / / Prescott Valley YAVAPAI AZ 221708186 / / GAITHERSBURG MONTGOMERY MD 221708194 / / HOUSTON HARRIS TX 221708198 / / Fort Lauderdale BROWARD FL 221933438 / / Hollywood BROWARD FL 221933442 / / Ocala MARION FL 221874657 / / Cumming FORSYTH GA 221874660 / / Villa Rica CARROLL GA 221874661 / / Bethlehem BARROW GA 221739161 / / Los Angeles LOS ANGELES CA 221739162 / / Aliso Viejo ORANGE CA 221739169 / / Moreno Valley RIVERSIDE CA 221739171 / / Las Vegas CLARK NV 221739181 / / San Jose SANTA CLARA CA 221874670 / / Upper Marlboro PRINCE GEORGES MD 221874674 / / Scotland SAINT MARYS MD 221874682 / / Gainesville PRINCE WILLIAM VA 221874687 / / Atlanta FULTON GA 221874689 / / Frankford Twp SUSSEX NJ 221708202 / / Portland MIDDLESEX CT 221708203 / / Waddell MARICOPA AZ 221708207 / / Centreville FAIRFAX VA 221708208 / / Hesperia SAN BERNARDINO CA 221874691 / / Moreno Valley RIVERSIDE CA 221874694 / / Paramount LOS ANGELES CA 221874698 / / Rialto Area SAN BERNARDINO CA 221874700 / / Humble HARRIS TX 221874701 / / Mount Dora LAKE FL 221708217 / / Riverside RIVERSIDE CA 221708228 / / Woodstock CHEROKEE GA 221708243 / / Fontana SAN BERNARDINO CA 221708247 / / Savannah DENTON TX 221708248 / / Henderson CLARK NV 221874708 / / Gilroy SANTA CLARA CA 221874711 / / San Diego SAN DIEGO CA 221874712 / / Henderson CLARK NV 221874713 / / Whittier Area LOS ANGELES CA 221874715 / / Rowland Heights LOS ANGELES CA 221874716 / / Indio RIVERSIDE CA 221874719 / / Lakeville DAKOTA MN 221874727 / / Indio RIVERSIDE CA 221708253 / / GILBERT MARICOPA AZ 221708255 / / MORENO VALLEY RIVERSIDE CA 221708260 / / Orlando ORANGE FL 221708261 / / College Park FULTON GA 221708264 / / Random Lake SHEBOYGAN WI 221708269 / / Dixfield OXFORD ME 221708282 / / Lincoln PLACER CA 221708283 / / San Jose SANTA CLARA CA 221708286 / / Newark ALAMEDA CA 221708295 / / Central Islip SUFFOLK NY 221739184 / / San Diego SAN DIEGO CA 221739185 / / Oceanside SAN DIEGO CA 221739189 / / San Diego SAN DIEGO CA 221739196 / / San Diego SAN DIEGO CA 221739197 / / Lakeside SAN DIEGO CA 221708296 / / Rialto SAN BERNARDINO CA 221708299 / / Long Island City QUEENS NY 221708302 / / Imperial Beach SAN DIEGO CA 221708304 / / NORFOLK NORFOLK CITY VA 221708306 / / Montesano GRAYS HARBOR WA 221708307 / / LA MIRADA LOS ANGELES CA 221708311 / / Fremont ALAMEDA CA 221708321 / / Los Angeles (North Hills Area) LOS ANGELES CA 221708323 / / Philadelphia PHILADELPHIA PA 221708327 / / Paterson PASSAIC NJ 221708332 / / Lackawaxen Twp PIKE PA 221708342 / / Victorville SAN BERNARDINO CA 221708344 / / BANNING RIVERSIDE CA 221708348 / / DELRAY BEACH PALM BEACH FL 221708354 / / GREEN VALLEY LAKE SAN BERNARDINO CA 221708356 / / INDIO RIVERSIDE CA 221708357 / / Coachella RIVERSIDE CA 221708359 / / Queen Creek MARICOPA AZ 221708362 / / Taylors GREENVILLE SC 221708364 / / Ontario SAN BERNARDINO CA 221708368 / / PICO RIVERA LOS ANGELES CA 221739198 / / Chula Vista SAN DIEGO CA 221739205 / / San Diego SAN DIEGO CA 221739209 / / North Las Vegas CLARK NV 221739211 / / Queens Village QUEENS NY 221739213 / / North Baldwin NASSAU NY 221708373 / / HESPERIA SAN BERNARDINO CA 221708374 / / Fairburn FULTON GA 221708375 / / UPLAND SAN BERNARDINO CA 221708377 / / Dearborn WAYNE MI 221708380 / / FOREST RANCH BUTTE CA 221708388 / / Ontario SAN BERNARDINO CA 221708393 / / BANNING RIVERSIDE CA 221708403 / / Menifee RIVERSIDE CA 221708407 / / POMONA LOS ANGELES CA 221708418 / / Baraboo SAUK WI 221708422 / / Tolleson MARICOPA AZ 221708429 / / North East CECIL MD 221708430 / / San Diego SAN DIEGO CA 221708435 / / Port Saint Lucie SAINT LUCIE FL 221739221 / / SILVERSPRING MONTGOMERY MD 221739230 / / JACKSON AMADOR CA 221739235 / / ESCONDIDO SAN DIEGO CA 221739243 / / WEST PALM BEACH PALM BEACH FL 221739249 / / MILWAUKIE CLACKAMAS OR 221708436 / / Laredo WEBB TX 221708438 / / Stansbury Park TOOELE UT 221708441 / / San Antonio BEXAR TX 221708447 / / Chicago COOK IL 221708450 / / Hesperia SAN BERNARDINO CA 221739254 / / SKOKIE COOK IL 221739257 / / SAN DIEGO SAN DIEGO CA 221739261 / / AUSTIN TRAVIS TX 221739266 / / Humble HARRIS TX 221708452 / / Little River HORRY SC 221708458 / / GRESHAM MULTNOMAH OR 221708459 / / Lancaster LOS ANGELES CA 221707986 / / Newberg YAMHILL OR 221707987 / / Gays Mills CRAWFORD WI 221707988 / / Easton NORTHAMPTON PA 221708000 / / Levittown BUCKS PA 221708001 / / Helena SHELBY AL 221708002 / / Hamburg Twp SUSSEX NJ 221708003 / / Morristown MORRIS NJ 221708005 / / West Jordan SALT LAKE UT 221708010 / / Tucson PIMA AZ 221708014 / / Commerce City ADAMS CO 221708028 / / Township of Rochelle Park BERGEN NJ 221708035 / / Atlanta FULTON GA 221739279 / / Taylors GREENVILLE SC 221739290 / / East Patchogue SUFFOLK NY 221739304 / / Apopka ORANGE FL 221739305 / / Las Vegas CLARK NV 221739306 / / Lindenhurst SUFFOLK NY 221708061 / / Findlay HANCOCK OH 221708069 / / Sun City RIVERSIDE CA 221708072 / / South Harrison Township GLOUCESTER NJ 221708074 / / Londonderry ROCKINGHAM NH 221708077 / / WASHOUGAL CLARK WA 221739307 / / San Antonio PASCO FL 221739308 / / Mission Viejo ORANGE CA 221739309 / / Fairfield SOLANO CA 221739311 / / Lincoln PLACER CA 221739312 / / Orlando ORANGE FL 221708082 / / Malden MIDDLESEX MA 221708083 / / Pembroke Pines BROWARD FL 221708086 / / Summerville DORCHESTER SC 221708087 / / Pleasant Grove UTAH UT 221708088 / / Stockton SAN JOAQUIN CA 221739315 / / Brooksville HERNANDO FL 221739317 / / Bradenton MANATEE FL 221739326 / / Spring HARRIS TX 221739327 / / Mount Dora LAKE FL 221739329 / / Land O Lakes PASCO FL 221739334 / / Sacramento SACRAMENTO CA 221739336 / / San Jacinto RIVERSIDE CA 221933672 / / Miami MIAMI-DADE FL 221933678 / / Homestead MIAMI-DADE FL 221933679 / / CHULA VISTA SAN DIEGO CA 221708094 / / Murrieta RIVERSIDE CA 221708096 / / Huntsville MADISON AL 221708098 / / Miami Gardens MIAMI-DADE FL 221708104 / / Kapolei HONOLULU HI 221933686 / / North Las Vegas CLARK NV 221933697 / / Hudson PASCO FL 221933707 / / San Diego SAN DIEGO CA 221933729 / / Apopka ORANGE FL 221708146 / / Sayreville MIDDLESEX NJ 221708164 / / Olympia THURSTON WA 221708166 / / Norwalk FAIRFIELD CT 221708168 / / Jersey City HUDSON NJ 221708169 / / Morongo Valley SAN BERNARDINO CA 221933742 / / Apopka ORANGE FL 221933745 / / Port Saint Lucie SAINT LUCIE FL 221933757 / / Bakersfield KERN CA 221933759 / / Rancho Cordova SACRAMENTO CA 221708171 / / WEIRTON HANCOCK WV 221708178 / / Buckeye MARICOPA AZ 221708184 / / Fariburn FULTON GA 221739338 / / League City GALVESTON TX 221739340 / / The Woodlands MONTGOMERY TX 221933763 / / Miami MIAMI-DADE FL 221933766 / / Colton SAN BERNARDINO CA 221933776 / / Hudson PASCO FL 221933784 / / Modesto STANISLAUS CA 221739341 / / Lancaster LOS ANGELES CA 221739352 / / Paramount LOS ANGELES CA 221739355 / / Beaumont RIVERSIDE CA 221739357 / / Pomona LOS ANGELES CA 221739364 / / Ontario SAN BERNARDINO CA 221739365 / / Chandler MARICOPA AZ 221739367 / / Lakewood PIERCE WA 221874549 / / Dallas PAULDING GA 221874553 / / Chicago COOK IL 221874555 / / Teaneck BERGEN NJ 221874556 / / Dacula GWINNETT GA 221874567 / / Danbury FAIRFIELD CT 221874568 / / Summit UNION NJ 221874571 / / Pompano Beach BROWARD FL 221874573 / / Atlanta FULTON GA 221874580 / / Humble HARRIS TX 221874581 / / Fort Worth TARRANT TX 221874588 / / Pearland BRAZORIA TX 221874594 / / Bakersfield KERN CA 221874598 / / Indio RIVERSIDE CA 221874603 / / San Antonio BEXAR TX 221874604 / / Mc Kees Rocks ALLEGHENY PA 221933799 / / Whittier LOS ANGELES CA 221707765 / / Fall River BRISTOL MA 221707769 / / Oxnard VENTURA CA 221707772 / / Elko ELKO NV 221707775 / / Glendale MARICOPA AZ 221874608 / / Greentown PIKE PA 221874609 / / Columbia LEXINGTON SC 221874611 / / Goose Creek BERKELEY SC 221874613 / / Springfield LANE OR 221874617 / / Jenkintown MONTGOMERY PA 221874627 / / Clermont LAKE FL 221874632 / / Lincoln PLACER CA 221874637 / / Short Hills ESSEX NJ 221874639 / / Oakdale STANISLAUS CA 221874648 / / Dracut MIDDLESEX MA 221874651 / / Lexington LEXINGTON SC 221874653 / / Riverview HILLSBOROUGH FL 221707781 / / Grayson GWINNETT GA 221707788 / / Boston SUFFOLK MA 221707794 / / Paterson PASSAIC NJ 221707795 / / Myrtle Beach HORRY SC 221708109 / / Orange ORANGE CA 221874656 / / Plainfield WILL IL 221874659 / / Duluth GWINNETT GA 221874664 / / Colorado Springs EL PASO CO 221874665 / / Idyllwild RIVERSIDE CA 221708112 / / RICHMOND HENRICO VA 221708120 / / Sanford SEMINOLE FL 221708134 / / Rensselaer JASPER IN 221708141 / / Rahway UNION NJ 221874666 / / Westminster ORANGE CA 221874667 / / Gearhart CLATSOP OR 221874677 / / Lancaster LOS ANGELES CA 221874678 / / Port Jefferson Station SUFFOLK NY 221708469 / / Hanover Park COOK IL 221708490 / / Murrieta RIVERSIDE CA 221708499 / / Tucson PIMA AZ 221708505 / / Yulee NASSAU FL 221708506 / / Everett SNOHOMISH WA 221874684 / / Fort Worth TARRANT TX 221874686 / / Aurora KANE IL 221874688 / / New Freedom YORK PA 221708508 / / Trinity RANDOLPH NC 221708510 / / Las Vegas CLARK NV 221708512 / / Shawnee Mountain, Township of MONROE PA 221708516 / / Sarasota SARASOTA FL 221708518 / / Cranston PROVIDENCE RI 221708525 / / Woodbridge PRINCE WILLIAM VA 221708527 / / Union City FULTON GA 221708530 / / Spring Hill HERNANDO FL 221708531 / / Lawrenceville GWINNETT GA 221874885 / / Bronx BRONX NY 221874888 / / Columbus FRANKLIN OH 221874889 / / Hoffman Estates 999 IL 221874892 / / Duluth GWINNETT GA 221874896 / / Northfield BELKNAP NH 221708535 / / Henderson CLARK NV 221708539 / / Rocklin PLACER CA 221708540 / / Sacramento SACRAMENTO CA 221708548 / / Casa Grande PINAL AZ 221874898 / / Santa Clarita LOS ANGELES CA 221874902 / / Hawthorne LOS ANGELES CA 221874905 / / Rancho Cucamonga SAN BERNARDINO CA 221874913 / / San Jose SANTA CLARA CA 221874917 / / Tacoma PIERCE WA 221708552 / / Buford GWINNETT GA 221708563 / / Palmdale LOS ANGELES CA 221708566 / / Los Angeles LOS ANGELES CA 221708568 / / FOLSOM SACRAMENTO CA 221708570 / / El Monte LOS ANGELES CA 221874918 / / Lake Elsinore RIVERSIDE CA 221874924 / / Lancaster LOS ANGELES CA 221874929 / / Wilmington LOS ANGELES CA 221874931 / / Fresno FRESNO CA 221874934 / / Eugene LANE OR 221708578 / / Menifee RIVERSIDE CA 221708582 / / RIVERSIDE RIVERSIDE CA 221708585 / / Sevierville SEVIER TN 221708587 / / Henderson CLARK NV 221708592 / / SMYRNA RUTHERFORD TN 221707909 / / Calexico IMPERIAL CA 221708371 / / Goodyear MARICOPA AZ 221707546 / / Douglasville DOUGLAS GA 221707550 / / MANCHESTER HILLSBOROUGH NH 221707557 / / Montclair SAN BERNARDINO CA 221708603 / / Apple Valley SAN BERNARDINO CA 221708605 / / Tumwater THURSTON WA 221708606 / / PHOENIX MARICOPA AZ 221708608 / / Chicago COOK IL 221707558 / / DIXON SOLANO CA 221707609 / / Evans WELD CO 221707622 / / NEWPORT NEWS NEWPORT NEWS CITY VA 221707572 / / Riverside RIVERSIDE CA 221707574 / / Lakewood LOS ANGELES CA 221708620 / / Atlanta FULTON GA 221708626 / / Rock Hill SULLIVAN NY 221708631 / / Arlington TARRANT TX 221708634 / / MORGAN HILL SANTA CLARA CA 221738987 / / Land O Lakes PASCO FL 221707579 / / Woodbridge PRINCE WILLIAM VA 221707585 / / Phoenix MARICOPA AZ 221707601 / / Port Richey PASCO FL 221707597 / / Cibolo GUADALUPE TX 221933567 / / Rialto SAN BERNARDINO CA 221738988 / / Bondsville HAMPDEN MA 221933458 / / Sunrise BROWARD FL 221874680 / / Maricopa PINAL AZ 221874681 / / Houston HARRIS TX 221874683 / / Oakhurst MADERA CA 221933571 / / San Diego SAN DIEGO CA 221933572 / / San Diego SAN DIEGO CA 221933578 / / Elk Grove SACRAMENTO CA 221708636 / / San Clemente ORANGE CA 221874692 / / Massapequa Park NASSAU NY 221933514 / / Los Angeles LOS ANGELES CA 221933517 / / Oxnard VENTURA CA 221933518 / / Gardena Area LOS ANGELES CA 221933519 / / Oxnard VENTURA CA 221933530 / / Baldwin Park LOS ANGELES CA 221933533 / / Rancho Santa Margarita ORANGE CA 221933543 / / Mission Viejo ORANGE CA 221933570 / / San Diego SAN DIEGO CA 221933575 / / Heber IMPERIAL CA 221933584 / / San Luis YUMA AZ 221933585 / / Heber City WASATCH UT 221933632 / / Forney KAUFMAN TX 221933633 / / Bradenton MANATEE FL 221933637 / / La Quinta RIVERSIDE CA 221933629 / / Reno WASHOE NV 221933630 / / Sterling LOUDOUN VA 221933477 / / Elgin KANE IL 221933478 / / Carpentersville KANE IL 221707532 / / WEST WHITELAND TWP; EXTON CHESTER PA 221707539 / / Pomona LOS ANGELES CA 221707542 / / Corona RIVERSIDE CA 221707544 / / San Bernardino SAN BERNARDINO CA 221933485 / / Stockbridge HENRY GA 221933499 / / Atlanta FULTON GA 221933516 / / Azusa Area LOS ANGELES CA 221507527 / / Cedartown POLK GA 221707545 / / DETROIT WAYNE MI 221707549 / / Far Rockaway QUEENS NY 221707552 / / Riverside RIVERSIDE CA 221707555 / / VISTA SAN DIEGO CA 221707556 / / Tucson PIMA AZ 221707559 / / Washington WASHINGTON PA 221707560 / / Las Vegas CLARK NV 221707562 / / Randolph NORFOLK MA 221707567 / / Las Vegas CLARK NV 221707570 / / CASTLE ROCK DOUGLAS CO 221707575 / / Santa Ana ORANGE CA 221707576 / / Lincoln SUSSEX DE 221707581 / / Atlanta FULTON GA 221707584 / / POMONA LOS ANGELES CA 221707587 / / Porterville TULARE CA 221707534 / / RIVERSIDE (AREA) RIVERSIDE CA 221875188 / / Dover Township OCEAN NJ 221875190 / / Atlanta FULTON GA 221875197 / / Atlanta FULTON GA 221875204 / / Newark ESSEX NJ 221707590 / / Woodstock CHEROKEE GA 221707591 / / GARDENA LOS ANGELES CA 221707592 / / Desert Hot Springs RIVERSIDE CA 221707593 / / Miami Gardens MIAMI-DADE FL 221707600 / / Atlanta FULTON GA 221707605 / / San Diego SAN DIEGO CA 221707614 / / Wayne PASSAIC NJ 221707618 / / Cumming FORSYTH GA 221707619 / / Union City FULTON GA 221707626 / / Crestview OKALOOSA FL 221707634 / / Memphis SHELBY TN 221707651 / / Bedford HILLSBOROUGH NH 221707658 / / Pompano Beach BROWARD FL 221707662 / / Murrells Inlet HORRY SC 221875206 / / Carteret MIDDLESEX NJ 221875209 / / Centennial ARAPAHOE CO 221875211 / / San Diego SAN DIEGO CA 221875219 / / San Francisco SAN FRANCISCO CA 221707663 / / Florence PINAL AZ 221707666 / / Santa Clarita LOS ANGELES CA 221707668 / / Corona RIVERSIDE CA 221707672 / / Overland Park JOHNSON KS 221707675 / / Chino SAN BERNARDINO CA 221707677 / / Acworth COBB GA 221707690 / / South Gate LOS ANGELES CA 221707694 / / Worcester WORCESTER MA 221707698 / / Murrieta RIVERSIDE CA 221707702 / / SAN BERNARDINO SAN BERNARDINO CA 221707704 / / Union UNION NJ 221707707 / / Hanover Park COOK IL 221707710 / / Shasta Lake SHASTA CA 221707717 / / South Gate LOS ANGELES CA 221707726 / / Orlando ORANGE FL 221707727 / / Thornton ADAMS CO 221707735 / / Lancaster LOS ANGELES CA 221707740 / / BURLESON JOHNSON TX 221707747 / / Riverside RIVERSIDE CA 221707799 / / Escondido SAN DIEGO CA 221707801 / / PASADENA LOS ANGELES CA 221707804 / / Lake Helen VOLUSIA FL 221707805 / / Myrtle Beach HORRY SC 221707808 / / Murrieta RIVERSIDE CA 221707813 / / Newark ESSEX NJ 221707817 / / Urbana CHAMPAIGN IL 221707832 / / Bowie PRINCE GEORGES MD 221707839 / / Joliet WILL IL 221707842 / / Lehi UTAH UT 221707846 / / Southampton BUCKS PA 221707852 / / Huntington Beach ORANGE CA 221707860 / / Salisbury WICOMICO MD 221707864 / / Orange Park CLAY FL 221707870 / / Miami Gardens MIAMI-DADE FL 221707871 / / St. Cloud OSCEOLA FL 221707875 / / Little Elm DENTON TX 221707877 / / Tucson PIMA AZ 221707884 / / Moreno Valley RIVERSIDE CA 221707889 / / Cape Coral LEE FL 221707897 / / The Woodlands MONTGOMERY TX 221707899 / / Queen Creek PINAL AZ 221707904 / / Los Angeles LOS ANGELES CA 221707917 / / Ramona SAN DIEGO CA 221707920 / / Loganville WALTON GA 221707928 / / Libertyville LAKE IL 221707929 / / Loganville WALTON GA 221707930 / / Elizabeth City PASQUOTANK NC 221707934 / / Fort Myers LEE FL 221707941 / / Lithonia DEKALB GA 221707943 / / Lincoln PLACER CA 221707946 / / LAKE ELSINORE RIVERSIDE CA 221707950 / / Spanish Fork UTAH UT 221707954 / / RICHMOND CONTRA COSTA CA 221707955 / / NORTH LAS VEGAS CLARK NV 221707956 / / Forney KAUFMAN TX 221707961 / / Orange Park CLAY FL 221707962 / / Water Valley YALOBUSHA MS 221707965 / / Corpus Christi NUECES TX 221707967 / / Salem MARION OR 221707968 / / North Brunswick MIDDLESEX NJ 221875222 / / Shoreline KING WA 221875228 / / Virginia Beach VIRGINIA BEACH CITY VA 221875232 / / Cape Coral LEE FL 221708615 / / MARION MARION SC 221707972 / / Chula Vista SAN DIEGO CA 221707979 / / Cumming FORSYTH GA 221707980 / / Henderson CLARK NV 221707983 / / Casa Grande PINAL AZ 221707993 / / Jacksonville DUVAL FL 221707996 / / Gainesville HALL GA 221708006 / / TELFORD MONTGOMERY PA 221708008 / / Glen Burnie ANNE ARUNDEL MD 221708013 / / Conway CARROLL NH 221708019 / / Jacksonville DUVAL FL 221708021 / / Fort Collins LARIMER CO 221708023 / / Katy FORT BEND TX 221708025 / / West Palm Beach PALM BEACH FL 221708026 / / College Park FULTON GA 221708029 / / Patterson STANISLAUS CA 221708030 / / Gilroy SANTA CLARA CA 221708032 / / Clifton PASSAIC NJ 221708033 / / Highland SAN BERNARDINO CA 221708034 / / Twp of Bristol BUCKS PA 221708037 / / Hamden NEW HAVEN CT 221708038 / / Currituck CURRITUCK NC 221708039 / / Coral Springs BROWARD FL 221708040 / / Douglasville DOUGLAS GA 221708043 / / Herriman SALT LAKE UT 221708047 / / Desert Hot Springs Area RIVERSIDE CA 221708052 / / Philadelphia PHILADELPHIA PA 221708053 / / SAN BERNARDINO SAN BERNARDINO CA 221708054 / / Buford GWINNETT GA 221708059 / / BORING CLACKAMAS OR 221708067 / / Fernley LYON NV 221708068 / / Woodstock CHEROKEE GA 221708070 / / Las Vegas CLARK NV 221708078 / / North Las Vegas CLARK NV 221708085 / / College Point QUEENS NY 221708093 / / PALM BEACH GARDENS PALM BEACH FL 221708147 / / Sparks WASHOE NV 221708153 / / Brighton ADAMS CO 221708154 / / Humble HARRIS TX 221708156 / / La Puente Area LOS ANGELES CA 221708190 / / Bothel SNOHOMISH WA 221708197 / / Wheaton DU PAGE IL 221708199 / / Houston HARRIS TX 221708200 / / Cumberland ALLEGANY MD 221708205 / / Los Angeles LOS ANGELES CA 221708215 / / NORTH MYRTLE BEACH HORRY SC 221708218 / / Hesperia SAN BERNARDINO CA 221708219 / / Pembroke Pines BROWARD FL 221708221 / / Riverside RIVERSIDE CA 221708226 / / San Clemente ORANGE CA 221708230 / / CHINO SAN BERNARDINO CA 221708233 / / Erie ERIE PA 221708234 / / North Las Vegas CLARK NV 221708236 / / Carpentersville KANE IL 221708241 / / Eugene LANE OR 221708242 / / Adelanto SAN BERNARDINO CA 221708249 / / Rio Rancho SANDOVAL NM 221708257 / / Orlando ORANGE FL 221708258 / / Loma Linda SAN BERNARDINO CA 221708259 / / Casa Grande PINAL AZ 221708271 / / Peyton EL PASO CO 221708274 / / Charleston CHARLESTON SC 221708275 / / Victorville SAN BERNARDINO CA 221708281 / / Dacula GWINNETT GA 221708291 / / LOS ANGELES LOS ANGELES CA 221708292 / / Cardiff SAN DIEGO CA 221708301 / / Vista SAN DIEGO CA 221708305 / / North Las Vegas CLARK NV 221708314 / / Romoland RIVERSIDE CA 221708322 / / HIALEAH MIAMI-DADE FL 221708325 / / Las Cruces DONA ANA NM 221708337 / / Diamond Bar LOS ANGELES CA 221708339 / / Columbia RICHLAND SC 221708340 / / Stone Mountain DEKALB GA 221708341 / / Parker DOUGLAS CO 221708347 / / Henderson CLARK NV 221708351 / / Jacksonville DUVAL FL 221708361 / / Las Vegas CLARK NV 221708378 / / Cathedral City RIVERSIDE CA 221708379 / / Aurora ARAPAHOE CO 221708382 / / Henderson CLARK NV 221708386 / / Kingman MOHAVE AZ 221708390 / / Palmdale LOS ANGELES CA 221708391 / / North Las Vegas CLARK NV 221708392 / / Bronx BRONX NY 221708394 / / CHICAGO COOK IL 221708395 / / Doraville DEKALB GA 221708409 / / Russell GEAUGA OH 221708411 / / San Antonio BEXAR TX 221708414 / / Los Angeles LOS ANGELES CA 221708433 / / Creighton ALLEGHENY PA 221708434 / / BELLFLOWER LOS ANGELES CA 221708437 / / Turlock STANISLAUS CA 221708440 / / Murfreesboro RUTHERFORD TN 221708442 / / Ramsey ANOKA MN 221708444 / / SANTA CLARITA LOS ANGELES CA 221708445 / / Roseville PLACER CA 221708446 / / GILBERT MARICOPA AZ 221708454 / / San Jacinto RIVERSIDE CA 221708457 / / RIVERSIDE RIVERSIDE CA 221738993 / / Brooklyn KINGS NY 221739000 / / Ridge SUFFOLK NY 221739001 / / Cumberland PROVIDENCE RI 221739004 / / Newark ESSEX NJ 221739008 / / Providence PROVIDENCE RI 221739009 / / Dudley WORCESTER MA 221739012 / / Farmingville SUFFOLK NY 221739016 / / Worcester WORCESTER MA 221739027 / / Warwick KENT RI 221739033 / / Fair Lawn BERGEN NJ 221739034 / / Saint Albans QUEENS NY 221739040 / / Stoughton NORFOLK MA 221739042 / / Englewood BERGEN NJ 221739045 / / Quogue SUFFOLK NY 221739046 / / Boston SUFFOLK MA 221739047 / / Brooklyn KINGS NY 221739053 / / Charleston CHARLESTON SC 221739060 / / Hollywood BROWARD FL 221739065 / / Fort Lauderdale BROWARD FL 221739066 / / Coconut Creek BROWARD FL 221739071 / / Port Richey PASCO FL 221739073 / / Cary WAKE NC 221739077 / / Lake Placid HIGHLANDS FL 221739081 / / Polo OGLE IL 221739087 / / West Chicago DU PAGE IL 221739088 / / Maywood COOK IL 221739096 / / Bluefield TAZEWELL VA 221739097 / / Grayson GWINNETT GA 221739098 / / Atlanta FULTON GA 221739099 / / Woodstock CHEROKEE GA 221739104 / / Mableton COBB GA 221739116 / / Loganville WALTON GA 221739125 / / San Pedro Area LOS ANGELES CA 221875121 / / Casselberry SEMINOLE FL 221875124 / / Tampa HILLSBOROUGH FL 221875128 / / Somerville SOMERSET NJ 221875131 / / Mattapan SUFFOLK MA 221875138 / / Bellevue KING WA 221875145 / / Ronald KITTITAS WA 221875149 / / Columbia RICHLAND SC 221875150 / / Winnetka COOK IL 221875153 / / South Jordan SALT LAKE UT 221875155 / / Sumner PIERCE WA 221875162 / / Santa Fe SANTA FE NM 221875164 / / La Mirada LOS ANGELES CA 221875171 / / Williamstown GLOUCESTER NJ 221875184 / / Coral Springs BROWARD FL 221875185 / / Delano KERN CA 221875186 / / Salisbury ROWAN NC 221875187 / / Scottsdale MARICOPA AZ 221875193 / / Cape Coral LEE FL 221875195 / / Philadelphia PHILADELPHIA PA 221875200 / / Davenport POLK FL 221875202 / / Fairhaven BRISTOL MA 221875203 / / Hyde Park SUFFOLK MA 221708159 / / CORONA RIVERSIDE CA 221708162 / / Spanish Fork UTAH UT 221708163 / / Lodi BERGEN NJ 221708173 / / Fort Lauderdale BROWARD FL 221708176 / / Byron CONTRA COSTA CA 221708179 / / Summerville DORCHESTER SC 221708181 / / Lonoke LONOKE AR 221708182 / / Menifee RIVERSIDE CA 221708183 / / Covington NEWTON GA 221739342 / / North Las Vegas CLARK NV 221739345 / / Pembroke Pines BROWARD FL 221739349 / / San Ramon CONTRA COSTA CA 221739350 / / Rancho Cucamonga SAN BERNARDINO CA 221739353 / / Barnegat OCEAN NJ 221739354 / / Calexico IMPERIAL CA 221739356 / / Inglewood LOS ANGELES CA 221739366 / / Las Vegas CLARK NV 221874547 / / Lauderdale Lakes BROWARD FL 221874554 / / Chandler MARICOPA AZ 221874558 / / Hyde Park SUFFOLK MA 221874560 / / Grover Beach SAN LUIS OBISPO CA 221874570 / / Watervliet ALBANY NY 221874575 / / Riverside RIVERSIDE CA 221874583 / / Monroe ORANGE NY 221874585 / / York YORK PA 221874587 / / Houston HARRIS TX 221874593 / / Henderson CLARK NV 221874600 / / Houston HARRIS TX 221874602 / / York 999 PA 221874610 / / Morton DELAWARE PA 221933413 / / Brookfield WORCESTER MA 221933414 / / Danbury FAIRFIELD CT 221933445 / / Round Rock WILLIAMSON TX 221875006 / / Roswell FULTON GA 221875007 / / Riverview HILLSBOROUGH FL 221875017 / / San Pedro LOS ANGELES CA 221875021 / / North Hollywood LOS ANGELES CA 221875022 / / San Juan Capistrano ORANGE CA 221875029 / / Rancho Cucamonga SAN BERNARDINO CA 221875031 / / Los Angeles LOS ANGELES CA 221875039 / / Renton KING WA 221875050 / / Corona RIVERSIDE CA 221875051 / / San Diego SAN DIEGO CA 221875054 / / San Diego SAN DIEGO CA 221875055 / / San Jose SANTA CLARA CA 221875060 / / Menifee RIVERSIDE CA 221875062 / / Seattle KING WA 221875067 / / Littleton JEFFERSON CO 221875074 / / Doylestown BUCKS PA 221875075 / / Kissimmee OSCEOLA FL 221875076 / / Lansing COOK IL 221875077 / / Calumet City COOK IL 221875084 / / Porterdale NEWTON GA 221875091 / / Kapolei HONOLULU HI 221875092 / / Toms River OCEAN NJ 221875093 / / Lawrenceville GWINNETT GA 221875096 / / Peoria MARICOPA AZ 221875101 / / Roslindale SUFFOLK MA 221708385 / / West Jordan SALT LAKE UT 221708389 / / LAKEWOOD LOS ANGELES CA 221708397 / / Goodyear MARICOPA AZ 221708398 / / Perris RIVERSIDE CA 221708399 / / Southfield OAKLAND MI 221874946 / / Chula Vista SAN DIEGO CA 221874953 / / Riverview HILLSBOROUGH FL 221874957 / / Tolleson CALHOUN AR 221874958 / / Adelanto SAN BERNARDINO CA 221874963 / / Roselle UNION NJ 221874969 / / Gaithersburg MONTGOMERY MD 221874972 / / New Milford LITCHFIELD CT 221874977 / / Boca Raton PALM BEACH FL 221874978 / / Myrtle Beach HORRY SC 221874980 / / Cornelius MECKLENBURG NC 221874984 / / Coral Springs BROWARD FL 221874992 / / Richmond MCHENRY IL 221874994 / / McDonough HENRY GA 221874996 / / Conyers ROCKDALE GA 221738989 / / Spencer WORCESTER MA 221738990 / / Brooklyn KINGS NY 221738991 / / New Brunswick MIDDLESEX NJ 221738994 / / Newark ESSEX NJ 221739002 / / Shelton FAIRFIELD CT 221739007 / / Marlborough MIDDLESEX MA 221739019 / / Saint Louis SAINT LOUIS MO 221739026 / / Township of Canfield MAHONING OH 221739028 / / Danbury FAIRFIELD CT 221739035 / / Wallingford NEW HAVEN CT 221739036 / / Patchogue SUFFOLK NY 221739037 / / Baltimore BALTIMORE CITY MD 221739038 / / Gardner WORCESTER MA 221739043 / / Spencer WORCESTER MA 221739049 / / Indianapolis MARION IN 221739050 / / Oakland BERGEN NJ 221739054 / / Jacksonville DUVAL FL 221739056 / / Fairview WILLIAMSON TN 221739059 / / Roslindale SUFFOLK MA 221739064 / / Fort Lauderdale BROWARD FL 221739069 / / Old Hickory DAVIDSON TN 221739083 / / Greenfield MILWAUKEE WI 221739085 / / Tower SAINT LOUIS MN 221739108 / / Kennesaw COBB GA 221739111 / / Villa Rica CARROLL GA 221739114 / / Smyrna COBB GA 221739121 / / Black Diamond KING WA 221739124 / / Montebello LOS ANGELES CA 221739129 / / Pasadena LOS ANGELES CA 221739130 / / Raytown JACKSON MO 221739135 / / Los Gatos SANTA CRUZ CA 221739136 / / Upland SAN BERNARDINO CA 221739141 / / Moorpark VENTURA CA 221739142 / / Denver DENVER CO 221739145 / / Maywood LOS ANGELES CA 221739148 / / Chino SAN BERNARDINO CA 221739153 / / Santa Clarita LOS ANGELES CA 221739155 / / Cathedral City RIVERSIDE CA 221739156 / / Hemet RIVERSIDE CA 221739164 / / Cathedral City RIVERSIDE CA 221739167 / / Ferndale WHATCOM WA 221739170 / / Azusa LOS ANGELES CA 221739173 / / Oakland ALAMEDA CA 221739176 / / Romoland RIVERSIDE CA 221739178 / / Manteca SAN JOAQUIN CA 221739188 / / Escondido SAN DIEGO CA 221739194 / / Lakeside Area SAN DIEGO CA 221708455 / / Peoria MARICOPA AZ 221708462 / / Fordyce DALLAS AR 221739231 / / ROSEVILLE PLACER CA 221739233 / / CHARLOTTE MECKLENBURG NC 221739234 / / WESLEY CHAPEL PASCO FL 221739238 / / DURHAM DURHAM NC 221708400 / / Las Vegas CLARK NV 221708405 / / POMPANO BEACH BROWARD FL 221739253 / / PHILADELPHIA PHILADELPHIA PA 221739256 / / ALLENTOWN LEHIGH PA 221739276 / / Aurora ARAPAHOE CO 221739278 / / North Las Vegas CLARK NV 221739280 / / Little Elm DENTON TX 221739286 / / Spring HARRIS TX 221739287 / / THE WOODLANDS HARRIS TX 221739291 / / Jacksonville DUVAL FL 221739293 / / San Antonio BEXAR TX 221739295 / / Sacramento SACRAMENTO CA 221739296 / / Manor TRAVIS TX 221739314 / / Bradenton MANATEE FL 221739316 / / Lincoln PLACER CA 221739318 / / Mastic Beach SUFFOLK NY 221739320 / / Tolleson MARICOPA AZ 221739322 / / Santa Ana ORANGE CA 221739328 / / Land O Lakes PASCO FL 221933643 / / Indio RIVERSIDE CA 221933644 / / Ruskin HILLSBOROUGH FL 221933650 / / Sparks WASHOE NV 221933651 / / Fort Worth TARRANT TX 221933652 / / Glendale MARICOPA AZ 221933668 / / Redmond DESCHUTES OR 221933681 / / Laveen MARICOPA AZ 221933682 / / Bradenton MANATEE FL 221933684 / / Riverview HILLSBOROUGH FL 221933689 / / Fontana SAN BERNARDINO CA 221933691 / / Hemet RIVERSIDE CA 221933705 / / Joliet WILL IL 221933709 / / Homestead MIAMI-DADE FL 221933719 / / Winter Haven POLK FL 221933720 / / Jacksonville DUVAL FL 221933723 / / Fontana SAN BERNARDINO CA 221933725 / / North Las Vegas CLARK NV 221933728 / / Land O Lakes PASCO FL 221933751 / / Murrieta RIVERSIDE CA 221933754 / / Stuart MARTIN FL 221933762 / / CORONA RIVERSIDE CA 221933779 / / Las Vegas CLARK NV 221933781 / / Hampshire KANE IL 221933797 / / San Jacinto RIVERSIDE CA 221707774 / / Canton CHEROKEE GA 221707780 / / TEMECULA RIVERSIDE CA 221707787 / / Langhorne BUCKS PA 221707790 / / Wayne PASSAIC NJ 221707791 / / Dundalk BALTIMORE MD 221708105 / / Kapolei HONOLULU HI 221708408 / / Aurora ARAPAHOE CO 221708412 / / BALDWIN PARK LOS ANGELES CA 221708421 / / NORTH LAS VEGAS CLARK NV 221708424 / / Maspeth QUEENS NY 221708425 / / California City KERN CA 221708115 / / North Las Vegas CLARK NV 221708108 / / Worcester WORCESTER MA 221708130 / / Springfield HAMPDEN MA 221708131 / / BELL LOS ANGELES CA 221708135 / / SAN DIEGO SAN DIEGO CA 221708136 / / Huntington Beach ORANGE CA 221708138 / / Union City FULTON GA 221708140 / / NORCO RIVERSIDE CA 221708465 / / Miramar BROWARD FL 221708116 / / Casa Grande PINAL AZ 221708121 / / West Covina LOS ANGELES CA 221708124 / / Oceanside SAN DIEGO CA 221708125 / / SPRINGFIELD FAIRFAX VA 221708127 / / Santee SAN DIEGO CA 221708426 / / Adelanto SAN BERNARDINO CA 221708431 / / Commerce City ADAMS CO 221708432 / / Aliso Viejo ORANGE CA 221708439 / / MANTECA SAN JOAQUIN CA 221708443 / / Axtell KEARNEY NE 221708519 / / Laveen MARICOPA AZ 221708521 / / SOUTH GATE LOS ANGELES CA 221708532 / / Chula Vista SAN DIEGO CA 221708533 / / Bellflower LOS ANGELES CA 221708534 / / Bellflower LOS ANGELES CA 221708537 / / Perris RIVERSIDE CA 221739240 / / WHITMAN PLYMOUTH MA 221739250 / / MERIDIAN 999 ID 221739225 / / UPLAND SAN BERNARDINO CA 221739220 / / Stockton SAN JOAQUIN CA 221875003 / / Newnan COWETA GA 221875119 / / East Providence PROVIDENCE RI 221875120 / / Lynn ESSEX MA 221875125 / / Chicago COOK IL 221875137 / / Los Alamitos ORANGE CA 221708575 / / American Canyon NAPA CA 221708576 / / Bristol HARTFORD CT 221708583 / / Maricopa PINAL AZ 221708584 / / Azusa LOS ANGELES CA 221708590 / / Valdosta LOWNDES GA 221708591 / / Romoland RIVERSIDE CA 221708593 / / Attleboro BRISTOL MA 221708594 / / Melbourne BREVARD FL 221708595 / / Commerce City ADAMS CO 221708599 / / Auburn BARROW GA 221708600 / / Providence PROVIDENCE RI 221708602 / / Huntington Beach ORANGE CA 221708613 / / Carolina Shores BRUNSWICK NC 221708617 / / Huntley MCHENRY IL 221708618 / / Philadelphia PHILADELPHIA PA 221708624 / / Vancouver CLARK WA 221708627 / / Akron SUMMIT OH 221708632 / / Phoenix MARICOPA AZ 221708635 / / PHOENIX MARICOPA AZ 221875152 / / Baltimore BALTIMORE CITY MD 221708639 / / Veneta LANE OR 221708543 / / Humble HARRIS TX 221708549 / / Delray Beach PALM BEACH FL 221708647 / / SURPRISE MARICOPA AZ 221708649 / / Crowley TARRANT TX 221738984 / / East Orange ESSEX NJ 221708550 / / Taylors GREENVILLE SC 221708551 / / Newnan COWETA GA 221708554 / / ROWLAND HEIGHTS LOS ANGELES CA 221708560 / / Lancaster LOS ANGELES CA 221708561 / / Allenhurst LIBERTY GA 221708565 / / North Las Vegas CLARK NV 221708569 / / FAIR OAKS SACRAMENTO CA 221708643 / / Murrieta RIVERSIDE CA 221708640 / / Rohnert Park Area SONOMA CA 221875159 / / Tampa HILLSBOROUGH FL 221875161 / / Tucson PIMA AZ 221875163 / / Thibodaux LAFOURCHE LA 221875168 / / Golden JEFFERSON CO 221933457 / / Oakland Park BROWARD FL 221933464 / / Margate BROWARD FL 221875169 / / Sutter Creek AMADOR CA 221875179 / / Magna SALT LAKE UT 221875182 / / Venice SARASOTA FL 221875183 / / Kansas City JACKSON MO 221708476 / / Mount Dora LAKE FL 221708467 / / Fort Worth TARRANT TX 221708477 / / Corona RIVERSIDE CA 221708478 / / Fort Worth TARRANT TX 221708480 / / ORLANDO ORANGE FL 221708483 / / Watertown LITCHFIELD CT 221708484 / / Spencer WORCESTER MA 221708489 / / CYPRESS ORANGE CA 221708494 / / West Palm Beach PALM BEACH FL 221708495 / / Huntington Station SUFFOLK NY 221933531 / / Los Angeles (Sun Valley Area) LOS ANGELES CA 221933526 / / Salem MARION OR 221933537 / / Riverside RIVERSIDE CA 221933541 / / Fountain EL PASO CO 221933544 / / Apple Valley SAN BERNARDINO CA 221933565 / / Gilroy SANTA CLARA CA 221707596 / / New Braunfels COMAL TX 221707565 / / Bronx BRONX NY 221707566 / / Mount Pleasant CHARLESTON SC 221707602 / / Imperial IMPERIAL CA 221707608 / / Brigantine ATLANTIC NJ 221707537 / / Stockton SAN JOAQUIN CA 221707540 / / Woodbridge PRINCE WILLIAM VA 221707541 / / Indio RIVERSIDE CA 221707633 / / Twentynine Palms SAN BERNARDINO CA 221707637 / / Conyers ROCKDALE GA 221707639 / / Hermitage DAVIDSON TN 221707641 / / Jacksonville PULASKI AR 221707642 / / Pueblo PUEBLO CO 221707645 / / Reno WASHOE NV 221707650 / / Margate BROWARD FL 221707659 / / YUCAIPA SAN BERNARDINO CA 221707665 / / Desert Hot Springs RIVERSIDE CA 221707667 / / St Clairsville BELMONT OH 221707671 / / HUNTINGTON SUFFOLK NY 221707673 / / Visalia TULARE CA 221707678 / / Riverdale CLAYTON GA 221707679 / / Castle Rock DOUGLAS CO 221707680 / / Lacey Township OCEAN NJ 221707686 / / Leland LA SALLE IL 221707688 / / BAKERSFIELD KERN CA 221707689 / / Bellflower LOS ANGELES CA 221707692 / / Douglasville DOUGLAS GA 221707697 / / Maricopa PINAL AZ 221707699 / / Santa Ana ORANGE CA 221707706 / / RANCHO SANTA MARGARITA ORANGE CA 221707711 / / Valley Stream NASSAU NY 221707714 / / Dinuba TULARE CA 221707715 / / WAXHAW UNION NC 221707723 / / DOWNEY LOS ANGELES CA 221707724 / / Jacksonville DUVAL FL 221707728 / / Irvine ORANGE CA 221707744 / / Columbus FRANKLIN OH 221707751 / / Dallas PAULDING GA 221707755 / / LOS ANGELES LOS ANGELES CA 221707798 / / Elizabeth UNION NJ 221707811 / / Princeton CALDWELL KY 221707815 / / RIVERSIDE RIVERSIDE CA 221707821 / / LA QUINTA RIVERSIDE CA 221707824 / / San Antonio BEXAR TX 221707543 / / MURRIETA RIVERSIDE CA 221707831 / / RANCHO MIRAGE RIVERSIDE CA 221707834 / / Atlanta FULTON GA 221707836 / / Ridgecrest KERN CA 221707837 / / Morrisville WAKE NC 221707838 / / Kennesaw COBB GA 221707840 / / Corona RIVERSIDE CA 221707843 / / Atlanta FULTON GA 221707845 / / Woodbridge MIDDLESEX NJ 221707847 / / Orlando ORANGE FL 221707853 / / Kissimmee OSCEOLA FL 221707857 / / Villa Rica CARROLL GA 221707859 / / Crestview OKALOOSA FL 221707865 / / SAN MATEO SAN MATEO CA 221707874 / / Fort Worth TARRANT TX 221707876 / / Myrtle Beach HORRY SC 221707879 / / North Brunswick MIDDLESEX NJ 221707887 / / Los Angeles (Chatsworth Area) LOS ANGELES CA 221708187 / / Richmond CHESTERFIELD VA 221708191 / / Hillside UNION NJ 221708193 / / South Gate LOS ANGELES CA 221708209 / / Tucson PIMA AZ 221708212 / / San Bernardino SAN BERNARDINO CA 221708214 / / Aurora ARAPAHOE CO 221708220 / / NORTH CHICAGO LAKE IL 221708224 / / Kennesaw COBB GA 221708229 / / Ramona Area SAN DIEGO CA 221708239 / / Carson LOS ANGELES CA 221708246 / / Lacey THURSTON WA 221708250 / / Pflugerville TRAVIS TX 221708252 / / Orlando ORANGE FL 221708262 / / Perris RIVERSIDE CA 221708263 / / Villa Rica CARROLL GA 221708266 / / TEMPLE CITY LOS ANGELES CA 221708268 / / LA QUINTA RIVERSIDE CA 221708270 / / Passaic PASSAIC NJ 221708278 / / Glenwood COOK IL 221708279 / / Rahway UNION NJ 221708284 / / Moreno Valley RIVERSIDE CA 221708285 / / Laveen MARICOPA AZ 221708287 / / Sandyston SUSSEX NJ 221708293 / / MEADOW VISTA PLACER CA 221708294 / / CLEARWATER PINELLAS FL 221708297 / / Grand Prairie DALLAS TX 221708309 / / Commerce City ADAMS CO 221708312 / / Mt. Orab BROWN OH 221708313 / / Bemidji BELTRAMI MN 221708315 / / YORBA LINDA ORANGE CA 221708316 / / Moorestown BURLINGTON NJ 221708317 / / Los Angeles LOS ANGELES CA 221708320 / / Lynn ESSEX MA 221708324 / / Los Angeles LOS ANGELES CA 221708328 / / Houston HARRIS TX 221708331 / / Phoenix MARICOPA AZ 221708334 / / Lauderdale Lakes BROWARD FL 221708338 / / McDonough HENRY GA 221708343 / / Erie BOULDER CO 221708346 / / Cambridge GUERNSEY OH 221708352 / / RICHMOND CHESTERFIELD VA 221708353 / / Lansdowne DELAWARE PA 221708355 / / Commerce City ADAMS CO 221708365 / / Los Angeles LOS ANGELES CA 221708369 / / Maricopa PINAL AZ 221707825 / / Chula Vista SAN DIEGO CA 221708370 / / Converse BEXAR TX 221708376 / / THOUSAND OAKS VENTURA CA 221707896 / / Saratoga Springs SARATOGA NY 221707901 / / Las Vegas CLARK NV 221707903 / / Charleston CHARLESTON SC 221707623 / / Turlock STANISLAUS CA 221707905 / / Queen Creek MARICOPA AZ 221707912 / / Pine Mountain KERN CA 221707918 / / Pooler CHATHAM GA 221707925 / / Metamora WOODFORD IL 221707935 / / Patchogue SUFFOLK NY 221707939 / / GLENDORA LOS ANGELES CA 221707944 / / Willingboro BURLINGTON NJ 221707947 / / Pembroke Pines BROWARD FL 221707951 / / Banning RIVERSIDE CA 221707960 / / PEORIA MARICOPA AZ 221707964 / / Surprise MARICOPA AZ 221707969 / / Los Angeles LOS ANGELES CA 221707970 / / Belvidere BOONE IL 221707974 / / VICTORVILLE SAN BERNARDINO CA 221707975 / / CORONA RIVERSIDE CA 221707981 / / North Las Vegas CLARK NV 221707982 / / East Point FULTON GA 221707989 / / Antelope SACRAMENTO CA 221707992 / / Jacksonville DUVAL FL 221707995 / / San Diego SAN DIEGO CA 221707999 / / Peoria MARICOPA AZ 221708004 / / Canton CHEROKEE GA 221708007 / / San Diego SAN DIEGO CA 221708009 / / West Palm Beach PALM BEACH FL 221708016 / / Alpine Area SAN DIEGO CA 221708020 / / Casa Grande PINAL AZ 221708022 / / WOODBRIDGE PRINCE WILLIAM VA 221708027 / / MISSION VIEJO ORANGE CA 221708031 / / Valley Stream NASSAU NY 221708041 / / Waynesville HAYWOOD NC 221708042 / / UPLAND SAN BERNARDINO CA 221708044 / / Cape Coral LEE FL 221708045 / / Hesperia SAN BERNARDINO CA 221708049 / / La Verne LOS ANGELES CA 221708050 / / ESPANOLA RIO ARRIBA NM 221708051 / / Hillsboro WASHINGTON OR 221708055 / / Elk Grove SACRAMENTO CA 221708060 / / San Jacinto RIVERSIDE CA 221708063 / / San Diego SAN DIEGO CA 221708064 / / PACIFIC CITY TILLAMOOK OR 221708066 / / Las Vegas CLARK NV 221708071 / / Fort Worth TARRANT TX 221708080 / / San Diego SAN DIEGO CA 221708084 / / ANNAPOLIS ANNE ARUNDEL MD 221708089 / / Danbury FAIRFIELD CT 221708100 / / Ocala MARION FL 221708102 / / South Jordan SALT LAKE UT 221708103 / / LA HABRA ORANGE CA 221708149 / / NEW ORLEANS ORLEANS LA 221708150 / / MORENO VALLEY RIVERSIDE CA 221708160 / / LONG BEACH LOS ANGELES CA 221708165 / / Spanish Fork UTAH UT 221708170 / / White Pine JEFFERSON TN 221708172 / / SPRINGFIELD LANE OR 221708174 / / Lacey Township OCEAN NJ 221708177 / / Central Point JACKSON OR 221708180 / / Romoland RIVERSIDE CA 221739343 / / Vallejo SOLANO CA 221739346 / / Bergenfield BERGEN NJ 221739351 / / Las Vegas CLARK NV 221739358 / / Bakersfield KERN CA 221739361 / / Upland SAN BERNARDINO CA 221739368 / / Lake Elsinore RIVERSIDE CA 221739372 / / Rowland Heights LOS ANGELES CA 221739373 / / Chula Vista SAN DIEGO CA 221739374 / / Fontana SAN BERNARDINO CA 221874551 / / Orlando ORANGE FL 221874562 / / Bronx BRONX NY 221874569 / / Piscataway MIDDLESEX NJ 221874572 / / Covington NEWTON GA 221874574 / / San Jacinto RIVERSIDE CA 221874577 / / Rialto SAN BERNARDINO CA 221874578 / / Riverside RIVERSIDE CA 221874582 / / Naugatuck NEW HAVEN CT 221874586 / / Fort Worth TARRANT TX 221874591 / / New Braunfels COMAL TX 221874592 / / Houston HARRIS TX 221874596 / / Richmond FORT BEND TX 221874599 / / Houston HARRIS TX 221874601 / / Crowley TARRANT TX 221874605 / / Waldorf CHARLES MD 221874616 / / Bristol HARTFORD CT 221874622 / / Douglasville DOUGLAS GA 221874626 / / Loganville WALTON GA 221874628 / / Mount Juliet WILSON TN 221874631 / / Lexington LEXINGTON SC 221874638 / / West Chicago DU PAGE IL 221874640 / / East Islip SUFFOLK NY 221874642 / / Runnemede CAMDEN NJ 221874643 / / Parsippany MORRIS NJ 221874645 / / Horsham MONTGOMERY PA 221874655 / / Cary MCHENRY IL 221874676 / / Kennewick BENTON WA 221874685 / / Grand Prairie DALLAS TX 221874693 / / Duarte LOS ANGELES CA 221874695 / / Long Beach LOS ANGELES CA 221874697 / / Perry Hall BALTIMORE MD 221874699 / / Brooklyn KINGS NY 221874703 / / Prescott Valley YAVAPAI AZ 221874714 / / Lake Forest ORANGE CA 221874717 / / San Diego SAN DIEGO CA 221874720 / / Queen Creek PINAL AZ 221874725 / / The Woodlands MONTGOMERY TX 221874728 / / Spring Hill HERNANDO FL 221874730 / / Reno WASHOE NV 221874731 / / Cutler Bay MIAMI-DADE FL 221874738 / / Aurora ARAPAHOE CO 221874755 / / Atlanta FULTON GA 221874761 / / Victorville SAN BERNARDINO CA 221874762 / / Atwater MERCED CA 221874771 / / Lake Forest ORANGE CA 221874775 / / Rancho Cordova SACRAMENTO CA 221874785 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221874739 PURCH 0 424000 424000 6.875 0.25 0.25 221874745 PURCH 0 265450 265449.99 7.875 0.25 0.25 221874749 PURCH 0 171700 171700 8.25 0.25 0.25 221874751 PURCH 0 318900 318900 7.25 0.25 0.25 221874754 PURCH 0 200000 199999.24 7.5 0.25 0.25 221874758 PURCH 0 246820 246820 7.5 0.25 0.25 221874759 PURCH 0 340000 340000 6.375 0.25 0.25 221874766 PURCH 0 290000 290000 6.75 0.25 0.25 221874769 REFICASHOUT 0 433300 433300 6.5 0.25 0.25 221874770 PURCH 0 187950 187950 6.75 0.25 0.25 221874773 PURCH 0 167900 167900 7 0.25 0.25 221874777 REFIRT 0 757000 757000 7.25 0.25 0.25 221874778 PURCH 0 155750 155750 6.5 0.25 0.25 221874780 PURCH 0 332750 332750 7.25 0.25 0.25 221874782 PURCH 0 273900 273900 7 0.25 0.25 221874795 PURCH 0 143950 143950 7.375 0.25 0.25 221874797 PURCH 0 265800 265800 7.875 0.25 0.25 221874800 PURCH 0 141200 141200 7.375 0.25 0.25 221874806 PURCH 0 271150 271150 6.5 0.25 0.25 221874811 PURCH 0 214600 214600 6.5 0.25 0.25 221874812 PURCH 0 354700 354700 6.875 0.25 0.25 221874814 REFICASHOUT 0 345000 345000 7.125 0.25 0.25 221874817 REFIRT 0 182400 182400 6.5 0.25 0.25 221874819 PURCH 0 392000 392000 7.375 0.25 0.25 221874823 PURCH 0 117405 117405 8.125 0.25 0.25 221874828 REFICASHOUT 0 270000 270000 6.5 0.25 0.25 221874831 PURCH 0 439900 439899.44 6.75 0.25 0.25 221874835 REFICASHOUT 0 608000 608000 6.625 0.25 0.25 221874838 PURCH 0 361200 361199.25 6.75 0.25 0.25 221874840 PURCH 0 253600 253599.55 6.5 0.25 0.25 221874841 PURCH 0 159950 159950 6.625 0.25 0.25 221874843 PURCH 0 530400 530400 6.375 0.25 0.25 221874548 PURCH 0 114000 113864.29 6.875 0.25 0.25 221874552 REFIRT 0 200000 199761.89 6.875 0.25 0.25 221874559 REFICASHOUT 0 350000 349583.33 6.875 0.25 0.25 221874544 REFICASHOUT 0 56000 55455.29 6.75 0.25 0.25 221874565 PURCH 0 168800 168591.92 6.75 0.25 0.25 221874566 PURCH 0 148000 147806.56 7.125 0.25 0.25 221874576 REFIRT 0 380000 379101.35 6.75 0.25 0.25 221874579 REFICASHOUT 0 285000 284530.27 6.75 0.25 0.25 221874589 PURCH 0 88800 88482.55 7.75 0.25 0.25 221874590 PURCH 0 84935 84565.21 6.75 0.25 0.25 221874595 PURCH 0 147950 147240.72 6.25 0.25 0.25 221933394 PURCH 0 169600 169148.61 6.625 0.25 0.25 221707758 REFICASHOUT 0 970000 970000 7.625 0.25 0.25 221874652 PURCH 0 112720 112455.68 7.375 0.25 0.25 221875117 REFICASHOUT 0 58200 57920.48 8.5 0.25 0.25 221875122 PURCH 0 206200 205385.93 7.25 0.25 0.25 221707902 PURCH 0 165550 164863.53 7 0.25 0.25 221707908 PURCH 0 152000 151258.43 7.5 0.25 0.25 221707910 PURCH 0 116000 116000 7.5 0.25 0.25 221707911 REFICASHOUT 0 280000 280000 7.25 0.25 0.25 221707914 PURCH 0 83500 83162.11 7.125 0.25 0.25 221707919 REFIRT 0 327440 326330.14 6.875 0.25 0.25 221707921 PURCH 0 216016 214451.47 5.875 0.25 0.25 221707922 REFICASHOUT 0 750000 747265.82 6.5 0.25 0.25 221707924 PURCH 0 88000 87742.78 7.625 0.25 0.25 221707762 PURCH 0 181992 181992 8.25 0.25 0.25 221707773 PURCH 0 300000 298426.8 7 0.25 0.25 221874790 PURCH 0 148750 148750 7.125 0.25 0.25 221874791 PURCH 0 362600 362600 6.625 0.25 0.25 221874793 PURCH 0 254700 254700 6.5 0.25 0.25 221707926 REFICASHOUT 0 192800 191980.78 6.875 0.25 0.25 221707927 PURCH 0 143200 142591.55 6.875 0.25 0.25 221707931 PURCH 0 445763 443847.93 6.875 0.25 0.25 221707937 PURCH 0 264000 264000 6.875 0.25 0.25 221707942 REFICASHOUT 0 503810 502017.19 6.625 0.25 0.25 221707958 PURCH 0 140800 140272.05 7.375 0.25 0.25 221707966 PURCH 0 216000 215036.57 6.625 0.25 0.25 221707990 PURCH 0 200000 199041.24 6.25 0.25 0.25 221707991 PURCH 0 123698 123138.49 7.5 0.25 0.25 221707997 PURCH 0 172260 172260 7 0.25 0.25 221707998 PURCH 0 279900 278767.47 7.125 0.25 0.25 221708011 PURCH 0 376000 376000 6.875 0.25 0.25 221708012 PURCH 0 81900 81375.4 8.5 0.25 0.25 221708015 PURCH 0 298600 297331.24 6.875 0.25 0.25 221874798 REFICASHOUT 0 381900 381900 6.875 0.25 0.25 221874805 PURCH 0 352550 352347.17 7 0.25 0.25 221874809 PURCH 0 399550 399550 6.75 0.25 0.25 221874818 PURCH 0 324800 324800 6.75 0.25 0.25 221708017 REFICASHOUT 0 250000 249037.08 7.375 0.25 0.25 221708024 REFICASHOUT 0 306000 305999.99 6.625 0.25 0.25 221708046 PURCH 0 568300 565099.57 6.375 0.25 0.25 221708048 REFICASHOUT 0 265000 264578.15 6.875 0.25 0.25 221708056 PURCH 0 163400 162922.06 8.375 0.25 0.25 221874822 REFICASHOUT 0 180000 180000 6.875 0.25 0.25 221874826 PURCH 0 360000 360000 7.25 0.25 0.25 221874829 PURCH 0 319636 319636 6.625 0.25 0.25 221874844 PURCH 0 331000 330997.24 8 0.25 0.25 221874845 PURCH 0 114550 114550 6.875 0.25 0.25 221708058 PURCH 0 400000 397904.33 6.75 0.25 0.25 221708062 PURCH 0 820000 816253.16 6.5 0.25 0.25 221708065 PURCH 0 160000 159456.03 8 0.25 0.25 221708097 REFICASHOUT 0 250000 249483.5 6.75 0.25 0.25 221708095 REFICASHOUT 0 161000 160315.89 6.875 0.25 0.25 221874846 PURCH 0 472350 472350 6.875 0.25 0.25 221874848 PURCH 0 110650 110650 7.25 0.25 0.25 221874857 PURCH 0 360000 360000 6.5 0.25 0.25 221874862 REFICASHOUT 0 486000 486000 7.5 0.25 0.25 221874868 REFICASHOUT 0 676000 676000 6.875 0.25 0.25 221707535 PURCH 0 201600 201599.1 7.25 0.25 0.25 221708276 PURCH 0 161200 161200 7.25 0.25 0.25 221708277 REFIRT 0 927500 927500 6.875 0.25 0.25 221708280 PURCH 0 219600 219600 8.25 0.25 0.25 221708289 REFICASHOUT 0 405000 404785.91 7.25 0.25 0.25 221707756 PURCH 0 357108 355325.86 7 0.25 0.25 221707766 REFICASHOUT 0 499000 498205.63 6.875 0.25 0.25 221874690 PURCH 0 181350 180656.29 6.25 0.25 0.25 221874704 PURCH 0 188800 187100.87 6.5 0.25 0.25 221874706 PURCH 0 313550 313550 6.5 0.25 0.25 221874833 REFICASHOUT 0 356000 355999.58 6.5 0.25 0.25 221874836 PURCH 0 330400 330400 6.875 0.25 0.25 221874612 REFICASHOUT 0 131750 131389.93 6.99 0.25 0.25 221874615 PURCH 0 175000 173969.3 6.875 0.25 0.25 221874707 PURCH 0 402600 402599.44 7.125 0.25 0.25 221874710 PURCH 0 79500 79500 6.5 0.25 0.25 221874721 PURCH 0 340000 340000 6.875 0.25 0.25 221874722 PURCH 0 216000 216000 7.375 0.25 0.25 221874723 PURCH 0 314300 314300 7.125 0.25 0.25 221708290 PURCH 0 224100 224100 8.375 0.25 0.25 221708298 PURCH 0 178400 178400 6.875 0.25 0.25 221708300 PURCH 0 392500 390749.28 6.625 0.25 0.25 221708303 REFICASHOUT 0 472500 472500 6.875 0.25 0.25 221874620 REFICASHOUT 0 200000 199480.49 6.75 0.25 0.25 221874621 REFICASHOUT 0 208000 207472.75 6.875 0.25 0.25 221874624 REFICASHOUT 0 225000 224429.66 6.875 0.25 0.25 221874625 PURCH 0 240000 239376.59 6.75 0.25 0.25 221708308 PURCH 0 291200 291200 7.375 0.25 0.25 221708330 PURCH 0 150320 149740.59 6.99 0.25 0.25 221708333 PURCH 0 648000 645109.66 6.625 0.25 0.25 221708335 REFIRT 0 236800 236800 6.5 0.25 0.25 221874726 PURCH 0 277250 276799.84 6.875 0.25 0.25 221874742 PURCH 0 293150 293149.99 6.5 0.25 0.25 221874743 REFICASHOUT 0 454500 454500 7.5 0.25 0.25 221874744 PURCH 0 252600 252600 7.125 0.25 0.25 221708336 REFICASHOUT 0 188000 187344.52 7.875 0.25 0.25 221708350 REFICASHOUT 0 117705 117334.03 8.375 0.25 0.25 221708358 REFICASHOUT 0 244000 243192.94 7 0.25 0.25 221708360 PURCH 0 917150 914041.32 6.875 0.25 0.25 221708419 PURCH 0 458400 458400 6.875 0.25 0.25 221708423 PURCH 0 208097 206896.76 6.25 0.25 0.25 221738995 PURCH 0 340000 340000 7.625 0.25 0.25 221739005 REFIRT 0 253000 252099.7 6.625 0.25 0.25 221739006 REFICASHOUT 0 313600 313600 7.375 0.25 0.25 221874748 PURCH 0 162350 162350 6.625 0.25 0.25 221874750 PURCH 0 281750 281750 6.625 0.25 0.25 221874764 PURCH 0 171192 171172.79 6.875 0.25 0.25 221874772 REFICASHOUT 0 167700 167698.62 6.5 0.25 0.25 221874781 PURCH 0 303950 303950 6.5 0.25 0.25 221874786 PURCH 0 163600 163599.4 7.25 0.25 0.25 221874787 PURCH 0 138350 138350 6.875 0.25 0.25 221874789 PURCH 0 447700 447700 6.75 0.25 0.25 221874804 PURCH 0 269950 269950 8.25 0.25 0.25 221874807 PURCH 0 289250 289250 6.375 0.25 0.25 221739014 PURCH 0 240000 239799.73 8.125 0.25 0.25 221739015 REFICASHOUT 0 215000 214441.53 6.75 0.25 0.25 221874847 PURCH 0 267950 267950 6.625 0.25 0.25 221874850 PURCH 0 406750 406750 6.75 0.25 0.25 221874854 PURCH 0 267950 267950 7.25 0.25 0.25 221874810 PURCH 0 360000 360000 6.5 0.25 0.25 221874813 PURCH 0 188050 188049.94 7.375 0.25 0.25 221874815 PURCH 0 183750 183750 6.625 0.25 0.25 221874820 PURCH 0 311500 311500 6.875 0.25 0.25 221739017 REFICASHOUT 0 840000 840000 7.25 0.25 0.25 221739018 PURCH 0 168000 168000 6.625 0.25 0.25 221739021 PURCH 0 336000 335975.34 6.5 0.25 0.25 221739041 PURCH 0 160000 159809.52 6.875 0.25 0.25 221739055 PURCH 0 412000 412000 6.75 0.25 0.25 221874821 REFIRT 0 168800 168735.74 6.875 0.25 0.25 221874827 REFIRT 0 368800 368800 7.375 0.25 0.25 221874834 PURCH 0 220000 220000 7.125 0.25 0.25 221874837 PURCH 0 149600 149600 6.875 0.25 0.25 221874853 PURCH 0 288000 288000 6.625 0.25 0.25 221874860 PURCH 0 264000 264000 7.875 0.25 0.25 221874880 PURCH 0 112000 112000 6.5 0.25 0.25 221874883 REFICASHOUT 0 264000 264000 6.875 0.25 0.25 221739061 PURCH 0 228000 228000 7.5 0.25 0.25 221739074 PURCH 0 245780 245780 8.875 0.25 0.25 221739075 REFICASHOUT 0 106000 105631.84 6.75 0.25 0.25 221739084 REFIRT 0 172425 172253.33 7.75 0.25 0.25 221739067 PURCH 0 107596 107280.66 6.125 0.25 0.25 221739068 PURCH 0 193878 193349.32 6.5 0.25 0.25 221739051 PURCH 0 51750 51594.92 7.5 0.25 0.25 221739091 PURCH 0 116000 115985 8.125 0.25 0.25 221739089 REFIRT 0 108000 107751.94 7.375 0.25 0.25 221874886 REFICASHOUT 0 248000 248000 7.375 0.25 0.25 221874890 PURCH 0 188000 188000 7.125 0.25 0.25 221874895 REFICASHOUT 0 303750 303750 6.875 0.25 0.25 221874897 REFICASHOUT 0 305000 304981.2 6.75 0.25 0.25 221874901 REFICASHOUT 0 340500 340500 7 0.25 0.25 221874909 REFICASHOUT 0 416000 416000 6.5 0.25 0.25 221874914 REFICASHOUT 0 285000 285000 6.875 0.25 0.25 221874919 REFICASHOUT 0 500000 500000 7.25 0.25 0.25 221874926 REFICASHOUT 0 128000 128000 6.5 0.25 0.25 221739107 PURCH 0 142000 142000 6.625 0.25 0.25 221739112 PURCH 0 90997 90997 8 0.25 0.25 221739118 REFICASHOUT 0 238400 238400 7.25 0.25 0.25 221739119 PURCH 0 585950 585950 6.75 0.25 0.25 221739120 PURCH 0 277100 277100 6.875 0.25 0.25 221874932 PURCH 0 282000 282000 6.75 0.25 0.25 221874935 PURCH 0 158400 158400 6.875 0.25 0.25 221538085 PURCH 0 427850 427657 6.875 0.25 0.25 221538303 PURCH 0 179216 179215.99 6.25 0.25 0.25 221739122 PURCH 0 199920 199918.13 6.875 0.25 0.25 221739093 PURCH 0 248000 247994.96 7.25 0.25 0.25 221739095 PURCH 0 308000 308000 8.375 0.25 0.25 221739128 PURCH 0 338400 338400 6.625 0.25 0.25 221739131 REFICASHOUT 0 548000 548000 6.875 0.25 0.25 221538319 PURCH 0 668500 668500 7.375 0.25 0.25 221874947 PURCH 0 600000 600000 7.25 0.25 0.25 221874948 REFICASHOUT 0 214400 214400 6.75 0.25 0.25 221874949 REFICASHOUT 0 290000 289999.88 7.125 0.25 0.25 221739146 REFICASHOUT 0 140000 139513.75 6.75 0.25 0.25 221739147 REFIRT 0 227000 226700.15 6.5 0.25 0.25 221739149 REFICASHOUT 0 168000 168000 7 0.25 0.25 221739154 REFICASHOUT 0 824000 824000 6.875 0.25 0.25 221874951 PURCH 0 189600 189600 8 0.25 0.25 221874956 REFIRT 0 419800 419800 6.375 0.25 0.25 221874960 REFICASHOUT 0 194000 194000 7.5 0.25 0.25 221874967 PURCH 0 142560 142534.57 6.5 0.25 0.25 221739132 PURCH 0 348000 348000 7 0.25 0.25 221739144 REFICASHOUT 0 449000 447916.41 7.125 0.25 0.25 221739106 PURCH 0 167224 167224 6.875 0.25 0.25 221874856 REFIRT 0 364800 364236.62 6.875 0.25 0.25 221739159 PURCH 0 366400 366302.15 6.375 0.25 0.25 221874971 PURCH 0 166988 166988 7 0.25 0.25 221874973 PURCH 0 128000 128000 7.375 0.25 0.25 221874975 PURCH 0 308000 307952.5 7.25 0.25 0.25 221874979 PURCH 0 332000 332000 6.875 0.25 0.25 221739163 REFICASHOUT 0 217500 217500 7.5 0.25 0.25 221739183 REFICASHOUT 0 375000 375000 6.375 0.25 0.25 221739190 REFICASHOUT 0 417600 417600 7 0.25 0.25 221739165 REFICASHOUT 0 543750 543750 6.625 0.25 0.25 221739168 PURCH 0 311900 311900 6.75 0.25 0.25 221739193 REFIRT 0 132000 132000 6.75 0.25 0.25 221739199 PURCH 0 288000 288000 7.875 0.25 0.25 221739206 REFICASHOUT 0 588000 588000 6.75 0.25 0.25 221739207 PURCH 0 248400 248399.98 6.625 0.25 0.25 221739208 REFICASHOUT 0 340000 340000 6.5 0.25 0.25 221874630 PURCH 0 296000 295231.11 6.75 0.25 0.25 221874633 PURCH 0 344000 343061.99 6.5 0.25 0.25 221874634 PURCH 0 364000 363007.45 6.5 0.25 0.25 221874636 REFICASHOUT 0 417000 415726.38 7 0.25 0.25 221874644 PURCH 0 151920 151505.75 6.5 0.25 0.25 221874981 PURCH 0 159900 159900 7 0.25 0.25 221874982 PURCH 0 340792 340792 7.625 0.25 0.25 221874983 PURCH 0 110400 110400 7.25 0.25 0.25 221874985 PURCH 0 192000 192000 8.25 0.25 0.25 221874646 REFIRT 0 265000 264294.7 6.625 0.25 0.25 221874650 REFICASHOUT 0 236000 235521.76 8 0.25 0.25 221874654 REFICASHOUT 0 175000 174607.92 7.5 0.25 0.25 221874658 PURCH 0 255200 254568.77 7 0.25 0.25 221874663 PURCH 0 750000 747904.94 6.375 0.25 0.25 221874987 REFICASHOUT 0 220800 220800 8.25 0.25 0.25 221874989 REFICASHOUT 0 384000 384000 7.25 0.25 0.25 221874995 PURCH 0 150100 150043.08 7.5 0.25 0.25 221875001 PURCH 0 160240 160240 7.375 0.25 0.25 221875005 PURCH 0 159180 159127.77 7.875 0.25 0.25 221875008 REFIRT 0 140000 140000 8.125 0.25 0.25 221875019 REFICASHOUT 0 204000 204000 6.375 0.25 0.25 221875028 PURCH 0 312000 312000 7 0.25 0.25 221875034 PURCH 0 336000 336000 7.125 0.25 0.25 221875036 PURCH 0 538000 538000 6.625 0.25 0.25 221739212 REFICASHOUT 0 256000 256000 6.5 0.25 0.25 221739214 PURCH 0 147012 145996.28 6.125 0.25 0.25 221739217 REFICASHOUT 0 277000 273202.43 6.875 0.25 0.25 221739219 REFICASHOUT 0 200000 198744.17 6.625 0.25 0.25 221739222 PURCH 0 371920 371920 7.75 0.25 0.25 221875038 PURCH 0 292800 292800 6.75 0.25 0.25 221875040 REFICASHOUT 0 310000 310000 6.875 0.25 0.25 221875043 REFIRT 0 330000 329999.98 7.375 0.25 0.25 221875044 REFICASHOUT 0 290000 290000 6.5 0.25 0.25 221875047 PURCH 0 280000 280000 7.25 0.25 0.25 221739201 PURCH 0 300150 300150 6.625 0.25 0.25 221739204 PURCH 0 311950 311948.42 6.875 0.25 0.25 221739179 PURCH 0 154800 154785.97 6.75 0.25 0.25 221739226 REFICASHOUT 0 224000 224000 6.875 0.25 0.25 221875058 PURCH 0 398750 398750 6.99 0.25 0.25 221875063 REFIRT 0 396000 396000 6.875 0.25 0.25 221875064 REFICASHOUT 0 488000 488000 6.75 0.25 0.25 221875065 PURCH 0 298390 298390 6.5 0.25 0.25 221875066 PURCH 0 210800 210800 7 0.25 0.25 221875068 PURCH 0 171950 171950 6.625 0.25 0.25 221875112 PURCH 0 98460 98116.72 7.875 0.25 0.25 221875114 PURCH 0 500000 497875.49 6.875 0.25 0.25 221739229 REFICASHOUT 0 380500 378908.57 6.875 0.25 0.25 221739242 REFICASHOUT 0 353600 352401.47 6.875 0.25 0.25 221739244 PURCH 0 340000 257486.76 6.375 0.25 0.25 221739245 PURCH 0 260000 259797.18 7.25 0.25 0.25 221739246 REFICASHOUT 0 260000 259096.97 6.75 0.25 0.25 221874668 REFIRT 0 185000 184483.22 6.375 0.25 0.25 221874669 REFICASHOUT 0 285000 284259.71 6.75 0.25 0.25 221874672 REFICASHOUT 0 367500 366755.32 8 0.25 0.25 221874675 PURCH 0 382200 380872.54 6.75 0.25 0.25 221739247 PURCH 0 534472 533321.22 9.125 0.25 0.25 221739252 REFIRT 0 167000 167000 6.625 0.25 0.25 221739255 PURCH 0 203992 203992 7.875 0.25 0.25 221875116 REFICASHOUT 0 274000 272748 6.5 0.25 0.25 221875126 PURCH 0 186400 185699.61 7.5 0.25 0.25 221875132 REFICASHOUT 0 196000 195319.28 6.75 0.25 0.25 221875133 PURCH 0 193600 192954.36 7.375 0.25 0.25 221875134 PURCH 0 304000 302918.21 6.625 0.25 0.25 221739236 REFICASHOUT 0 235000 234183.81 6.75 0.25 0.25 221739239 PURCH 0 116000 115730.09 8.75 0.25 0.25 221739241 REFICASHOUT 0 190854 190267.72 7.375 0.25 0.25 221739180 REFIRT 0 280000 280000 6.375 0.25 0.25 221874858 PURCH 0 292000 292000 7 0.25 0.25 221874863 PURCH 0 404000 404000 7 0.25 0.25 221874866 PURCH 0 548000 548000 7.25 0.25 0.25 221874867 PURCH 0 197600 197600 7.625 0.25 0.25 221874872 REFIRT 0 156000 156000 7 0.25 0.25 221874874 REFICASHOUT 0 300000 300000 6.375 0.25 0.25 221875139 REFICASHOUT 0 249300 248704.88 8.625 0.25 0.25 221875141 REFICASHOUT 0 439000 437437.84 6.625 0.25 0.25 221875144 PURCH 0 708000 705356.02 6.375 0.25 0.25 221875147 PURCH 0 188000 187385.57 7.375 0.25 0.25 221875154 REFICASHOUT 0 115500 115178.89 7.875 0.25 0.25 221875156 REFICASHOUT 0 160000 159269.92 6.875 0.25 0.25 221875157 PURCH 0 316500 313275.41 6.75 0.25 0.25 221875160 PURCH 0 202450 201843.35 7.5 0.25 0.25 221875165 REFIRT 0 268800 267953.61 7.25 0.25 0.25 221874875 REFICASHOUT 0 243000 243000 6.875 0.25 0.25 221874876 REFIRT 0 264000 264000 6.875 0.25 0.25 221874879 REFICASHOUT 0 325000 325000 7.25 0.25 0.25 221874893 PURCH 0 241600 241600 7.75 0.25 0.25 221739263 PURCH 0 160000 159336.52 7 0.25 0.25 221739262 PURCH 0 206100 205137.44 8.5 0.25 0.25 221739264 PURCH 0 328550 328550 7 0.25 0.25 221739268 PURCH 0 512000 511770.17 7.375 0.25 0.25 221739270 PURCH 0 319260 319260 6.875 0.25 0.25 221739275 PURCH 0 375500 375499.99 7 0.25 0.25 221875166 REFICASHOUT 0 306500 304981.56 7 0.25 0.25 221875167 PURCH 0 127400 126978.6 7 0.25 0.25 221875175 PURCH 0 152000 151509.44 7.125 0.25 0.25 221875176 REFICASHOUT 0 198900 198192.21 6.625 0.25 0.25 221739281 PURCH 0 312600 312600 6.875 0.25 0.25 221739289 PURCH 0 332750 332750 6.875 0.25 0.25 221739294 PURCH 0 81865 81865 7.25 0.25 0.25 221739298 PURCH 0 259500 259500 6.5 0.25 0.25 221739319 PURCH 0 247950 247950 6.75 0.25 0.25 221875177 PURCH 0 119190 118755.48 6.5 0.25 0.25 221875189 REFICASHOUT 0 488000 485959.85 6.625 0.25 0.25 221875191 REFIRT 0 408000 408000 7.375 0.25 0.25 221875198 PURCH 0 249600 249600 6.5 0.25 0.25 221875199 PURCH 0 192750 192750 7.75 0.25 0.25 221739324 REFICASHOUT 0 305000 305000 6.625 0.25 0.25 221933649 PURCH 0 272000 272000 6.75 0.25 0.25 221933653 PURCH 0 186350 186297.59 6.75 0.25 0.25 221933727 PURCH 0 457350 457350 6.75 0.25 0.25 221874679 PURCH 0 123050 122642.99 7 0.25 0.25 221933483 PURCH 0 247200 247200 6.875 0.25 0.25 221933493 PURCH 0 103920 103920 7.125 0.25 0.25 221707531 REFICASHOUT 0 446400 446400 8.125 0.25 0.25 221507721 REFICASHOUT 0 129500 129500 7.25 0.25 0.25 221933730 REFICASHOUT 0 168000 168000 7 0.25 0.25 221933731 PURCH 0 388000 388000 6.75 0.25 0.25 221933735 PURCH 0 138650 138650 6.875 0.25 0.25 221933659 PURCH 0 448000 448000 6.125 0.25 0.25 221933664 PURCH 0 455600 455600 6.75 0.25 0.25 221875201 PURCH 0 720000 720000 8.75 0.25 0.25 221875205 PURCH 0 275000 274980 6.875 0.25 0.25 221875207 REFIRT 0 242000 242000 7 0.25 0.25 221875210 PURCH 0 153040 153040 7.125 0.25 0.25 221875216 PURCH 0 199500 199500 8.75 0.25 0.25 221933737 PURCH 0 158050 158050 7.5 0.25 0.25 221933741 PURCH 0 153900 153900 6.75 0.25 0.25 221933744 PURCH 0 697600 697600 6.875 0.25 0.25 221933774 PURCH 0 524000 524000 6.875 0.25 0.25 221875223 REFIRT 0 420000 417000 6.875 0.25 0.25 221875225 PURCH 0 171040 171040 7 0.25 0.25 221875227 PURCH 0 346080 346030 6.875 0.25 0.25 221933777 REFICASHOUT 0 412000 412000 6.875 0.25 0.25 221933785 PURCH 0 269500 269500 6.75 0.25 0.25 221933792 REFICASHOUT 0 356000 356000 6.875 0.25 0.25 221933795 PURCH 0 532000 532000 7.625 0.25 0.25 221874938 REFICASHOUT 0 360000 360000 6.625 0.25 0.25 221874944 REFICASHOUT 0 304000 304000 6.875 0.25 0.25 221538038 REFICASHOUT 0 208000 207854.34 7.25 0.25 0.25 221707760 PURCH 0 68030 67963.99 9.375 0.25 0.25 221707763 REFICASHOUT 0 200000 200000 6.75 0.25 0.25 221707771 REFIRT 0 150000 149436.38 7.5 0.25 0.25 221707777 PURCH 0 64000 64000 9.5 0.25 0.25 221707778 REFICASHOUT 0 200000 200000 6.875 0.25 0.25 221538082 PURCH 0 211900 211900 7.25 0.25 0.25 221933410 PURCH 0 394400 394400 7 0.25 0.25 221933415 PURCH 0 455320 454946.9 6.75 0.25 0.25 221933427 PURCH 0 101600 101424.55 6.75 0.25 0.25 221707782 PURCH 0 241172 241172 6.75 0.25 0.25 221707785 PURCH 0 271920 271920 7.5 0.25 0.25 221707786 PURCH 0 165670 165669.38 7.875 0.25 0.25 221707792 PURCH 0 128250 127886.23 8.5 0.25 0.25 221933782 REFICASHOUT 0 225000 225000 6.75 0.25 0.25 221933449 PURCH 0 366852 366852 7.875 0.25 0.25 221875069 PURCH 0 291000 291000 7.25 0.25 0.25 221875070 PURCH 0 500000 491673.02 6.625 0.25 0.25 221875072 PURCH 0 107250 107145.33 11.5 0.25 0.25 221933765 REFICASHOUT 0 486000 484341.2 7.125 0.25 0.25 221933671 PURCH 0 233600 233598.86 7 0.25 0.25 221933674 PURCH 0 231400 231200 6.75 0.25 0.25 221933692 PURCH 0 236750 236750 6.875 0.25 0.25 221875073 REFICASHOUT 0 271600 271498.86 6.875 0.25 0.25 221875083 PURCH 0 264200 264200 7.5 0.25 0.25 221875088 REFIRT 0 311000 311000 8 0.25 0.25 221875100 REFICASHOUT 0 133000 131728.5 7.875 0.25 0.25 221875104 PURCH 0 278800 277726.14 7.375 0.25 0.25 221933696 PURCH 0 304000 304000 6.375 0.25 0.25 221933698 PURCH 0 212000 211951.42 6.75 0.25 0.25 221933701 REFIRT 0 296000 295969.83 6.875 0.25 0.25 221933706 PURCH 0 505850 504257.18 7.25 0.25 0.25 221875107 PURCH 0 64000 63793.11 8.25 0.25 0.25 221708460 PURCH 0 319920 318912.64 7.25 0.25 0.25 221738992 PURCH 0 593600 593599.76 7.25 0.25 0.25 221738996 PURCH 0 308400 308400 6.875 0.25 0.25 221738997 PURCH 0 271200 270495.56 6.75 0.25 0.25 221738999 REFICASHOUT 0 405000 405000 7.375 0.25 0.25 221739011 REFIRT 0 340000 339138.15 6.875 0.25 0.25 221739020 REFICASHOUT 0 516000 514659.68 6.75 0.25 0.25 221739022 PURCH 0 240000 239733.59 7.125 0.25 0.25 221933726 PURCH 0 173800 173800 6.875 0.25 0.25 221739325 PURCH 0 292150 291919.93 6.5 0.25 0.25 221739330 PURCH 0 224750 224749.99 6.5 0.25 0.25 221933642 PURCH 0 215500 215500 6.75 0.25 0.25 221933647 PURCH 0 199920 199920 7 0.25 0.25 221874894 REFICASHOUT 0 340000 340000 6.625 0.25 0.25 221874899 REFICASHOUT 0 544000 544000 6.75 0.25 0.25 221739023 PURCH 0 336800 336800 7.25 0.25 0.25 221739025 REFIRT 0 192000 192000 7 0.25 0.25 221739029 REFIRT 0 112400 112400 8 0.25 0.25 221739031 REFICASHOUT 0 268000 267286.72 6.625 0.25 0.25 221739032 PURCH 0 216000 215935.49 7.125 0.25 0.25 221874696 REFICASHOUT 0 564100 562140.82 6.75 0.25 0.25 221874702 PURCH 0 445410 444147.43 7.875 0.25 0.25 221874705 PURCH 0 153550 152990.2 6.5 0.25 0.25 221874709 PURCH 0 372700 372700 6.625 0.25 0.25 221739039 REFICASHOUT 0 216000 215438.91 6.75 0.25 0.25 221739044 PURCH 0 164000 163613.86 7.25 0.25 0.25 221739048 REFICASHOUT 0 400000 398986.06 6.875 0.25 0.25 221739062 PURCH 0 333600 333587.7 7.125 0.25 0.25 221739063 PURCH 0 843407 843407 8.25 0.25 0.25 221874906 REFICASHOUT 0 295000 295000 6.75 0.25 0.25 221874907 PURCH 0 340000 340000 6.99 0.25 0.25 221874911 REFIRT 0 475000 473899.41 6.99 0.25 0.25 221874920 PURCH 0 175900 175900 7.125 0.25 0.25 221874921 REFICASHOUT 0 516000 516000 7.5 0.25 0.25 221739070 REFIRT 0 191250 191250 7.25 0.25 0.25 221739072 PURCH 0 209600 209600 6.99 0.25 0.25 221739079 REFICASHOUT 0 129600 129287.23 7.125 0.25 0.25 221739080 PURCH 0 132800 132446.54 6.625 0.25 0.25 221739086 PURCH 0 136600 136253.74 6.875 0.25 0.25 221874927 PURCH 0 321600 321600 6.99 0.25 0.25 221874933 PURCH 0 503200 503200 6.99 0.25 0.25 221874936 PURCH 0 621450 621450 6.875 0.25 0.25 221874940 PURCH 0 528000 528000 6.99 0.25 0.25 221874942 PURCH 0 399750 399726.99 7 0.25 0.25 221739090 PURCH 0 200000 199505.3 7 0.25 0.25 221739100 PURCH 0 364000 364000 7.25 0.25 0.25 221739101 REFICASHOUT 0 256800 256800 7.25 0.25 0.25 221739102 PURCH 0 94400 94400 7.5 0.25 0.25 221707796 PURCH 0 291869 291768.98 6.75 0.25 0.25 221874950 REFICASHOUT 0 100000 99800 6 0.25 0.25 221874952 REFICASHOUT 0 344000 344000 6.75 0.25 0.25 221708536 PURCH 0 245234 243785.5 6.125 0.25 0.25 221874954 REFIRT 0 484000 484000 6.5 0.25 0.25 221739105 PURCH 0 184500 180400 7.625 0.25 0.25 221739109 PURCH 0 149400 149400 8 0.25 0.25 221739110 PURCH 0 159600 159030.76 6.625 0.25 0.25 221739113 PURCH 0 135000 134682.15 7.25 0.25 0.25 221739115 PURCH 0 164000 164000 7.5 0.25 0.25 221874955 REFICASHOUT 0 256000 256000 7.5 0.25 0.25 221708144 PURCH 0 333297 333296.99 8.375 0.25 0.25 221708106 PURCH 0 405000 105067.39 7 0.25 0.25 221708107 PURCH 0 378000 275929.44 6.875 0.25 0.25 221708114 PURCH 0 650000 647369.96 7.125 0.25 0.25 221739117 REFIRT 0 70000 69843.16 7.5 0.25 0.25 221739123 REFIRT 0 465600 465600 7.125 0.25 0.25 221739126 PURCH 0 263200 263200 6.99 0.25 0.25 221739127 PURCH 0 284000 283999 6.75 0.25 0.25 221739133 REFICASHOUT 0 238000 238000 6.625 0.25 0.25 221708117 PURCH 0 177600 176932.67 7.5 0.25 0.25 221708118 PURCH 0 179200 178526.64 7.5 0.25 0.25 221708122 REFICASHOUT 0 367500 367500 6.75 0.25 0.25 221708128 REFICASHOUT 0 352000 352000 6.875 0.25 0.25 221708132 REFIRT 0 73700 73352.6 7.375 0.25 0.25 221739137 REFICASHOUT 0 195000 195000 6.75 0.25 0.25 221739138 PURCH 0 321600 320904.24 6.75 0.25 0.25 221739139 REFICASHOUT 0 456000 456000 7.375 0.25 0.25 221739157 REFICASHOUT 0 368000 368000 6.99 0.25 0.25 221739160 REFICASHOUT 0 320000 319698.28 6.875 0.25 0.25 221739166 PURCH 0 318400 318307.13 7 0.25 0.25 221739174 REFICASHOUT 0 372000 372000 7 0.25 0.25 221739175 REFIRT 0 520000 519736.43 6.875 0.25 0.25 221874718 PURCH 0 148000 148000 6.5 0.25 0.25 221874735 PURCH 0 253600 253599.74 6.875 0.25 0.25 221874736 PURCH 0 260400 260400 7.125 0.25 0.25 221874740 PURCH 0 238750 238746.13 6.75 0.25 0.25 221874741 PURCH 0 154450 154449.99 7.125 0.25 0.25 221708137 PURCH 0 160346 159440.38 6.375 0.25 0.25 221874959 PURCH 0 150400 150400 6.875 0.25 0.25 221874964 PURCH 0 208000 208000 7.25 0.25 0.25 221874965 REFICASHOUT 0 178000 178000 7.375 0.25 0.25 221874966 PURCH 0 340000 339999.43 7.5 0.25 0.25 221874746 PURCH 0 300400 300400 7.25 0.25 0.25 221874747 PURCH 0 254400 254400 7.375 0.25 0.25 221874753 PURCH 0 216640 216640 7.125 0.25 0.25 221874757 PURCH 0 224000 224000 5.75 0.25 0.25 221874760 PURCH 0 582850 582850 6.99 0.25 0.25 221707793 REFICASHOUT 0 312000 310966.68 7.25 0.25 0.25 221874986 PURCH 0 232000 232000 7.875 0.25 0.25 221874988 REFIRT 0 253400 253351.77 6.875 0.25 0.25 221874991 PURCH 0 54000 54000 7.125 0.25 0.25 221874763 PURCH 0 307900 307900 8 0.25 0.25 221874765 REFICASHOUT 0 480000 480000 7 0.25 0.25 221874767 REFICASHOUT 0 544000 544000 6.875 0.25 0.25 221874768 PURCH 0 217200 217199.99 6.625 0.25 0.25 221739177 REFICASHOUT 0 207750 207728.8 6.625 0.25 0.25 221739182 PURCH 0 272000 272000 6.875 0.25 0.25 221739186 REFICASHOUT 0 412000 412000 7.5 0.25 0.25 221739187 PURCH 0 216700 216700 6.75 0.25 0.25 221874774 REFICASHOUT 0 220000 220000 7.125 0.25 0.25 221874776 PURCH 0 203200 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PURCH 0 109600 109570 6.875 0.25 0.25 221874870 REFICASHOUT 0 400000 400000 6.625 0.25 0.25 221874877 PURCH 0 220000 220000 6.75 0.25 0.25 221708579 PURCH 0 232000 232000 6.875 0.25 0.25 221708581 PURCH 0 233109 233108.98 7 0.25 0.25 221708586 REFICASHOUT 0 252000 250980.32 7.125 0.25 0.25 221708588 PURCH 0 192988 192987.98 7.875 0.25 0.25 221933460 PURCH 0 212000 212000 6.75 0.25 0.25 221874878 PURCH 0 168720 168720 6.75 0.25 0.25 221874882 PURCH 0 124400 124400 7 0.25 0.25 221874884 PURCH 0 224000 224000 7.875 0.25 0.25 221874891 PURCH 0 159920 159820 7 0.25 0.25 221874900 REFICASHOUT 0 192000 192000 7 0.25 0.25 221708528 PURCH 0 309600 309600 6.25 0.25 0.25 221708589 PURCH 0 213480 212447.18 7.375 0.25 0.25 221708596 REFICASHOUT 0 232500 231767.91 7.25 0.25 0.25 221708597 PURCH 0 339920 339920 6.75 0.25 0.25 221708598 PURCH 0 255200 254115.66 6.875 0.25 0.25 221708604 PURCH 0 198700 197755.8 7.25 0.25 0.25 221708630 PURCH 0 196568 196567.99 6.75 0.25 0.25 221874993 PURCH 0 128160 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0 99760 99237.3 6.75 0.25 0.25 221708092 PURCH 0 336000 334606.45 6.999 0.25 0.25 221707841 REFICASHOUT 0 192500 192445.86 6.75 0.25 0.25 221707855 PURCH 0 404000 402324.42 6.999 0.25 0.25 221708101 PURCH 0 152850 152446.12 8.25 0.25 0.25 221708148 PURCH 0 184573 184573 7.25 0.25 0.25 221708152 PURCH 0 157354 157353.99 8.5 0.25 0.25 221708157 PURCH 0 330050 330050 6.875 0.25 0.25 221708158 REFICASHOUT 0 423300 423300 7.15 0.25 0.25 221875103 REFICASHOUT 0 269000 267590.68 6.75 0.25 0.25 221875217 PURCH 0 176000 175999.96 6.625 0.25 0.25 221707761 PURCH 0 173200 172245.92 6.75 0.25 0.25 221707764 PURCH 0 344000 344000 7.875 0.25 0.25 221875221 PURCH 0 412000 412000 6.875 0.25 0.25 221707800 PURCH 0 187920 187920 7.125 0.25 0.25 221707803 PURCH 0 208000 208000 7.25 0.25 0.25 221707807 PURCH 0 140438 140437.98 6.25 0.25 0.25 221707809 PURCH 0 265044 265044 6.5 0.25 0.25 221708161 PURCH 0 150850 150268.95 7.375 0.25 0.25 221708175 PURCH 0 98400 97992.27 7.75 0.25 0.25 221739337 PURCH 0 163500 162959.21 7 0.25 0.25 221739339 PURCH 0 300800 300800 6.5 0.25 0.25 221707810 PURCH 0 200800 200800 6.875 0.25 0.25 221707812 PURCH 0 309250 307903.64 6.75 0.25 0.25 221707816 REFIRT 0 500000 499002.2 6.875 0.25 0.25 221707818 PURCH 0 159800 159077.2 7.5 0.25 0.25 221707823 REFICASHOUT 0 110000 109597.73 6.625 0.25 0.25 221739344 PURCH 0 173350 173347.32 7.25 0.25 0.25 221739347 PURCH 0 339200 339200 6.875 0.25 0.25 221739360 REFIRT 0 468000 466374.58 6.75 0.25 0.25 221707858 PURCH 0 302349 301298.92 6.75 0.25 0.25 221707861 PURCH 0 103600 102504.24 7 0.25 0.25 221875226 REFIRT 0 137000 137000 7.25 0.25 0.25 221875229 PURCH 0 183400 183400 6.5 0.25 0.25 221933395 REFICASHOUT 0 480000 480000 6.375 0.25 0.25 221933455 REFICASHOUT 0 240000 239615 7.125 0.25 0.25 221707867 PURCH 0 178400 178400 6.99 0.25 0.25 221707868 REFIRT 0 130000 129559.36 6.875 0.25 0.25 221739362 PURCH 0 220000 219197.99 6.5 0.25 0.25 221739363 PURCH 0 400000 399272.73 7.25 0.25 0.25 221739369 REFIRT 0 328000 326888.24 6.875 0.25 0.25 221933648 PURCH 0 394300 134300 6.75 0.25 0.25 221933658 PURCH 0 220500 220500 6.75 0.25 0.25 221933669 PURCH 0 55850 55704.92 6.75 0.25 0.25 221739134 PURCH 0 320000 319188.83 6.875 0.25 0.25 221739140 REFIRT 0 417000 417000 6.875 0.25 0.25 221739370 PURCH 0 308000 308000 7.25 0.25 0.25 221739371 PURCH 0 324000 323638.3 8.125 0.25 0.25 221707869 REFICASHOUT 0 248000 246920.32 6.75 0.25 0.25 221707878 PURCH 0 195624 194792.77 6.875 0.25 0.25 221707881 PURCH 0 200000 199999.98 7.25 0.25 0.25 221707885 PURCH 0 127312 126721.7 7.375 0.25 0.25 221707886 PURCH 0 146840 146051.82 6.625 0.25 0.25 221707888 PURCH 0 191200 191200 8.25 0.25 0.25 221707890 REFICASHOUT 0 105000 105000 6.75 0.25 0.25 221707891 PURCH 0 810000 809999.99 6.625 0.25 0.25 221707827 REFICASHOUT 0 260000 260000 7.25 0.25 0.25 221707829 PURCH 0 266400 265517.12 6.99 0.25 0.25 221707835 PURCH 0 50000 49784.8 7.75 0.25 0.25 221707844 PURCH 0 215920 215005.48 7 0.25 0.25 221707848 PURCH 0 320000 320000 6.875 0.25 0.25 221707894 PURCH 0 139675 136081.49 6.875 0.25 0.25 221874597 PURCH 0 176000 175401.59 8 0.25 0.25 221874606 PURCH 0 102396 102109.96 6.375 0.25 0.25 221874614 REFICASHOUT 0 168000 167443.21 6.99 0.25 0.25 221874618 PURCH 0 200000 199467.68 6.625 0.25 0.25 221874619 REFICASHOUT 0 200000 199480.49 6.75 0.25 0.25 221874623 REFICASHOUT 0 218000 217486.72 7.25 0.25 0.25 221874629 REFICASHOUT 0 288000 286745.29 7.25 0.25 0.25 221874635 REFICASHOUT 0 401250 400281.64 7.125 0.25 0.25 221739143 REFICASHOUT 0 238000 237923.15 7.75 0.25 0.25 221739150 REFICASHOUT 0 321000 321000 6.625 0.25 0.25 221739151 PURCH 0 220000 220000 7 0.25 0.25 221739152 REFICASHOUT 0 246000 246000 6.99 0.25 0.25 221707849 PURCH 0 200205 200204.98 7 0.25 0.25 221707850 PURCH 0 308000 307527.91 7 0.25 0.25 221707851 REFICASHOUT 0 134000 133520.95 7.75 0.25 0.25 221707854 PURCH 0 198000 197402.21 7.5 0.25 0.25 221707856 PURCH 0 391200 391159.75 6.625 0.25 0.25 221707895 PURCH 0 313150 313150 7 0.25 0.25 221707898 PURCH 0 270400 269983.13 6.99 0.25 0.25 221707900 REFICASHOUT 0 455000 453019.12 6.75 0.25 0.25 221874641 REFICASHOUT 0 163000 162576.61 6.75 0.25 0.25 221707862 PURCH 0 235000 234999.98 6.875 0.25 0.25 221707866 PURCH 0 175508 174632.13 7 0.25 0.25 221707872 REFICASHOUT 0 70500 70276.42 9.25 0.25 0.25 221707880 PURCH 0 310800 310800 7.125 0.25 0.25 221707882 PURCH 0 256000 256000 7.625 0.25 0.25 221874647 REFICASHOUT 0 332000 331327.23 8 0.25 0.25 221875123 REFICASHOUT 0 200000 199150.18 6.875 0.25 0.25 221875129 PURCH 0 760000 757424 6.875 0.25 0.25 221875135 REFICASHOUT 0 120000 119640.4 7.5 0.25 0.25 221875136 REFICASHOUT 0 252000 249382.91 7.25 0.25 0.25 221707893 PURCH 0 389703 387508.38 6.375 0.25 0.25 221707906 PURCH 0 455900 455900 8.5 0.25 0.25 221707907 PURCH 0 237150 237150 6.5 0.25 0.25 221707913 PURCH 0 272744 271157.5 6.75 0.25 0.25 221707915 REFICASHOUT 0 244000 242988.01 6.999 0.25 0.25 221875140 PURCH 0 126000 125631.72 7.625 0.25 0.25 221875143 REFICASHOUT 0 532000 530483.47 7.75 0.25 0.25 221875146 REFICASHOUT 0 705000 702491.31 6.625 0.25 0.25 221875151 PURCH 0 71750 71534.98 7.5 0.25 0.25 221875158 REFICASHOUT 0 265000 264123.49 7 0.25 0.25 221875170 REFICASHOUT 0 480000 478373.05 6.875 0.25 0.25 221875172 REFICASHOUT 0 210000 209338.74 7.25 0.25 0.25 221875173 REFIRT 0 171500 170932.76 7 0.25 0.25 221707923 PURCH 0 100875 100875 7.75 0.25 0.25 221707932 REFIRT 0 548000 548000 6.5 0.25 0.25 221707936 PURCH 0 302800 302799.9 6.75 0.25 0.25 221707938 PURCH 0 432000 432000 7 0.25 0.25 221707940 PURCH 0 74950 74623.71 6.75 0.25 0.25 221875174 REFIRT 0 158000 157477.4 7 0.25 0.25 221875180 PURCH 0 196000 195285.48 6.5 0.25 0.25 221875194 PURCH 0 216800 216800 7.375 0.25 0.25 221875208 REFIRT 0 615300 615300 6.875 0.25 0.25 221707945 PURCH 0 272000 272000 6.75 0.25 0.25 221707948 PURCH 0 105560 104921.53 6 0.25 0.25 221707952 PURCH 0 172720 172021.13 7.125 0.25 0.25 221707953 PURCH 0 102821 102227.95 6.25 0.25 0.25 221707959 PURCH 0 321082 321081.37 6.625 0.25 0.25 221875213 REFICASHOUT 0 491000 491000 7.125 0.25 0.25 221875214 PURCH 0 210000 210000 7.625 0.25 0.25 221875215 PURCH 0 395788 395788 7.625 0.25 0.25 221875224 PURCH 0 266000 265995 7.75 0.25 0.25 221875230 PURCH 0 166800 166800 6.375 0.25 0.25 221707971 PURCH 0 428000 426549.28 6.875 0.25 0.25 221707973 REFICASHOUT 0 292500 291163.27 6.5 0.25 0.25 221707976 REFICASHOUT 0 60800 59571.17 8.25 0.25 0.25 221707977 REFICASHOUT 0 228000 227334.46 8.75 0.25 0.25 221875231 REFICASHOUT 0 172000 172000 7.875 0.25 0.25 221538272 REFIRT 0 480000 480000 7 0.25 0.25 221874545 PURCH 0 111930 110190.72 6.25 0.25 0.25 221874546 REFICASHOUT 0 232500 231026.94 6.25 0.25 0.25 221933433 PURCH 0 356000 354683.56 6.125 0.25 0.25 221707978 PURCH 0 276000 274798.4 6.75 0.25 0.25 221707984 REFICASHOUT 0 100000 98792.05 7.5 0.25 0.25 221708186 PURCH 0 256000 256000 7.625 0.25 0.25 221708194 PURCH 0 118160 117806.13 8.625 0.25 0.25 221708198 PURCH 0 232000 232000 7.375 0.25 0.25 221933438 PURCH 0 200000 200000 6.25 0.25 0.25 221933442 REFICASHOUT 0 94700 94700 6.99 0.25 0.25 221874657 PURCH 0 109600 109372.22 7.875 0.25 0.25 221874660 PURCH 0 99900 99702.62 8.125 0.25 0.25 221874661 PURCH 0 147900 147576.81 7.625 0.25 0.25 221739161 REFICASHOUT 0 435000 435000 6.75 0.25 0.25 221739162 PURCH 0 415200 415200 6.75 0.25 0.25 221739169 PURCH 0 90900 90663.87 6.75 0.25 0.25 221739171 REFICASHOUT 0 604000 604000 6.875 0.25 0.25 221739181 PURCH 0 500000 498701.23 6.75 0.25 0.25 221874670 REFICASHOUT 0 262000 261302.69 6.625 0.25 0.25 221874674 REFICASHOUT 0 200000 199415.43 7.625 0.25 0.25 221874682 PURCH 0 354550 353377.3 7 0.25 0.25 221874687 PURCH 0 417000 415442.72 6.5 0.25 0.25 221874689 REFICASHOUT 0 451250 449720.46 6.875 0.25 0.25 221708202 PURCH 0 148000 147588.54 7.875 0.25 0.25 221708203 PURCH 0 206100 206100 7 0.25 0.25 221708207 REFICASHOUT 0 320000 319472.57 6.75 0.25 0.25 221708208 REFICASHOUT 0 225000 225000 6.875 0.25 0.25 221874691 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227250.83 6.75 0.25 0.25 221933729 PURCH 0 265600 265600 6.875 0.25 0.25 221708146 PURCH 0 479700 479700 8 0.25 0.25 221708164 PURCH 0 209560 208467.51 7.125 0.25 0.25 221708166 PURCH 0 367200 365861.34 6.5 0.25 0.25 221708168 REFICASHOUT 0 129000 128542.54 8.375 0.25 0.25 221708169 PURCH 0 140000 139501.8 6.625 0.25 0.25 221933742 PURCH 0 181600 181600 6.5 0.25 0.25 221933745 REFICASHOUT 0 211200 211200 6.875 0.25 0.25 221933757 PURCH 0 313050 311597.05 6.375 0.25 0.25 221933759 PURCH 0 306200 306200 6.5 0.25 0.25 221708171 PURCH 0 52000 52000 8.5 0.25 0.25 221708178 REFICASHOUT 0 192000 192000 7.375 0.25 0.25 221708184 PURCH 0 155010 155010 7.625 0.25 0.25 221739338 PURCH 0 100750 100750 6.625 0.25 0.25 221739340 PURCH 0 289850 288867.55 6.875 0.25 0.25 221933763 PURCH 0 269750 269750 6.875 0.25 0.25 221933766 PURCH 0 280000 279600 7 0.25 0.25 221933776 PURCH 0 167900 167900 7 0.25 0.25 221933784 PURCH 0 280000 280000 6.75 0.25 0.25 221739341 PURCH 0 228000 227624.25 6.75 0.25 0.25 221739352 REFICASHOUT 0 340000 338760.52 6.5 0.25 0.25 221739355 REFICASHOUT 0 200000 199120.39 6.875 0.25 0.25 221739357 PURCH 0 276000 276000 6.75 0.25 0.25 221739364 REFICASHOUT 0 216000 215358.49 6.75 0.25 0.25 221739365 REFIRT 0 290000 290000 7.5 0.25 0.25 221739367 REFICASHOUT 0 288000 288000 7.625 0.25 0.25 221874549 PURCH 0 141300 141177.39 7.99 0.25 0.25 221874553 REFICASHOUT 0 212000 211823.1 8.125 0.25 0.25 221874555 PURCH 0 312000 311577.99 6.875 0.25 0.25 221874556 REFICASHOUT 0 312500 312248.54 8.25 0.25 0.25 221874567 PURCH 0 388000 387504.88 6.625 0.25 0.25 221874568 PURCH 0 534400 533885.14 7.625 0.25 0.25 221874571 REFICASHOUT 0 170000 169809.07 7.25 0.25 0.25 221874573 PURCH 0 132560 132402.18 6.875 0.25 0.25 221874580 PURCH 0 84050 83621.76 7.25 0.25 0.25 221874581 PURCH 0 101650 101154.95 7.125 0.25 0.25 221874588 PURCH 0 152000 151414.53 7.375 0.25 0.25 221874594 PURCH 0 353150 351789.79 7.375 0.25 0.25 221874598 PURCH 0 231900 230803.4 6.5 0.25 0.25 221874603 PURCH 0 139100 138116.15 7 0.25 0.25 221874604 PURCH 0 71000 70811.02 6.625 0.25 0.25 221933799 PURCH 0 428000 428000 7 0.25 0.25 221707765 REFICASHOUT 0 240000 239098.21 7.5 0.25 0.25 221707769 PURCH 0 580000 580000 6.875 0.25 0.25 221707772 REFICASHOUT 0 158400 158293.61 7.125 0.25 0.25 221707775 PURCH 0 395300 394024.23 7.125 0.25 0.25 221874608 PURCH 0 115920 115626.15 6.875 0.25 0.25 221874609 REFIRT 0 120000 119688.29 6.75 0.25 0.25 221874611 REFICASHOUT 0 126000 125703.34 7.25 0.25 0.25 221874613 PURCH 0 153450 152929.87 6.875 0.25 0.25 221874617 REFICASHOUT 0 200000 199492.3 6.875 0.25 0.25 221874627 PURCH 0 276720 276018.55 6.875 0.25 0.25 221874632 REFIRT 0 344000 342552.14 6.375 0.25 0.25 221874637 REFIRT 0 520000 518681.69 6.875 0.25 0.25 221874639 REFICASHOUT 0 810000 807254.52 6.875 0.25 0.25 221874648 REFICASHOUT 0 305000 304350.01 7.75 0.25 0.25 221874651 REFICASHOUT 0 132000 131681.43 7.125 0.25 0.25 221874653 REFICASHOUT 0 60000 59858.72 7.25 0.25 0.25 221707781 PURCH 0 319900 319900 7.125 0.25 0.25 221707788 REFICASHOUT 0 356250 355757.13 7.375 0.25 0.25 221707794 PURCH 0 244000 244000 7.375 0.25 0.25 221707795 PURCH 0 162888 162075.11 7 0.25 0.25 221708109 PURCH 0 354400 353108.02 6.5 0.25 0.25 221874656 REFICASHOUT 0 135000 134666.45 7.625 0.25 0.25 221874659 REFICASHOUT 0 100000 98449.65 7.125 0.25 0.25 221874664 REFIRT 0 260000 259277.68 6.5 0.25 0.25 221874665 PURCH 0 210000 209467.67 6.875 0.25 0.25 221708112 PURCH 0 164800 164800 7.375 0.25 0.25 221708120 PURCH 0 215000 213730.07 6.125 0.25 0.25 221708134 REFICASHOUT 0 84750 84455.65 6.75 0.25 0.25 221708141 PURCH 0 214400 214400 7.125 0.25 0.25 221874666 REFICASHOUT 0 660000 658326.99 6.875 0.25 0.25 221874667 REFICASHOUT 0 224000 223444.85 6.99 0.25 0.25 221874677 PURCH 0 319200 318118.06 6.875 0.25 0.25 221874678 PURCH 0 272000 271122.15 7.125 0.25 0.25 221708469 PURCH 0 146000 146000 6.75 0.25 0.25 221708490 PURCH 0 268000 266526.47 6.5 0.25 0.25 221708499 PURCH 0 192000 191197.78 7.125 0.25 0.25 221708505 PURCH 0 170658 170573.42 7.125 0.25 0.25 221708506 REFICASHOUT 0 256000 256000 7.5 0.25 0.25 221874684 PURCH 0 112550 112119.48 6.25 0.25 0.25 221874686 REFICASHOUT 0 175000 174443.84 7.5 0.25 0.25 221874688 PURCH 0 174300 173764.56 7.375 0.25 0.25 221708508 REFICASHOUT 0 165000 164404.87 8.625 0.25 0.25 221708510 PURCH 0 180650 180650 7 0.25 0.25 221708512 PURCH 0 120000 119698.51 8.375 0.25 0.25 221708516 PURCH 0 200000 199925 7.875 0.25 0.25 221708518 PURCH 0 366400 366399.01 7 0.25 0.25 221708525 REFICASHOUT 0 230000 229239.25 7 0.25 0.25 221708527 PURCH 0 243676 242963.76 7.625 0.25 0.25 221708530 PURCH 0 213400 212835.93 8.125 0.25 0.25 221708531 REFIRT 0 122500 122500 7.75 0.25 0.25 221874885 REFIRT 0 244000 243943.3 6.75 0.25 0.25 221874888 REFIRT 0 89000 89000 6.75 0.25 0.25 221874889 REFIRT 0 131750 131750 7.375 0.25 0.25 221874892 PURCH 0 132000 132000 7.25 0.25 0.25 221874896 REFICASHOUT 0 176000 176000 6.875 0.25 0.25 221708535 PURCH 0 324490 324490 6.875 0.25 0.25 221708539 PURCH 0 204329 203258.49 6.75 0.25 0.25 221708540 PURCH 0 271990 271989.88 7 0.25 0.25 221708548 PURCH 0 227492 226590.62 7.375 0.25 0.25 221874898 PURCH 0 244000 244000 6.625 0.25 0.25 221874902 PURCH 0 440000 440000 6.625 0.25 0.25 221874905 PURCH 0 215200 215132.86 7.125 0.25 0.25 221874913 REFICASHOUT 0 416000 416000 6.875 0.25 0.25 221874917 PURCH 0 139200 139200 6.99 0.25 0.25 221708552 PURCH 0 253600 252675.47 6.5 0.25 0.25 221708563 PURCH 0 300000 298693.94 6.75 0.25 0.25 221708566 REFICASHOUT 0 300000 299169.98 6.5 0.25 0.25 221708568 REFICASHOUT 0 195000 194151.04 6.75 0.25 0.25 221708570 PURCH 0 328000 328000 6.75 0.25 0.25 221874918 REFIRT 0 430000 430000 6.75 0.25 0.25 221874924 PURCH 0 280000 280000 6.375 0.25 0.25 221874929 REFICASHOUT 0 332500 332349.58 7.125 0.25 0.25 221874931 PURCH 0 265550 265549.3 7.5 0.25 0.25 221874934 PURCH 0 200800 200800 6.625 0.25 0.25 221708578 REFICASHOUT 0 360000 360000 7.375 0.25 0.25 221708582 REFICASHOUT 0 155000 154239.23 6.875 0.25 0.25 221708585 PURCH 0 303200 302378.05 8 0.25 0.25 221708587 PURCH 0 530850 530849.56 7.375 0.25 0.25 221708592 PURCH 0 91720 91423.52 8.25 0.25 0.25 221707909 REFICASHOUT 0 129000 128551.95 6.75 0.25 0.25 221708371 PURCH 0 224147 222898.72 6.75 0.25 0.25 221707546 PURCH 0 154700 154259 7.75 0.25 0.25 221707550 REFICASHOUT 0 104000 103568.78 7 0.25 0.25 221707557 PURCH 0 352000 352000 6.5 0.25 0.25 221708603 PURCH 0 415124 415124 7 0.25 0.25 221708605 PURCH 0 192800 192800 6.625 0.25 0.25 221708606 REFICASHOUT 0 384850 384378.24 6.875 0.25 0.25 221708608 REFICASHOUT 0 328000 328000 8.25 0.25 0.25 221707558 REFICASHOUT 0 175500 175499.97 6.875 0.25 0.25 221707609 PURCH 0 99000 98481.29 6.75 0.25 0.25 221707622 REFICASHOUT 0 120000 119565.14 7.875 0.25 0.25 221707572 REFICASHOUT 0 328000 328000 6.875 0.25 0.25 221707574 PURCH 0 436000 435343.99 7.875 0.25 0.25 221708620 PURCH 0 145550 145550 7.125 0.25 0.25 221708626 PURCH 0 239200 238891.74 7.625 0.25 0.25 221708631 PURCH 0 151650 150978.97 7.625 0.25 0.25 221708634 REFIRT 0 438000 435998.64 6.5 0.25 0.25 221738987 REFICASHOUT 0 232000 230947.7 7.25 0.25 0.25 221707579 REFICASHOUT 0 400000 398541.77 6.5 0.25 0.25 221707585 PURCH 0 185900 185900 7.25 0.25 0.25 221707601 PURCH 0 253600 253600 5.75 0.25 0.25 221707597 PURCH 0 127903 127903 6.875 0.25 0.25 221933567 REFICASHOUT 0 416000 416000 6.875 0.25 0.25 221738988 PURCH 0 205560 205002.73 8 0.25 0.25 221933458 PURCH 0 236000 236000 7 0.25 0.25 221874680 PURCH 0 150650 150187.21 7.375 0.25 0.25 221874681 PURCH 0 124500 124098.19 7.125 0.25 0.25 221874683 REFICASHOUT 0 293000 292054.38 7.125 0.25 0.25 221933571 REFICASHOUT 0 408000 408000 7.125 0.25 0.25 221933572 PURCH 0 229600 229600 6.625 0.25 0.25 221933578 PURCH 0 417000 417000 7.375 0.25 0.25 221708636 PURCH 0 560000 557372.57 6.375 0.25 0.25 221874692 REFICASHOUT 0 105000 104626.35 6.625 0.25 0.25 221933514 REFICASHOUT 0 280000 279290.23 6.875 0.25 0.25 221933517 REFICASHOUT 0 425000 424626.23 6.5 0.25 0.25 221933518 PURCH 0 408000 408000 6.75 0.25 0.25 221933519 REFIRT 0 512000 512000 7 0.25 0.25 221933530 REFICASHOUT 0 380000 380000 6.875 0.25 0.25 221933533 PURCH 0 399000 399000 6.25 0.25 0.25 221933543 PURCH 0 472000 472000 6.99 0.25 0.25 221933570 PURCH 0 392000 392000 6.625 0.25 0.25 221933575 REFICASHOUT 0 280000 280000 6.75 0.25 0.25 221933584 PURCH 0 128000 128000 6.25 0.25 0.25 221933585 PURCH 0 215900 215708.22 7.25 0.25 0.25 221933632 PURCH 0 98950 98950 7.25 0.25 0.25 221933633 PURCH 0 163900 163900 7.25 0.25 0.25 221933637 PURCH 0 468000 468000 6.75 0.25 0.25 221933629 PURCH 0 321800 321793.65 6.875 0.25 0.25 221933630 PURCH 0 597650 597650 6.625 0.25 0.25 221933477 PURCH 0 189420 188903.49 6.5 0.25 0.25 221933478 REFIRT 0 249000 249000 7.125 0.25 0.25 221707532 PURCH 0 205800 205800 6.875 0.25 0.25 221707539 PURCH 0 360000 360000 6.875 0.25 0.25 221707542 REFIRT 0 388000 387130.9 7.125 0.25 0.25 221707544 PURCH 0 213600 213600 6.75 0.25 0.25 221933485 PURCH 0 84000 84000 7.5 0.25 0.25 221933499 PURCH 0 223450 223450 6.875 0.25 0.25 221933516 PURCH 0 367200 367200 7.125 0.25 0.25 221507527 REFICASHOUT 0 112000 111637.96 8.25 0.25 0.25 221707545 PURCH 0 98400 98083.71 8.5 0.25 0.25 221707549 PURCH 0 332000 332000 7.25 0.25 0.25 221707552 PURCH 0 503426 503426 6.75 0.25 0.25 221707555 REFICASHOUT 0 336700 335124.09 6.375 0.25 0.25 221707556 REFICASHOUT 0 156000 155000 8.25 0.25 0.25 221707559 REFICASHOUT 0 130500 130052.82 8.875 0.25 0.25 221707560 PURCH 0 241241 241241 7 0.25 0.25 221707562 REFICASHOUT 0 264000 261861.21 6.625 0.25 0.25 221707567 PURCH 0 259020 259000 6.625 0.25 0.25 221707570 PURCH 0 175600 175533.75 6.625 0.25 0.25 221707575 REFICASHOUT 0 375000 373572.94 6.5 0.25 0.25 221707576 REFICASHOUT 0 130000 129552.02 8.875 0.25 0.25 221707581 PURCH 0 245550 245550 8.125 0.25 0.25 221707584 PURCH 0 352000 352000 7.25 0.25 0.25 221707587 PURCH 0 205600 205600 7.25 0.25 0.25 221707534 PURCH 0 396800 396800 6.875 0.25 0.25 221875188 PURCH 0 244800 243970.25 6.875 0.25 0.25 221875190 PURCH 0 210000 210000 7.75 0.25 0.25 221875197 PURCH 0 192750 192750 7.625 0.25 0.25 221875204 PURCH 0 292000 292000 7.75 0.25 0.25 221707590 PURCH 0 176737 176677.17 8.125 0.25 0.25 221707591 PURCH 0 368000 367589.84 6.5 0.25 0.25 221707592 PURCH 0 120000 119593.25 6.875 0.25 0.25 221707593 PURCH 0 400000 400000 7.25 0.25 0.25 221707600 REFICASHOUT 0 200000 199354.47 7.125 0.25 0.25 221707605 PURCH 0 399900 398116.27 6.625 0.25 0.25 221707614 PURCH 0 328000 326888.24 6.875 0.25 0.25 221707618 PURCH 0 285483 285483 6.875 0.25 0.25 221707619 PURCH 0 160450 160450 7.875 0.25 0.25 221707626 PURCH 0 239305 239257.93 6.375 0.25 0.25 221707634 PURCH 0 64000 63798.48 7.25 0.25 0.25 221707651 PURCH 0 504000 504000 9.5 0.25 0.25 221707658 REFICASHOUT 0 198050 198050 8.5 0.25 0.25 221707662 PURCH 0 136874 136873.99 8.375 0.25 0.25 221875206 REFIRT 0 256000 256000 7.25 0.25 0.25 221875209 PURCH 0 164625 164625 7.875 0.25 0.25 221875211 REFIRT 0 577500 577500 7.375 0.25 0.25 221875219 PURCH 0 1000000 1000000 6.875 0.25 0.25 221707663 PURCH 0 158388 157731.22 7 0.25 0.25 221707666 REFIRT 0 354400 354400 8.125 0.25 0.25 221707668 PURCH 0 486700 486699.69 6.75 0.25 0.25 221707672 REFICASHOUT 0 114000 113497.02 7.625 0.25 0.25 221707675 PURCH 0 365406 365161.86 7.125 0.25 0.25 221707677 PURCH 0 134472 134472 7.375 0.25 0.25 221707690 REFICASHOUT 0 235000 235000 6.75 0.25 0.25 221707694 PURCH 0 144800 144577.38 7 0.25 0.25 221707698 REFICASHOUT 0 380000 380000 6.99 0.25 0.25 221707702 REFIRT 0 267750 266516.84 7.375 0.25 0.25 221707704 REFICASHOUT 0 330000 329492.68 7 0.25 0.25 221707707 PURCH 0 174000 174000 7.75 0.25 0.25 221707710 PURCH 0 224000 224000 6.5 0.25 0.25 221707717 PURCH 0 311900 311900 6.875 0.25 0.25 221707726 PURCH 0 293500 293499.99 6.75 0.25 0.25 221707727 PURCH 0 180000 179673.88 6.5 0.25 0.25 221707735 REFICASHOUT 0 264800 264800 7 0.25 0.25 221707740 PURCH 0 172000 172000 9.125 0.25 0.25 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0.25 0.25 221707889 REFICASHOUT 0 212000 212000 6.875 0.25 0.25 221707897 PURCH 0 283700 282464.85 6.75 0.25 0.25 221707899 PURCH 0 147792 147792 6.375 0.25 0.25 221707904 PURCH 0 500000 500000 6.875 0.25 0.25 221707917 PURCH 0 364000 362415.27 6.75 0.25 0.25 221707920 PURCH 0 230632 230005.15 8 0.25 0.25 221707928 PURCH 0 721384 717951.96 7.25 0.25 0.25 221707929 PURCH 0 208700 208134.22 8 0.25 0.25 221707930 REFICASHOUT 0 83700 83413.18 8.875 0.25 0.25 221707934 PURCH 0 220491 220490.98 6.125 0.25 0.25 221707941 PURCH 0 177347 176299.48 6.125 0.25 0.25 221707943 PURCH 0 319200 319200 6.875 0.25 0.25 221707946 PURCH 0 394800 394800 6.75 0.25 0.25 221707950 PURCH 0 145268 145267.88 7.5 0.25 0.25 221707954 REFICASHOUT 0 417000 416646.98 7.25 0.25 0.25 221707955 PURCH 0 223200 222228.23 6.75 0.25 0.25 221707956 PURCH 0 118350 117847.11 6.875 0.25 0.25 221707961 PURCH 0 206915 206915 7.375 0.25 0.25 221707962 REFICASHOUT 0 120000 119492.1 7.5 0.25 0.25 221707965 PURCH 0 68000 67981.2 8.5 0.25 0.25 221707967 REFICASHOUT 0 109000 108586.34 8.375 0.25 0.25 221707968 PURCH 0 244000 243637.79 7.125 0.25 0.25 221875222 PURCH 0 236000 236000 7 0.25 0.25 221875228 REFICASHOUT 0 243000 242815.1 7.375 0.25 0.25 221875232 PURCH 0 160000 159878.25 7.375 0.25 0.25 221708615 PURCH 0 121030 117486.17 6.75 0.25 0.25 221707972 PURCH 0 336000 336000 6.625 0.25 0.25 221707979 PURCH 0 166428 165953.56 7.75 0.25 0.25 221707980 PURCH 0 221550 221550 7.5 0.25 0.25 221707983 PURCH 0 138964 138964 7.5 0.25 0.25 221707993 PURCH 0 112600 112600 8.25 0.25 0.25 221707996 PURCH 0 207920 207232.28 7 0.25 0.25 221708006 REFIRT 0 279000 277898.54 7.25 0.25 0.25 221708008 REFICASHOUT 0 186000 185481.92 7.875 0.25 0.25 221708013 PURCH 0 143920 143920 8.375 0.25 0.25 221708019 PURCH 0 179320 178594.43 7.125 0.25 0.25 221708021 PURCH 0 267752 267752 7.375 0.25 0.25 221708023 PURCH 0 77000 76732.54 6.75 0.25 0.25 221708025 PURCH 0 416732 416531.98 7.5 0.25 0.25 221708026 PURCH 0 164012 162914.09 6.5 0.25 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400000 400000 7.5 0.25 0.25 221708127 REFICASHOUT 0 404000 404000 6.99 0.25 0.25 221708426 PURCH 0 251200 251200 6.99 0.25 0.25 221708431 PURCH 0 151600 150746.25 6.375 0.25 0.25 221708432 REFICASHOUT 0 368000 368000 7.5 0.25 0.25 221708439 REFICASHOUT 0 275000 273859.7 7 0.25 0.25 221708443 REFICASHOUT 0 102000 101571.8 7.875 0.25 0.25 221708519 PURCH 0 296000 296000 7.125 0.25 0.25 221708521 REFICASHOUT 0 235000 234514.49 6.75 0.25 0.25 221708532 PURCH 0 251200 251200 6.75 0.25 0.25 221708533 REFICASHOUT 0 340000 338929.41 7.25 0.25 0.25 221708534 REFIRT 0 345000 343801.76 6.75 0.25 0.25 221708537 PURCH 0 346516 346515.98 7.625 0.25 0.25 221739240 REFICASHOUT 0 190000 189416.36 7.375 0.25 0.25 221739250 PURCH 0 200080 199401.84 6.875 0.25 0.25 221739225 PURCH 0 449100 449100 7.525 0.25 0.25 221739220 REFIRT 0 262000 260146.61 6 0.25 0.25 221875003 PURCH 0 87600 87600 7 0.25 0.25 221875119 PURCH 0 116000 115585.31 7.75 0.25 0.25 221875120 REFICASHOUT 0 365000 363789.92 8.125 0.25 0.25 221875125 PURCH 0 192000 191453.77 8.875 0.25 0.25 221875137 REFIRT 0 849000 846455.92 7.5 0.25 0.25 221708575 REFICASHOUT 0 444000 444000 7.25 0.25 0.25 221708576 PURCH 0 174250 173714.7 7.375 0.25 0.25 221708583 PURCH 0 185550 185550 6.5 0.25 0.25 221708584 REFICASHOUT 0 265000 265000 6.625 0.25 0.25 221708590 PURCH 0 71050 70940.76 7 0.25 0.25 221708591 PURCH 0 450200 450200 7.125 0.25 0.25 221708593 REFICASHOUT 0 170000 169192.2 7.25 0.25 0.25 221708594 REFICASHOUT 0 165000 164424.17 8.875 0.25 0.25 221708595 PURCH 0 239702 239702 7 0.25 0.25 221708599 PURCH 0 221000 219868.63 6.875 0.25 0.25 221708600 REFIRT 0 248000 247998.33 8.125 0.25 0.25 221708602 PURCH 0 260625 260625 7.125 0.25 0.25 221708613 PURCH 0 149102 148521.6 8.25 0.25 0.25 221708617 PURCH 0 184680 183735.63 6.875 0.25 0.25 221708618 PURCH 0 68500 68267.81 6.875 0.25 0.25 221708624 PURCH 0 216000 215267.85 6.875 0.25 0.25 221708627 REFICASHOUT 0 112500 112107.74 7.875 0.25 0.25 221708632 PURCH 0 179657 178620.79 6.25 0.25 0.25 221708635 PURCH 0 212000 211203.42 7.5 0.25 0.25 221875152 REFICASHOUT 0 112000 111688.62 7.875 0.25 0.25 221708639 PURCH 0 186000 185685.5 6.75 0.25 0.25 221708543 PURCH 0 126258 125642.36 7.125 0.25 0.25 221708549 PURCH 0 208000 208000 7 0.25 0.25 221708647 PURCH 0 290000 288674.89 6.5 0.25 0.25 221708649 PURCH 0 101150 100797.34 7.875 0.25 0.25 221738984 PURCH 0 198700 198494.47 7.375 0.25 0.25 221708550 PURCH 0 81000 80732.06 7 0.25 0.25 221708551 PURCH 0 176600 176181.49 7 0.25 0.25 221708554 REFICASHOUT 0 544000 543056.33 7.375 0.25 0.25 221708560 REFICASHOUT 0 221000 221000 6.875 0.25 0.25 221708561 PURCH 0 136000 135146.12 7.125 0.25 0.25 221708565 PURCH 0 200280 200158.65 7.25 0.25 0.25 221708569 REFICASHOUT 0 300000 298452.9 6.999 0.25 0.25 221708643 REFICASHOUT 0 414000 414000 7.5 0.25 0.25 221708640 REFICASHOUT 0 400000 399465.85 7.5 0.25 0.25 221875159 REFICASHOUT 0 170000 169423.79 6.875 0.25 0.25 221875161 PURCH 0 180000 179447.05 7.375 0.25 0.25 221875163 PURCH 0 96400 95401.1 7.25 0.25 0.25 221875168 REFICASHOUT 0 252000 251186.7 7.125 0.25 0.25 221933457 PURCH 0 255440 255440 7.375 0.25 0.25 221933464 PURCH 0 300000 300000 6.875 0.25 0.25 221875169 REFICASHOUT 0 530000 528114.01 6.625 0.25 0.25 221875179 REFIRT 0 109000 108612.13 6.625 0.25 0.25 221875182 REFICASHOUT 0 600000 597946.21 6.875 0.25 0.25 221875183 PURCH 0 104000 103781.83 9.25 0.25 0.25 221708476 PURCH 0 235150 234266.42 7.5 0.25 0.25 221708467 PURCH 0 112150 111670.19 6.875 0.25 0.25 221708477 PURCH 0 460000 457898.09 6.5 0.25 0.25 221708478 PURCH 0 116720 116123.13 6.875 0.25 0.25 221708480 REFICASHOUT 0 150000 149362.66 6.875 0.25 0.25 221708483 REFICASHOUT 0 188000 187999.13 6.75 0.25 0.25 221708484 REFICASHOUT 0 213600 213352.78 8 0.25 0.25 221708489 PURCH 0 503950 503906.55 6.75 0.25 0.25 221708494 PURCH 0 352792 352792 6.125 0.25 0.25 221708495 REFICASHOUT 0 79000 78718.86 6.625 0.25 0.25 221933531 REFIRT 0 500000 500000 6.75 0.25 0.25 221933526 REFICASHOUT 0 138000 138000 7.125 0.25 0.25 221933537 PURCH 0 344000 344000 6.5 0.25 0.25 221933541 PURCH 0 115200 115095.29 6.375 0.25 0.25 221933544 PURCH 0 218400 218400 6.99 0.25 0.25 221933565 PURCH 0 514400 514400 7.375 0.25 0.25 221707596 PURCH 0 50000 49744.31 6.875 0.25 0.25 221707565 REFICASHOUT 0 231000 230644.87 7 0.25 0.25 221707566 PURCH 0 223392 223392 6.25 0.25 0.25 221707602 PURCH 0 185500 184631.78 6.375 0.25 0.25 221707608 REFICASHOUT 0 460000 458721.2 7.875 0.25 0.25 221707537 PURCH 0 456000 456000 6.75 0.25 0.25 221707540 PURCH 0 560000 560000 6.875 0.25 0.25 221707541 PURCH 0 336000 335869.97 6.875 0.25 0.25 221707633 REFICASHOUT 0 216000 216000 7.5 0.25 0.25 221707637 PURCH 0 171000 171000 7.375 0.25 0.25 221707639 PURCH 0 76650 76350.79 7.125 0.25 0.25 221707641 REFICASHOUT 0 98550 98254.84 8.625 0.25 0.25 221707642 PURCH 0 361600 361600 7.25 0.25 0.25 221707645 PURCH 0 256500 255462.14 7.125 0.25 0.25 221707650 REFICASHOUT 0 100000 100000 7 0.25 0.25 221707659 REFIRT 0 284000 283672.76 6.999 0.25 0.25 221707665 PURCH 0 238500 238181.54 7.5 0.25 0.25 221707667 REFICASHOUT 0 56000 55799.77 7.75 0.25 0.25 221707671 REFICASHOUT 0 975000 971514.54 7.75 0.25 0.25 221707673 PURCH 0 386950 385265.33 6.75 0.25 0.25 221707678 PURCH 0 125800 125663.93 8.25 0.25 0.25 221707679 PURCH 0 181600 180693.73 7 0.25 0.25 221707680 PURCH 0 252000 252000 6.875 0.25 0.25 221707686 PURCH 0 90800 90399.35 7.625 0.25 0.25 221707688 REFICASHOUT 0 102000 100440.34 7.5 0.25 0.25 221707689 PURCH 0 340000 340000 6.5 0.25 0.25 221707692 PURCH 0 83500 83500 9.5 0.25 0.25 221707697 PURCH 0 180728 179890.07 7.375 0.25 0.25 221707699 REFICASHOUT 0 208000 208000 6.99 0.25 0.25 221707706 REFICASHOUT 0 384000 382592.58 7.625 0.25 0.25 221707711 PURCH 0 296800 295196.52 7.25 0.25 0.25 221707714 PURCH 0 229279 228280.8 6.75 0.25 0.25 221707715 REFICASHOUT 0 81800 81492.16 7.625 0.25 0.25 221707723 PURCH 0 464000 464000 7.25 0.25 0.25 221707724 REFICASHOUT 0 169200 168754.58 9.25 0.25 0.25 221707728 PURCH 0 712000 708900.22 6.75 0.25 0.25 221707744 PURCH 0 116000 115634.72 7.25 0.25 0.25 221707751 REFICASHOUT 0 136000 135592.46 7.5 0.25 0.25 221707755 REFICASHOUT 0 205000 204094.01 7.125 0.25 0.25 221707798 REFICASHOUT 0 160000 157851.72 6.375 0.25 0.25 221707811 REFIRT 0 60250 59997.07 7.875 0.25 0.25 221707815 PURCH 0 431200 431200 6.999 0.25 0.25 221707821 PURCH 0 396000 394357.62 6.999 0.25 0.25 221707824 PURCH 0 146390 146389.98 8.375 0.25 0.25 221707543 REFIRT 0 355000 353454.45 6.75 0.25 0.25 221707831 REFIRT 0 589500 589500 6.625 0.25 0.25 221707834 PURCH 0 97464 97464 6.375 0.25 0.25 221707836 PURCH 0 85000 84732.35 7.25 0.25 0.25 221707837 PURCH 0 256772 256771.98 8 0.25 0.25 221707838 PURCH 0 291050 291050 7.75 0.25 0.25 221707840 PURCH 0 488150 488150 6.625 0.25 0.25 221707843 PURCH 0 70000 69999.9 8.25 0.25 0.25 221707845 PURCH 0 180000 180000 7.125 0.25 0.25 221707847 PURCH 0 199500 199181.07 8.99 0.25 0.25 221707853 PURCH 0 203992 203991.98 7.125 0.25 0.25 221707857 REFICASHOUT 0 123200 122857.48 7.875 0.25 0.25 221707859 PURCH 0 216590 215971.28 7 0.25 0.25 221707865 REFIRT 0 615500 615499 6.5 0.25 0.25 221707874 PURCH 0 101000 100560.3 6.75 0.25 0.25 221707876 PURCH 0 179150 178370.02 6.75 0.25 0.25 221707879 REFIRT 0 262000 261108.69 6.875 0.25 0.25 221707887 PURCH 0 404000 404000 7.25 0.25 0.25 221708187 REFICASHOUT 0 120000 119519.2 8.125 0.25 0.25 221708191 REFICASHOUT 0 240000 239561.4 6.375 0.25 0.25 221708193 PURCH 0 447920 446194.78 7.375 0.25 0.25 221708209 PURCH 0 251750 250332.22 6.375 0.25 0.25 221708212 REFICASHOUT 0 355200 355096.55 6.99 0.25 0.25 221708214 PURCH 0 306400 305098.11 6.875 0.25 0.25 221708220 PURCH 0 100000 99614.82 7.375 0.25 0.25 221708224 PURCH 0 481520 481520 7.25 0.25 0.25 221708229 REFICASHOUT 0 536000 534312.25 7.25 0.25 0.25 221708239 REFICASHOUT 0 400000 400000 7 0.25 0.25 221708246 PURCH 0 199960 198877.85 6.875 0.25 0.25 221708250 PURCH 0 122304 121598.58 6.25 0.25 0.25 221708252 PURCH 0 222885 221536.93 6 0.25 0.25 221708262 PURCH 0 375000 373286.48 6.5 0.25 0.25 221708263 REFICASHOUT 0 165600 165600 8.25 0.25 0.25 221708266 REFICASHOUT 0 110000 109756.5 6.5 0.25 0.25 221708268 REFICASHOUT 0 175000 174274.18 6.999 0.25 0.25 221708270 REFICASHOUT 0 122000 121596.48 7 0.25 0.25 221708278 PURCH 0 90000 89695.95 7.99 0.25 0.25 221708279 REFICASHOUT 0 305000 303940.7 6.75 0.25 0.25 221708284 REFICASHOUT 0 259250 259250 7.5 0.25 0.25 221708285 PURCH 0 213100 213098.81 8.375 0.25 0.25 221708287 PURCH 0 250000 249107.93 7.125 0.25 0.25 221708293 REFICASHOUT 0 480000 477806.72 6.5 0.25 0.25 221708294 PURCH 0 112125 112121.58 6.625 0.25 0.25 221708297 PURCH 0 131950 131466.36 7.625 0.25 0.25 221708309 PURCH 0 218902 217901.78 6.5 0.25 0.25 221708312 REFICASHOUT 0 120000 119581.6 7.875 0.25 0.25 221708313 REFICASHOUT 0 200000 199992.5 7.875 0.25 0.25 221708315 REFICASHOUT 0 168000 167188.69 6.875 0.25 0.25 221708316 REFICASHOUT 0 129500 127167.02 7.75 0.25 0.25 221708317 REFICASHOUT 0 375000 373519.54 7.25 0.25 0.25 221708320 PURCH 0 204000 203293.58 7.125 0.25 0.25 221708324 REFICASHOUT 0 250000 246092.17 6.75 0.25 0.25 221708328 PURCH 0 138343 137725.92 6.625 0.25 0.25 221708331 PURCH 0 193211 193130.69 6.5 0.25 0.25 221708334 REFICASHOUT 0 62050 62050 8.75 0.25 0.25 221708338 PURCH 0 245480 245480 7.375 0.25 0.25 221708343 PURCH 0 239199 239198.98 6.375 0.25 0.25 221708346 REFICASHOUT 0 47500 47337.21 8.875 0.25 0.25 221708352 PURCH 0 170000 170000 7.875 0.25 0.25 221708353 REFICASHOUT 0 145000 144985 6.875 0.25 0.25 221708355 PURCH 0 207590 207590 6.5 0.25 0.25 221708365 REFICASHOUT 0 355000 355000 7.375 0.25 0.25 221708369 PURCH 0 170175 169150.57 7.5 0.25 0.25 221707825 PURCH 0 363800 363800 6.875 0.25 0.25 221708370 PURCH 0 107053 106603.65 7.875 0.25 0.25 221708376 REFICASHOUT 0 500000 498139.79 7.75 0.25 0.25 221707896 PURCH 0 144000 142262.94 7.625 0.25 0.25 221707901 PURCH 0 300214 300213.4 7.375 0.25 0.25 221707903 REFICASHOUT 0 145000 143032.46 6.25 0.25 0.25 221707623 REFICASHOUT 0 750000 750000 7.125 0.25 0.25 221707905 PURCH 0 166000 165421.24 7.875 0.25 0.25 221707912 PURCH 0 211200 211200 7 0.25 0.25 221707918 PURCH 0 150916 150915.98 6.875 0.25 0.25 221707925 REFICASHOUT 0 90000 88395.97 7.875 0.25 0.25 221707935 PURCH 0 313760 313760 6.625 0.25 0.25 221707939 REFICASHOUT 0 548000 544499.9 6.999 0.25 0.25 221707944 REFICASHOUT 0 229500 228923.39 8.375 0.25 0.25 221707947 REFICASHOUT 0 258000 257800.02 6.875 0.25 0.25 221707951 REFICASHOUT 0 164000 164000 6.5 0.25 0.25 221707960 REFICASHOUT 0 160000 159336.56 7 0.25 0.25 221707964 PURCH 0 284856 283758.85 7.375 0.25 0.25 221707969 REFICASHOUT 0 400000 399317.55 6.625 0.25 0.25 221707970 PURCH 0 90250 89999.09 7.875 0.25 0.25 221707974 PURCH 0 250000 250000 6.375 0.25 0.25 221707975 REFICASHOUT 0 412000 411651.21 7.25 0.25 0.25 221707981 PURCH 0 180000 179177.53 6.5 0.25 0.25 221707982 PURCH 0 151920 151410.98 7.5 0.25 0.25 221707989 PURCH 0 440000 438130.42 6.875 0.25 0.25 221707992 PURCH 0 112600 112600 8.25 0.25 0.25 221707995 PURCH 0 332800 332796.98 6.875 0.25 0.25 221707999 PURCH 0 292000 290759.3 6.875 0.25 0.25 221708004 PURCH 0 178160 177585.01 7.125 0.25 0.25 221708007 REFICASHOUT 0 300000 298958.07 6.75 0.25 0.25 221708009 REFIRT 0 316000 316000 7.125 0.25 0.25 221708016 PURCH 0 720000 720000 6.75 0.25 0.25 221708020 PURCH 0 175463 175455.42 7 0.25 0.25 221708022 PURCH 0 800000 800000 8.625 0.25 0.25 221708027 REFICASHOUT 0 507000 505594.37 9 0.25 0.25 221708031 REFICASHOUT 0 254000 252748.04 6.375 0.25 0.25 221708041 REFICASHOUT 0 97600 97218.53 8.25 0.25 0.25 221708042 REFICASHOUT 0 100000 99999.99 6.875 0.25 0.25 221708044 PURCH 0 315278 315277.99 7.125 0.25 0.25 221708045 REFICASHOUT 0 388000 386404.78 7.5 0.25 0.25 221708049 REFICASHOUT 0 600000 600000 7.625 0.25 0.25 221708050 REFICASHOUT 0 280000 278781 6.75 0.25 0.25 221708051 PURCH 0 200913 199860.39 6.75 0.25 0.25 221708055 PURCH 0 413407 411134.03 6.5 0.25 0.25 221708060 PURCH 0 275250 275250 6.875 0.25 0.25 221708063 PURCH 0 404700 404162.11 6.75 0.25 0.25 221708064 REFIRT 0 210000 209045.42 6.875 0.25 0.25 221708066 PURCH 0 293084 293084 7.25 0.25 0.25 221708071 PURCH 0 114953 114365.2 6.875 0.25 0.25 221708080 PURCH 0 439200 439162 7 0.25 0.25 221708084 REFICASHOUT 0 505000 502801.43 6.75 0.25 0.25 221708089 REFIRT 0 250000 248404.25 6.625 0.25 0.25 221708100 PURCH 0 142619 142619 7.5 0.25 0.25 221708102 PURCH 0 207428 206611.21 7.75 0.25 0.25 221708103 PURCH 0 271200 271200 6.999 0.25 0.25 221708149 PURCH 0 231200 231200 6.75 0.25 0.25 221708150 REFICASHOUT 0 238000 237998.01 6.875 0.25 0.25 221708160 REFIRT 0 231300 231064.58 6.75 0.25 0.25 221708165 PURCH 0 141032 141032 7.375 0.25 0.25 221708170 PURCH 0 71000 70786.23 7.75 0.25 0.25 221708172 PURCH 0 118000 117522.52 7.125 0.25 0.25 221708174 REFICASHOUT 0 316000 314902.5 6.75 0.25 0.25 221708177 REFICASHOUT 0 160000 160000 7.25 0.25 0.25 221708180 PURCH 0 398050 396317.02 6.75 0.25 0.25 221739343 REFICASHOUT 0 811000 806851.15 6.75 0.25 0.25 221739346 REFICASHOUT 0 340000 340000 6.875 0.25 0.25 221739351 PURCH 0 253909 253635.62 8.25 0.25 0.25 221739358 PURCH 0 282800 282800 6.5 0.25 0.25 221739361 REFIRT 0 419500 419500 6.875 0.25 0.25 221739368 REFICASHOUT 0 340215 339195.52 7.5 0.25 0.25 221739372 REFICASHOUT 0 421400 419927.6 7.25 0.25 0.25 221739373 PURCH 0 440000 440000 7 0.25 0.25 221739374 PURCH 0 444000 443963.73 6.5 0.25 0.25 221874551 PURCH 0 148000 147811.14 6.625 0.25 0.25 221874562 PURCH 0 400000 399571.36 7.25 0.25 0.25 221874569 PURCH 0 208000 207832.63 8.25 0.25 0.25 221874572 PURCH 0 129336 129231.93 8.25 0.25 0.25 221874574 REFICASHOUT 0 292000 291652.38 6.875 0.25 0.25 221874577 REFICASHOUT 0 181600 181376.14 6.75 0.25 0.25 221874578 PURCH 0 424000 423317.9 6.875 0.25 0.25 221874582 PURCH 0 209600 208887.36 8 0.25 0.25 221874586 PURCH 0 118400 117955.12 7.5 0.25 0.25 221874591 PURCH 0 151900 151329.24 7.5 0.25 0.25 221874592 PURCH 0 110550 110091.55 7 0.25 0.25 221874596 PURCH 0 130400 129832.24 6.75 0.25 0.25 221874599 PURCH 0 110000 109576.29 7.375 0.25 0.25 221874601 PURCH 0 97600 97233.25 7.5 0.25 0.25 221874605 REFICASHOUT 0 100000 97814.41 7.25 0.25 0.25 221874616 PURCH 0 200000 199427.72 6.25 0.25 0.25 221874622 PURCH 0 213908 213352.36 6.75 0.25 0.25 221874626 REFICASHOUT 0 255500 254913.15 7.375 0.25 0.25 221874628 PURCH 0 280000 279324.24 7.125 0.25 0.25 221874631 REFIRT 0 298000 297280.82 7.125 0.25 0.25 221874638 REFIRT 0 558500 556977.1 6.5 0.25 0.25 221874640 PURCH 0 383520 382594.43 7.125 0.25 0.25 221874642 REFICASHOUT 0 153900 153577.1 7.875 0.25 0.25 221874643 PURCH 0 324000 323158.4 6.75 0.25 0.25 221874645 PURCH 0 203920 203381.43 7.125 0.25 0.25 221874655 PURCH 0 167200 166806.34 7.25 0.25 0.25 221874676 REFICASHOUT 0 128250 127893.46 7.875 0.25 0.25 221874685 PURCH 0 92450 92158.88 7.25 0.25 0.25 221874693 REFICASHOUT 0 455000 453457.77 6.875 0.25 0.25 221874695 REFICASHOUT 0 441000 439611.38 7.25 0.25 0.25 221874697 PURCH 0 180000 179389.87 6.875 0.25 0.25 221874699 REFICASHOUT 0 300000 298983.14 6.875 0.25 0.25 221874703 REFICASHOUT 0 169600 169065.96 7.25 0.25 0.25 221874714 PURCH 0 274400 274400 7.375 0.25 0.25 221874717 PURCH 0 264800 264800 6.5 0.25 0.25 221874720 PURCH 0 195936 195935.45 7.25 0.25 0.25 221874725 PURCH 0 124450 124450 7.25 0.25 0.25 221874728 PURCH 0 208300 208300 7.875 0.25 0.25 221874730 PURCH 0 339700 339700 6.75 0.25 0.25 221874731 PURCH 0 219150 219150 7.375 0.25 0.25 221874738 PURCH 0 167500 167500 6.375 0.25 0.25 221874755 PURCH 0 400000 400000 7.875 0.25 0.25 221874761 PURCH 0 288800 288800 6.125 0.25 0.25 221874762 PURCH 0 417000 417000 6.75 0.25 0.25 221874771 PURCH 0 284000 284000 7 0.25 0.25 221874775 PURCH 0 292750 292750 6.875 0.25 0.25 221874785 PURCH 0 183200 183200 6.75 0.25 0.25 lmsid othfee pmifee pandi cutoff origdate fpdate paid2date ---------------------------------------------------------------------------------------------------------------------------------- 221707757 0.0135 0 581.24 2/1/2007 8/4/2006 10/1/2006 1/1/2007 221707759 0.0135 0 809.27 2/1/2007 7/20/2006 9/1/2006 2/1/2007 221874732 0.0135 0 1201.96 2/1/2007 8/31/2006 10/1/2006 1/1/2007 221874734 0.0135 0 1329.17 2/1/2007 8/22/2006 10/1/2006 1/1/2007 221874739 0.0135 0 2429.17 2/1/2007 8/30/2006 10/1/2006 2/1/2007 221874745 0.0135 0 1742.02 2/1/2007 8/28/2006 10/1/2006 12/1/2006 221874749 0.0135 0 1180.44 2/1/2007 8/1/2006 10/1/2006 1/1/2007 221874751 0.0135 0 1926.69 2/1/2007 8/1/2006 10/1/2006 2/1/2007 221874754 0.0135 0 1250 2/1/2007 9/29/2006 11/1/2006 1/1/2007 221874758 0.0135 0 1542.63 2/1/2007 9/29/2006 11/1/2006 1/1/2007 221874759 0.0135 0 1806.25 2/1/2007 9/25/2006 11/1/2006 1/1/2007 221874766 0.0135 0 1631.25 2/1/2007 9/21/2006 11/1/2006 1/1/2007 221874769 0.0135 0 2347.04 2/1/2007 9/19/2006 11/1/2006 1/1/2007 221874770 0.0135 0 1057.22 2/1/2007 9/20/2006 11/1/2006 2/1/2007 221874773 0.0135 0 979.42 2/1/2007 9/20/2006 11/1/2006 2/1/2007 221874777 0.0135 0 4573.54 2/1/2007 9/25/2006 11/1/2006 1/1/2007 221874778 0.0135 0 843.65 2/1/2007 9/5/2006 11/1/2006 1/1/2007 221874780 0.0135 0 2010.36 2/1/2007 9/8/2006 11/1/2006 1/1/2007 221874782 0.0135 0 1597.75 2/1/2007 9/5/2006 10/1/2006 1/1/2007 221874795 0.0135 0 884.69 2/1/2007 9/8/2006 11/1/2006 1/1/2007 221874797 0.0135 0 1744.31 2/1/2007 9/1/2006 11/1/2006 1/1/2007 221874800 0.0135 0 867.79 2/1/2007 9/13/2006 11/1/2006 2/1/2007 221874806 0.0135 0 1468.73 2/1/2007 9/1/2006 11/1/2006 1/1/2007 221874811 0.0135 0 1162.42 2/1/2007 9/27/2006 11/1/2006 1/1/2007 221874812 0.0135 0 2032.14 2/1/2007 9/22/2006 11/1/2006 1/1/2007 221874814 0.0135 0 2048.44 2/1/2007 9/19/2006 11/1/2006 1/1/2007 221874817 0.0135 0 988 2/1/2007 9/8/2006 11/1/2006 2/1/2007 221874819 0.0135 0 2409.17 2/1/2007 9/19/2006 11/1/2006 1/1/2007 221874823 0.0135 0 794.93 2/1/2007 9/27/2006 11/1/2006 1/1/2007 221874828 0.0135 0 1462.5 2/1/2007 9/19/2006 11/1/2006 1/1/2007 221874831 0.0135 0 2474.44 2/1/2007 9/27/2006 11/1/2006 1/1/2007 221874835 0.0135 0 3356.67 2/1/2007 9/26/2006 11/1/2006 1/1/2007 221874838 0.0135 0 2031.75 2/1/2007 9/22/2006 11/1/2006 2/1/2007 221874840 0.0135 0 1373.67 2/1/2007 9/27/2006 11/1/2006 1/1/2007 221874841 0.0135 0 883.06 2/1/2007 9/20/2006 11/1/2006 1/1/2007 221874843 0.0135 0 2817.75 2/1/2007 9/22/2006 11/1/2006 1/1/2007 221874548 0.0135 0 698.1 2/1/2007 10/23/2006 12/1/2006 1/1/2007 221874552 0.0135 0 1224.75 2/1/2007 10/6/2006 12/1/2006 1/1/2007 221874559 0.0135 0 2143.3 2/1/2007 10/13/2006 12/1/2006 1/1/2007 221874544 0.0135 0 495.55 2/1/2007 10/26/2006 12/1/2006 2/1/2007 221874565 0.0135 0 1018.47 2/1/2007 10/26/2006 12/1/2006 1/1/2007 221874566 0.0135 0 933.19 2/1/2007 10/31/2006 12/1/2006 1/1/2007 221874576 0.0135 0 2292.76 2/1/2007 10/23/2006 12/1/2006 2/1/2007 221874579 0.0135 0 1719.57 2/1/2007 9/15/2006 11/1/2006 1/1/2007 221874589 0.0135 0 636.17 2/1/2007 8/22/2006 10/1/2006 1/1/2007 221874590 0.0135 0 550.89 2/1/2007 8/15/2006 10/1/2006 3/1/2007 221874595 0.0135 0 910.95 2/1/2007 8/28/2006 10/1/2006 2/1/2007 221933394 0.0135 0 1085.97 2/1/2007 11/1/2006 12/1/2006 2/1/2007 221707758 0.0135 0 6163.54 2/1/2007 8/21/2006 10/1/2006 1/1/2007 221874652 0.0135 0 778.53 2/1/2007 10/26/2006 12/1/2006 1/1/2007 221875117 0.0135 0 447.51 2/1/2007 8/24/2006 10/1/2006 1/1/2007 221875122 0.0135 0 1406.65 2/1/2007 8/30/2006 10/1/2006 2/1/2007 221707902 0.0135 0 1101.41 2/1/2007 8/1/2006 10/1/2006 2/1/2007 221707908 0.0135 0 1062.81 2/1/2007 7/24/2006 9/1/2006 2/1/2007 221707910 0.0135 0 725 2/1/2007 9/28/2006 11/1/2006 1/1/2007 221707911 0.0135 0 1691.67 2/1/2007 9/16/2006 11/1/2006 1/1/2007 221707914 0.0135 0 562.55 2/1/2007 8/1/2006 10/1/2006 2/1/2007 221707919 0.0135 0 2151.05 2/1/2007 9/21/2006 11/1/2006 1/1/2007 221707921 0.0135 0 1277.82 2/1/2007 6/23/2006 8/1/2006 1/1/2007 221707922 0.0135 0 4740.51 2/1/2007 9/25/2006 11/1/2006 1/1/2007 221707924 0.0135 0 622.86 2/1/2007 9/22/2006 11/1/2006 2/1/2007 221707762 0.0135 0 1251.2 2/1/2007 7/27/2006 9/1/2006 1/1/2007 221707773 0.0135 0 1995.91 2/1/2007 8/31/2006 10/1/2006 1/1/2007 221874790 0.0135 0 883.2 2/1/2007 9/18/2006 11/1/2006 1/1/2007 221874791 0.0135 0 2001.85 2/1/2007 9/6/2006 11/1/2006 1/1/2007 221874793 0.0135 0 1379.63 2/1/2007 9/15/2006 11/1/2006 1/1/2007 221707926 0.0135 0 1266.56 2/1/2007 8/25/2006 10/1/2006 1/1/2007 221707927 0.0135 0 940.72 2/1/2007 8/22/2006 10/1/2006 2/1/2007 221707931 0.0135 0 2928.35 2/1/2007 8/30/2006 10/1/2006 1/1/2007 221707937 0.0135 0 1512.5 2/1/2007 8/24/2006 10/1/2006 1/1/2007 221707942 0.0135 0 3225.95 2/1/2007 9/19/2006 11/1/2006 2/1/2007 221707958 0.0135 0 972.47 2/1/2007 9/22/2006 11/1/2006 2/1/2007 221707966 0.0135 0 1383.07 2/1/2007 8/25/2006 10/1/2006 1/1/2007 221707990 0.0135 0 1231.43 2/1/2007 8/24/2006 10/1/2006 1/1/2007 221707991 0.0135 0 864.91 2/1/2007 7/24/2006 9/1/2006 1/1/2007 221707997 0.0135 0 1004.85 2/1/2007 8/18/2006 10/1/2006 2/1/2007 221707998 0.0135 0 1885.74 2/1/2007 8/1/2006 10/1/2006 2/1/2007 221708011 0.0135 0 2154.17 2/1/2007 8/22/2006 10/1/2006 2/1/2007 221708012 0.0135 0 629.74 2/1/2007 6/9/2006 8/1/2006 1/1/2007 221708015 0.0135 0 1961.59 2/1/2007 8/25/2006 10/1/2006 1/1/2007 221874798 0.0135 0 2187.97 2/1/2007 9/18/2006 11/1/2006 1/1/2007 221874805 0.0135 0 2056.54 2/1/2007 9/19/2006 11/1/2006 1/1/2007 221874809 0.0135 0 2247.47 2/1/2007 9/14/2006 11/1/2006 2/1/2007 221874818 0.0135 0 1827 2/1/2007 9/20/2006 11/1/2006 1/1/2007 221708017 0.0135 0 1726.69 2/1/2007 8/23/2006 10/1/2006 1/1/2007 221708024 0.0135 0 1689.38 2/1/2007 9/15/2006 11/1/2006 1/1/2007 221708046 0.0135 0 3545.45 2/1/2007 7/28/2006 9/1/2006 1/1/2007 221708048 0.0135 0 1622.79 2/1/2007 9/12/2006 11/1/2006 1/1/2007 221708056 0.0135 1.64 1241.96 2/1/2007 9/21/2006 11/1/2006 1/1/2007 221874822 0.0135 0 1031.25 2/1/2007 9/25/2006 11/1/2006 1/1/2007 221874826 0.0135 0 2175 2/1/2007 9/26/2006 11/1/2006 12/1/2006 221874829 0.0135 0 1764.66 2/1/2007 9/21/2006 11/1/2006 1/1/2007 221874844 0.0135 0 2206.67 2/1/2007 9/27/2006 11/1/2006 2/1/2007 221874845 0.0135 0 656.28 2/1/2007 9/11/2006 11/1/2006 1/1/2007 221708058 0.0135 0 2594.39 2/1/2007 7/19/2006 9/1/2006 1/1/2007 221708062 0.0135 0 5182.96 2/1/2007 8/15/2006 10/1/2006 2/1/2007 221708065 0.0135 0 1174.02 2/1/2007 8/29/2006 10/1/2006 2/1/2007 221708097 0.0135 0 1508.39 2/1/2007 8/25/2006 10/1/2006 12/1/2006 221708095 0.0135 0 1057.66 2/1/2007 8/28/2006 10/1/2006 1/1/2007 221874846 0.0135 0 2706.17 2/1/2007 9/14/2006 11/1/2006 1/1/2007 221874848 0.0135 0 668.51 2/1/2007 9/12/2006 11/1/2006 2/1/2007 221874857 0.0135 0 1950 2/1/2007 10/25/2006 12/1/2006 2/1/2007 221874862 0.0135 0 3037.5 2/1/2007 10/20/2006 12/1/2006 1/1/2007 221874868 0.0135 0 3872.92 2/1/2007 10/18/2006 12/1/2006 1/1/2007 221707535 0.0135 0 1218 2/1/2007 8/28/2006 10/1/2006 1/1/2007 221708276 0.0135 0 973.92 2/1/2007 9/27/2006 11/1/2006 1/1/2007 221708277 0.0135 0 5313.8 2/1/2007 8/28/2006 10/1/2006 1/1/2007 221708280 0.0135 0 1509.75 2/1/2007 9/19/2006 11/1/2006 1/1/2007 221708289 0.0135 0 2446.88 2/1/2007 8/16/2006 10/1/2006 1/1/2007 221707756 0.0135 0 2375.85 2/1/2007 7/27/2006 9/1/2006 1/1/2007 221707766 0.0135 0 3055.74 2/1/2007 9/11/2006 11/1/2006 1/1/2007 221874690 0.0135 0 1116.6 2/1/2007 9/18/2006 11/1/2006 1/1/2007 221874704 0.0135 0 1193.34 2/1/2007 9/27/2006 11/1/2006 1/1/2007 221874706 0.0135 0 1698.4 2/1/2007 7/28/2006 9/1/2006 1/1/2007 221874833 0.0135 0 1928.33 2/1/2007 9/25/2006 11/1/2006 1/1/2007 221874836 0.0135 0 1892.92 2/1/2007 9/25/2006 11/1/2006 1/1/2007 221874612 0.0135 0 875.65 2/1/2007 10/23/2006 12/1/2006 1/1/2007 221874615 0.0135 0 1149.63 2/1/2007 9/29/2006 11/1/2006 2/1/2007 221874707 0.0135 0 2390.44 2/1/2007 8/24/2006 10/1/2006 1/1/2007 221874710 0.0135 0 430.63 2/1/2007 9/29/2006 11/1/2006 2/1/2007 221874721 0.0135 0 1947.92 2/1/2007 8/29/2006 10/1/2006 1/1/2007 221874722 0.0135 0 1327.5 2/1/2007 8/25/2006 10/1/2006 2/1/2007 221874723 0.0135 0 1866.16 2/1/2007 8/14/2006 10/1/2006 1/1/2007 221708290 0.0135 0.88 1564.03 2/1/2007 9/27/2006 11/1/2006 1/1/2007 221708298 0.0135 0 1022.08 2/1/2007 9/29/2006 11/1/2006 12/1/2006 221708300 0.0135 0 2513.22 2/1/2007 8/7/2006 10/1/2006 1/1/2007 221708303 0.0135 0 2707.03 2/1/2007 9/12/2006 11/1/2006 1/1/2007 221874620 0.0135 0 1297.2 2/1/2007 10/17/2006 12/1/2006 1/1/2007 221874621 0.0135 0 1366.41 2/1/2007 10/23/2006 12/1/2006 1/1/2007 221874624 0.0135 0 1478.09 2/1/2007 10/20/2006 12/1/2006 1/1/2007 221874625 0.0135 0 1556.64 2/1/2007 10/12/2006 12/1/2006 1/1/2007 221708308 0.0135 0 1789.67 2/1/2007 9/28/2006 11/1/2006 1/1/2007 221708330 0.0135 0 999.07 2/1/2007 9/29/2006 11/1/2006 1/1/2007 221708333 0.0135 0 4149.22 2/1/2007 8/29/2006 10/1/2006 1/1/2007 221708335 0.0135 0 1282.67 2/1/2007 9/18/2006 11/1/2006 2/1/2007 221874726 0.0135 0 1588.41 2/1/2007 8/16/2006 10/1/2006 1/1/2007 221874742 0.0135 0 1587.9 2/1/2007 8/25/2006 10/1/2006 1/1/2007 221874743 0.0135 0 2840.63 2/1/2007 8/30/2006 10/1/2006 1/1/2007 221874744 0.0135 0 1499.81 2/1/2007 8/31/2006 10/1/2006 2/1/2007 221708336 0.0135 0 1363.13 2/1/2007 8/3/2006 10/1/2006 1/1/2007 221708350 0.0135 0 894.64 2/1/2007 8/8/2006 10/1/2006 1/1/2007 221708358 0.0135 0 1623.34 2/1/2007 9/22/2006 11/1/2006 1/1/2007 221708360 0.0135 0 6025.02 2/1/2007 9/22/2006 11/1/2006 2/1/2007 221708419 0.0135 0 2626.25 2/1/2007 9/13/2006 11/1/2006 1/1/2007 221708423 0.0135 0 1281.29 2/1/2007 7/17/2006 9/1/2006 1/1/2007 221738995 0.0135 0 2160.42 2/1/2007 10/12/2006 12/1/2006 1/1/2007 221739005 0.0135 0 1619.99 2/1/2007 9/26/2006 11/1/2006 1/1/2007 221739006 0.0135 0 1927.33 2/1/2007 10/5/2006 12/1/2006 1/1/2007 221874748 0.0135 0 896.31 2/1/2007 8/25/2006 10/1/2006 1/1/2007 221874750 0.0135 0 1555.49 2/1/2007 8/25/2006 10/1/2006 12/1/2006 221874764 0.0135 0 980.79 2/1/2007 9/29/2006 11/1/2006 1/1/2007 221874772 0.0135 0 908.38 2/1/2007 9/20/2006 11/1/2006 1/1/2007 221874781 0.0135 0 1646.4 2/1/2007 9/13/2006 11/1/2006 1/1/2007 221874786 0.0135 0 988.42 2/1/2007 9/13/2006 11/1/2006 2/1/2007 221874787 0.0135 0 792.63 2/1/2007 9/6/2006 11/1/2006 1/1/2007 221874789 0.0135 0 2518.31 2/1/2007 9/19/2006 11/1/2006 1/1/2007 221874804 0.0135 0 1855.91 2/1/2007 9/21/2006 11/1/2006 1/1/2007 221874807 0.0135 0 1536.64 2/1/2007 9/26/2006 11/1/2006 1/1/2007 221739014 0.0135 0 1691.3 2/1/2007 10/17/2006 12/1/2006 1/1/2007 221739015 0.0135 0 1394.49 2/1/2007 10/2/2006 12/1/2006 1/1/2007 221874847 0.0135 0 1479.31 2/1/2007 9/15/2006 11/1/2006 1/1/2007 221874850 0.0135 0 2287.97 2/1/2007 9/21/2006 11/1/2006 1/1/2007 221874854 0.0135 0 1618.86 2/1/2007 9/27/2006 11/1/2006 1/1/2007 221874810 0.0135 0 1950 2/1/2007 9/21/2006 11/1/2006 2/1/2007 221874813 0.0135 0 1155.72 2/1/2007 9/18/2006 11/1/2006 1/1/2007 221874815 0.0135 0 1014.45 2/1/2007 9/21/2006 11/1/2006 1/1/2007 221874820 0.0135 0 1784.64 2/1/2007 9/27/2006 11/1/2006 1/1/2007 221739017 0.0135 0 5075 2/1/2007 9/29/2006 12/1/2006 1/1/2007 221739018 0.0135 0 927.5 2/1/2007 10/5/2006 12/1/2006 1/1/2007 221739021 0.0135 0 1820 2/1/2007 10/16/2006 12/1/2006 1/1/2007 221739041 0.0135 0 979.8 2/1/2007 10/12/2006 12/1/2006 1/1/2007 221739055 0.0135 0 2317.5 2/1/2007 10/6/2006 12/1/2006 3/1/2007 221874821 0.0135 0 967.08 2/1/2007 9/22/2006 11/1/2006 2/1/2007 221874827 0.0135 0 2266.58 2/1/2007 9/19/2006 11/1/2006 1/1/2007 221874834 0.0135 0 1306.25 2/1/2007 9/22/2006 11/1/2006 1/1/2007 221874837 0.0135 0 857.08 2/1/2007 9/27/2006 11/1/2006 1/1/2007 221874853 0.0135 0 1590 2/1/2007 9/22/2006 11/1/2006 4/1/2007 221874860 0.0135 0 1732.5 2/1/2007 10/20/2006 12/1/2006 1/1/2007 221874880 0.0135 0 606.67 2/1/2007 10/20/2006 12/1/2006 1/1/2007 221874883 0.0135 0 1512.5 2/1/2007 10/23/2006 12/1/2006 1/1/2007 221739061 0.0135 0 1425 2/1/2007 10/12/2006 12/1/2006 1/1/2007 221739074 0.0135 1.09 1817.75 2/1/2007 10/13/2006 12/1/2006 2/1/2007 221739075 0.0135 0 687.51 2/1/2007 9/26/2006 11/1/2006 1/1/2007 221739084 0.0135 0.66 1113.58 2/1/2007 9/27/2006 12/1/2006 1/1/2007 221739067 0.0135 0 653.76 2/1/2007 10/11/2006 12/1/2006 1/1/2007 221739068 0.0135 0 1225.44 2/1/2007 10/11/2006 12/1/2006 1/1/2007 221739051 0.0135 0 361.84 2/1/2007 10/5/2006 11/1/2006 1/1/2007 221739091 0.0135 0 785.42 2/1/2007 10/6/2006 11/1/2006 1/1/2007 221739089 0.0135 0 745.93 2/1/2007 10/10/2006 12/1/2006 1/1/2007 221874886 0.0135 0 1524.17 2/1/2007 10/16/2006 12/1/2006 1/1/2007 221874890 0.0135 0 1116.25 2/1/2007 10/23/2006 12/1/2006 2/1/2007 221874895 0.0135 0 1740.23 2/1/2007 10/4/2006 12/1/2006 1/1/2007 221874897 0.0135 0 1715.63 2/1/2007 10/1/2006 12/1/2006 1/1/2007 221874901 0.0135 0 1986.25 2/1/2007 10/3/2006 12/1/2006 1/1/2007 221874909 0.0135 0 2253.33 2/1/2007 10/12/2006 12/1/2006 1/1/2007 221874914 0.0135 0 1632.81 2/1/2007 10/16/2006 12/1/2006 2/1/2007 221874919 0.0135 0 3020.83 2/1/2007 10/13/2006 12/1/2006 1/1/2007 221874926 0.0135 0 693.33 2/1/2007 10/11/2006 12/1/2006 1/1/2007 221739107 0.0135 0 783.96 2/1/2007 10/10/2006 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221874948 0.0135 0 1206 2/1/2007 10/13/2006 12/1/2006 1/1/2007 221874949 0.0135 0 1721.88 2/1/2007 10/6/2006 12/1/2006 1/1/2007 221739146 0.0135 0 908.04 2/1/2007 9/27/2006 11/1/2006 1/1/2007 221739147 0.0135 0 1328.99 2/1/2007 10/3/2006 12/1/2006 1/1/2007 221739149 0.0135 0 980 2/1/2007 10/5/2006 12/1/2006 1/1/2007 221739154 0.0135 0 4720.83 2/1/2007 10/4/2006 12/1/2006 1/1/2007 221874951 0.0135 0 1264 2/1/2007 10/19/2006 12/1/2006 1/1/2007 221874956 0.0135 0 2230.19 2/1/2007 10/2/2006 12/1/2006 1/1/2007 221874960 0.0135 0 1212.5 2/1/2007 10/3/2006 12/1/2006 1/1/2007 221874967 0.0135 0 772.2 2/1/2007 10/26/2006 12/1/2006 2/1/2007 221739132 0.0135 0 2030 2/1/2007 9/22/2006 11/1/2006 1/1/2007 221739144 0.0135 0 3025 2/1/2007 10/2/2006 12/1/2006 1/1/2007 221739106 0.0135 0 958.05 2/1/2007 10/16/2006 12/1/2006 1/1/2007 221874856 0.0135 0 2090 2/1/2007 10/20/2006 12/1/2006 2/1/2007 221739159 0.0135 0 1946.5 2/1/2007 9/27/2006 11/1/2006 1/1/2007 221874971 0.0135 0 974.1 2/1/2007 10/30/2006 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