CITIGROUP MORTGAGE LOAN TRUST INC. Depositor AMERIQUEST MORTGAGE COMPANY WELLS FARGO BANK, N.A. OPTEUM FINANCIAL SERVICES, LLC Servicers WELLS FARGO BANK, N.A. Master Servicer and Trust Administrator and Trustee POOLING AND SERVICING AGREEMENT Dated...
CITIGROUP
MORTGAGE LOAN TRUST INC.
Depositor
AMERIQUEST
MORTGAGE COMPANY
XXXXX
FARGO BANK, N.A.
OPTEUM
FINANCIAL SERVICES, LLC
Servicers
XXXXX
FARGO BANK, N.A.
Master
Servicer and Trust Administrator
and
U.S.
BANK
NATIONAL ASSOCIATION
Trustee
_________________________________________
Dated
as
of October 1, 2006
_________________________________________
Asset-Backed
Pass-Through Certificates
Series
2006-FX1
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 Servicers and the Master
Servicer.
|
SECTION
2.06
|
Issuance
of the Certificates.
|
SECTION
2.07
|
Conveyance
of the REMIC Regular Interests; Acceptance of the Trust REMICs by
the
Trustee.
|
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 and Distribution 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 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 Extraordinary Trust Fund Expenses and 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
|
Early
Termination of 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 SERVICERS
|
SECTION
6.01
|
Liability
of the Depositor, the Master Servicer, and the
Servicers.
|
SECTION
6.02
|
Merger
or Consolidation of the Depositor, the Master Servicer or the
Servicers.
|
SECTION
6.03
|
Limitation
on Liability of the Depositor, the Master Servicer, the Servicers
and
Others.
|
SECTION
6.04
|
Limitation
on Resignation of the Servicers; Assignment of Master
Servicing.
|
SECTION
6.05
|
Successor
Master Servicer.
|
SECTION
6.06
|
Rights
of the Depositor in Respect of the Servicers.
|
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
Custodians.
|
ARTICLE
IX
|
TERMINATION
|
SECTION
9.01
|
Termination
Upon Repurchase or Liquidation of the Mortgage Loans.
|
SECTION
9.02
|
Additional
Termination Requirements.
|
ARTICLE
X
|
REMIC
PROVISIONS
|
SECTION
10.01
|
REMIC
Administration.
|
SECTION
10.02
|
Prohibited
Transactions and Activities.
|
SECTION
10.03
|
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-1
|
Form
of Class A-1 Certificate
|
Exhibit
A-2
|
Form
of Class A-2 Certificate
|
Exhibit
A-3
|
Form
of Class A-3 Certificate
|
Exhibit
A-4
|
Form
of Class A-4 Certificate
|
Exhibit
A-5
|
Form
of Class A-5 Certificate
|
Exhibit
A-6
|
Form
of Class A-6 Certificate
|
Exhibit
A-7
|
Form
of Class A-7 Certificate
|
Exhibit
A-8
|
Form
of Class M-1 Certificate
|
Exhibit
A-9
|
Form
of Class M-2 Certificate
|
Exhibit
A-10
|
Form
of Class M-3 Certificate
|
Exhibit
A-11
|
Form
of Class M-4 Certificate
|
Exhibit
A-12
|
Form
of Class CE Certificate
|
Exhibit
A-13
|
Form
of Class P Certificate
|
Exhibit
A-14
|
Form
of Class R Certificate
|
Exhibit
A-15
|
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 Assignment Agreements
|
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 Class CE, Class P or Residual
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 Servicers to the Master
Servicer
|
Exhibit
I
|
Form
of Basis Risk Cap Agreements
|
Exhibit
J
|
Form
of Report Pursuant to Section 4.07
|
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 October 1, 2006,
among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor, AMERIQUEST MORTGAGE
COMPANY, XXXXX FARGO BANK, N.A. and OPTEUM FINANCIAL SERVICES, LLC, as
Servicers, 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)
|
|
MT-AA
|
(2)
|
$
|
412,176,815.97
|
October
25, 2036
|
MT-A-1
|
(2)
|
$
|
1,517,870.00
|
October
25, 2036
|
MT-A-2
|
(2)
|
$
|
127,580.00
|
October
25, 2036
|
MT-A-3
|
(2)
|
$
|
963,990.00
|
October
25, 2036
|
MT-A-4
|
(2)
|
$
|
307,440.00
|
October
25, 2036
|
MT-A-5
|
(2)
|
$
|
495,550.00
|
October
25, 2036
|
MT-A-6
|
(2)
|
$
|
229,160.00
|
October
25, 2036
|
MT-A-7
|
(2)
|
$
|
150,000.00
|
October
25, 2036
|
MT-M-1
|
(2)
|
$
|
128,280.00
|
October
25, 2036
|
MT-M-2
|
(2)
|
$
|
100,940.00
|
October
25, 2036
|
MT-M-3
|
(2)
|
$
|
79,920.00
|
October
25, 2036
|
MT-M-4
|
(2)
|
$
|
21,030.00
|
October
25, 2036
|
MT-ZZ
|
(2)
|
$
|
4,290,011.75
|
October
25, 0000
|
XX-X
|
(2)
|
$
|
100.00
|
October
25, 2036
|
_______________
(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-1
|
Variable(2)
|
$
|
151,787,000.00
|
October
25, 2036
|
Class
A-2
|
Variable(2)
|
$
|
12,758,000.00
|
October
25, 2036
|
Class
A-3
|
Variable(2)
|
$
|
96,399,000.00
|
October
25, 2036
|
Class
A-4
|
6.081%
per annum(2)
|
$
|
30,744,000.00
|
October
25, 2036
|
Class
A-5
|
6.255%
per annum(2)
|
$
|
49,555,000.00
|
October
25, 2036
|
Class
A-6
|
5.845%
per annum(2)
|
$
|
22,916,000.00
|
October
25, 2036
|
Class
A-7
|
5.775%
per annum(2)
|
$
|
15,000,000.00
|
October
25, 2036
|
Class
M-1
|
6.088%
per annum(2)
|
$
|
12,828,000.00
|
October
25, 2036
|
Class
M-2
|
6.336%
per annum(2)
|
$
|
10,094,000.00
|
October
25, 2036
|
Class
M-3
|
6.500%
per annum(2)
|
$
|
7,992,000.00
|
October
25, 2036
|
Class
M-4
|
6.500%
per annum(2)
|
$
|
2,103,000.00
|
October
25, 2036
|
Class
CE Interest
|
Variable(3)
|
$
|
8,412,587.72
|
October
25, 2036
|
Class
P Interest
|
N/A(4)
|
$
|
100.00
|
October
25, 2036
|
_______________
(1) For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
regulations.
(2) Calculated
in accordance with the definition of “Pass-Through Rate” herein.
(3) The
Class
CE Interest will accrue interest at their variable Pass-Through Rate on the
Notional Amount of the Class CE Interest outstanding from time to time which
shall equal the aggregate Uncertificated Balance of the REMIC I Regular
Interests (other than REMIC I Regular Interest I-LTP). The Class CE Interest
will not accrue interest on their Certificate Principal Balance.
(4) The
Class
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)
|
$
8,412,587.72
|
October
25, 2036
|
_______________
(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
|
October
25, 2036
|
_______________
(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 $420,588,687.72.
In
consideration of the mutual agreements herein contained, the Depositor, the
Servicers, 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.
“Ameriquest”:
Ameriquest Mortgage Company.
“Ameriquest
Mortgage Loans”: The Mortgage Loans serviced by Ameriquest.
“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.
“Assignment
Agreement”: Each of the agreements among the Depositor, the Sponsor and the
related Originator 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.
“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 each
Servicer (or by a Sub-Servicer on their 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 each 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 each 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 each 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 Servicers pursuant
to
Section 3.11(a) or to the Master Servicer pursuant to Section 3A.21, (b) to
the
to each Servicer, the Master Servicer, the Trustee, the Trust Administrator
or a
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 Servicers or to be withdrawn by the Servicers
from the related Distribution Account pursuant to Section 3.18. 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
Servicers 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-1
|
0.100%
|
0.200%
|
A-2
|
0.200%
|
0.400%
|
A-3
|
0.300%
|
0.600%
|
__________
(1) For
the
Interest Accrual Period for each Distribution Date through and including the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans remaining in the Mortgage Pool is reduced to less than 10% of
the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
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-4
|
6.081%
per annum
|
7.581%
per annum
|
A-5
|
6.255%
per annum
|
7.755%
per annum
|
A-6
|
5.845%
per annum
|
7.345%
per annum
|
A-7
|
5.775%
per annum
|
7.275%
per annum
|
M-1
|
6.088%
per annum
|
6.588%
per annum
|
M-2
|
6.336%
per annum
|
6.836%
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 through and including the
first Distribution Date on which the aggregate Stated Principal Balance of
the
Mortgage Loans remaining in the Mortgage Pool is reduced to less than 10% of
the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date.
(2) For
each
interest Accrual Period thereafter.
“Basis
Risk Cap Agreements”: The Class A-1 Basis Risk Cap Agreement, Class A-2 Basis
Risk Cap Agreement and Class A-3 Basis Risk Cap Agreement.
“Basis
Risk Cap Provider”: Bear Xxxxxxx Financial Products Inc.
“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 2006-FX1, Asset-Backed Pass-Through
Certificates, Series 2006-FX1, 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, a 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, a 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 Class A-1 Basis Risk Cap Agreement between
the Trust Administrator on behalf of the Trust and the Basis Risk Cap Provider,
a form of which is attached hereto as Exhibit I.
“Class
A-1 Certificates”: Any one of the Class A-1 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-1 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
A-2 Basis Risk Cap Agreement”: The Class A-2 Basis Risk Cap Agreement between
the Trust Administrator on behalf of the Trust and the Basis Risk Cap Provider,
a form of which is 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 Basis Risk Cap Agreement”: The Class A-3 Basis Risk Cap Agreement between
the Trust Administrator on behalf of the Trust and the Basis Risk Cap Provider,
a form of which is attached hereto as Exhibit I.
“Class
A-3 Certificates”: Any one of the Class A-3 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
A-4 Certificates”: Any one of the Class A-4 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
A-5 Certificates”: Any one of the Class A-5 Certificates executed, authenticated
and delivered by the Trust Administrator, substantially in the form annexed
hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC II for purposes
of the REMIC Provisions.
“Class
A-6 Certificates”: Any one of the Class A-6 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
A-7 Certificates”: Any one of the Class A-7 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
A
Certificates”: Collectively, the Class A-1 Certificates, the Class A-2
Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class
A-5 Certificates, the Class A-6 Certificates and the Class A-7
Certificates.
“Class
CE
Certificate”: Any one of the Class CE Certificates executed, authenticated and
delivered by the Trustee, substantially in the form annexed hereto as Exhibit
A-12 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 Trust
Administrator 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-8 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) 86.40% 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-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-9 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) 91.20% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.35% 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-10 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) 95.00% 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-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-11 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) 96.00% 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
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-13 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-14 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-15 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”: October 31, 2006.
“Code”:
The Internal Revenue Code of 1986, as amended.
“Collection
Account”: The account or accounts created and maintained, or caused to be
created and maintained, by each Servicer pursuant to Section 3.10(a), which
shall be titled (i) “Ameriquest Mortgage Company, as a Servicer for U.S. Bank
National Association, as Trustee, in trust for the registered holders of
Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed Pass-Through Certificates,
Series 2006-FX1, Mortgage Pass-Through Certificates”, (ii) “Cenlar FSB as
subservicer for Opteum Financial Services, LLC, as a Servicer for U.S. Bank
National Association, as Trustee, in trust for the registered holders of
Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed Pass-Through Certificates,
Series 2006-FX1, Mortgage Pass-Through Certificates” and (iii) “Xxxxx Fargo
Bank, N.A., as a Servicer for U.S. Bank National Association, as Trustee, in
trust for the registered holders of Citigroup Mortgage Loan Trust 2006-FX1,
Asset-Backed Pass-Through Certificates, Series 2006-FX1, Mortgage Pass-Through
Certificates.” Each 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 related 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-LTA1
|
Class
X-0
|
X-XXX0
|
Xxxxx
X-0
|
X-XXX0
|
Class
X-0
|
X-XXX0
|
Xxxxx
X-0
|
X-XXX0
|
Class
X-0
|
X-XXX0
|
Xxxxx
X-0
|
X-XXX0
|
Class
A-7
|
I-LTM1
|
Class
M-1
|
I-LTM2
|
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 2006-FX1 and (B) for all
other purposes, Xxxxx Fargo Bank, N.A. 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx,
Xxxxxxxx 00000 Attention: Corporate Trust Services---CMLTI 2006-FX1, or such
other address as the Trust Administrator may designate from time to time by
notice to the Certificateholders, the Depositor, each 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 2006-FX1, or such other address as the
Trustee may designate from time to time by notice to the Certificateholders,
the
Depositor, each Servicer and the Trust Administrator.
“Credit
Risk Manager”: Xxxxxxx Fixed Income Services Inc., formerly known as The
Murrayhill Company, a Colorado corporation, and its successors and
assigns.
“Credit
Risk Management Agreement”: The respective agreements between the Credit Risk
Manager and a Servicer and/or 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”: 0.01% 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. A
Custodian may be the Trustee, any Affiliate of the Trustee or an independent
entity.
“Custodial
Agreement”: An agreement pursuant to which a Custodian performs custodial duties
with respect to the Mortgage Files. With respect to the 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, October 1, 2006. With
respect to all Qualified Substitute Mortgage Loans, their respective dates
of
substitution. References herein to the “Cut-off Date,” when used with respect to
more than one Mortgage Loan, shall be to the respective Cut-off Dates for such
Mortgage Loans.
“DBRS”:
Dominion Bond Ratings Service, or its successor in interest.
“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 Securities
Exchange Act of 1934, as amended.
“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 preceeding the related 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 a 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 a 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
2006-FX1, Asset-Backed Pass-Through Certificates, Series 2006-FX1.” 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 November
2006.
“DOL”:
The United States Department of Labor or any successor in interest.
“DOL
Regulations”: The regulations promulgated by the DOL at 29
C.F.R.ss.2510.3-101.
“Due
Date”: With respect to each Distribution Date, the first day of the calendar
month in which such Distribution Date occurs, which is the day of the month
on
which the Monthly Payment is due on a Mortgage Loan, exclusive of any days
of
grace.
“Due
Period”: With respect to any Distribution Date, the period commencing on the
second day of the calendar month preceding the calendar month in which such
Distribution Date occurs and ending on the related Due Date.
“Eligible
Account”: Any of (i) an account or accounts maintained with a Depository
Institution, (ii) an account or accounts the deposits in which are fully insured
by the FDIC, (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 each 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 a 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 related
Originator, the Sponsor, the Depositor or a Servicer pursuant to or as
contemplated by Section 2.03 or Section 9.01), a determination made by the
related Servicer that all Liquidation Proceeds have been recovered. Each
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-4 Certificates, the Class A-5 Certificates, the
Class A-6 Certificates, the Class A-7 Certificates and the Mezzanine
Certificates.
“Floating
Rate Certificates”: The Class A-1 Certificates, the Class A-2 Certificates and
the Class A-3 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 Servicers, 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 Servicers, the Master
Servicer or any Affiliate thereof, and (c) is not connected with the Depositor,
the Servicers, 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 Servicers, 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 Servicers or
any
Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than a 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 a 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 related 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 related 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 NAS
Certificates, an amount calculated for each Distribution Date to be the
percentage equal to the aggregate Certificate Principal Balance of the NAS
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 NAS 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-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular
Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest
I-LTA5, REMIC I Regular Interest I-LTA6, REMIC I Regular Interest I-LTA7, 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-LTA1, REMIC I Regular Interest
I-LTA2 and REMIC I Regular Interest I-LTA3 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”: Any of the Master Mortgage Loan Purchase and Interim Servicing
Agreements between the related 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 0.0075% 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-LTA1,
REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I
Regular Interest I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular
Interest I-LTA6, REMIC I Regular Interest I-LTA7, 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-LTA1, REMIC I Regular Interest
I-LTA2 and REMIC I Regular Interest I-LTA3 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 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) that
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 base on the original
amortization schedule of the mortgage;
(vii) the
Loan-to-Value Ratio at origination;
(viii) the
Mortgage Rate in effect immediately following the Cut-off Date;
(ix) the
date
on which the first Monthly Payment was due on the Mortgage Loan;
(x) the
stated maturity date;
(xi) the
amount of the Monthly Payment at origination;
(xii) the
amount of the Monthly Payment as of the Cut-off Date;
(xiii) the
last
Due Date on which a Monthly Payment was actually applied to the unpaid Stated
Principal Balance;
(xiv) the
original principal amount of the Mortgage Loan;
(xv) the
Scheduled Principal Balance of the Mortgage Loan as of the close of business
on
the Cut-off Date;
(xvi) a
code
indicating the purpose of the Mortgage Loan (i.e., purchase financing, Rate/Term
Refinancing, Cash-Out Refinancing);
(xvii) a
code
indicating the documentation style (i.e., full, alternative or
reduced);
(xviii) the
Value
of the Mortgaged Property;
(xix) the
sale
price of the Mortgaged Property, if applicable;
(xx) the
actual unpaid principal balance of the Mortgage Loan as of the Cut-off
Date;
(xxi) the
Servicing Fee Rate;
(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.
“NAS
Certificates”: The Class A-6 Certificates and the Class A-7
Certificates.
“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 (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 including such first day of the related Due
Period) 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 related 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 a 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-LTA1, REMIC I Regular Interest I-LTA2 and REMIC I Regular
Interest I-LTA3, 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, a 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.
“Opteum”:
Opteum Financial Serivces, LLC.
“Opteum
Mortgage Loans”: The Mortgage Loans serviced by Opteum.
“Optional
Termination Date”: The Determination Date on which the aggregate Stated
Principal Balance of the Mortgage Loans and each REO Property remaining in
the
Trust Fund is less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.
“Original
Mortgage Loan”: Any Mortgage Loans included in the Trust Fund as of the Closing
Date.
“Originator”:
Each of Ameriquest
Mortgage Company, Opteum Financial Services, Inc. and MortgageIT,
Inc.
“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 2.00% 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)
4.00% 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-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular
Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest
I-LTA5, REMIC I Regular Interest I-LTA6, REMIC I Regular Interest I-LTA7, 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, a 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 Moody’s and “AAA” by Fitch (if so rated); and
(vii) if
previously confirmed in writing to the Servicers, 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 a
Servicer in respect of any Distribution Date pursuant to Section 4.03 or by
the
Master Servicer (in its capacity as a 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 (and in the case of the Ameriquest Mortgage Loans,
in connection with any Principal Prepayment in full on such 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 each
Servicer in respect of any Prepayment Interest Shortfall are set forth in
Section 3.24.
“Prepayment
Period”: With respect to the Ameriquest Mortgage Loans, the Prepayment Period
for any Distribution Date with respect to voluntary Principal Prepayments in
full and Principal Prepayments in part, the period commencing on the
11th
day of
the month preceding the month in which such Distribution Date occurs (or in
the
case of the first Distribution Date, commencing on October 1, 2006) and ending
on the 10th
day of
the calendar month in which such Distribution Date occurs. With respect to
the
Xxxxx Fargo Mortgage Loans, the Prepayment Period for any Distribution Date
with
respect to (i) voluntary Principal Prepayments in full, the period commencing
on
the 14th
day of
the month preceding the month in which such Distribution Date occurs (or in
the
case of the first Distribution Date, commencing on October 1, 2006) and ending
on the 13th
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. With respect to the Opteum Mortgage Loans, 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 October 1, 2006) 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, whether or not 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.
“Prospectus
Supplement”: The Prospectus Supplement, dated October 26, 2006, 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 by the
Sponsor 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 a 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 Servicers, 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. With respect to any Mortgage
Loan
or REO Property to be purchased by the related Originator or the Sponsor
pursuant to or as contemplated by Section 2.03 or Section 9.01, and as confirmed
by an Officers’ Certificate from the related Originator to the Trustee and the
Trust Administrator, an amount equal to the amount set forth pursuant to the
terms of the related Master Agreement.
“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 by the Sponsor 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 related Assignment
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. With respect
to each Originator, a mortgage loan substituted for a Deleted Mortgage Loan
pursuant to the terms of the related Master Agreement which must, on the date
of
such substitution conform to the terms set forth in the related Master
Agreement.
“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, Moody’s and DBRS 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 related 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 related 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 related 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, 1,531 (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 Assignment Agreements (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-LTA1, REMIC I Regular Interest I-LTA2,
REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I
Regular Interest I-LTA5, REMIC I Regular Interest I-LTA6, REMIC I Regular
Interest I-LTA7, 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-LTA1, REMIC I Regular Interest I-LTA2, REMIC I
Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular
Interest I-LTA5, REMIC I Regular Interest I-LTA6, REMIC I Regular Interest
I-LTA7, 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-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC
I Regular Interest I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular
Interest I-LTA6, REMIC I Regular Interest I-LTA7,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-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular
Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest
I-LTA5, REMIC I Regular Interest I-LTA6, REMIC I Regular Interest I-LTA7, 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 each related Servicer in an electronic data file or tape prepared by each
Servicer pursuant to Section 4.03 with such additions, deletions and
modifications as agreed to by the Trust Administrator and the related
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 each 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 a 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) 80.30% and (ii) the aggregate Stated Principal Balance
of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period,
to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the excess, if any,
of
the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) over 0.35% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.
“Servicer”:
Each of Ameriquest Mortgage Company, with respect to the Ameriquest Mortgage
Loans, Opteum, with respect to the Opteum Mortgage Loans, and Xxxxx Fargo,
with
respect to the Xxxxx Fargo Mortgage Loans, or any successor Servicer appointed
as herein provided, each in its capacity as a Servicer hereunder.
“Servicer
Event of Default”: One or more of the events described in Section
7.01(a).
“Servicer
Prepayment Charge Payment Amount”: The amounts payable by the related Servicer
in respect of any waived Prepayment Charges pursuant to Section
3.01.
“Servicer
Remittance Date”:
With
respect to Ameriquest and any Distribution Date, the 24th
day of
the calendar month in which such Distribution Date occurs or, if such
24th
day is
not a Business Day, the immediately preceding Business Day. With respect to
Xxxxx Fargo, as Servicer, and any Distribution Date, the 18th
day of
the calendar month in which such Distribution Date occurs or, if such
18th
day is
not a Business Day, the immediately succeeding Business Day. With respect to
Opteum, and 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 a
Servicer in connection with a default, delinquency or other unanticipated event
by a 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 a 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. A 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 related Servicer would not be ultimately recoverable from
related Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or
REO
Property as provided herein. No Servicer shall 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 related
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 related Servicer, or as otherwise provided under Section
3.11.
“Servicing
Fee Rate”: With respect to the Mortgage Loans serviced by Ameriquest, 0.50% per
annum. With respect to the Mortgage Loans serviced by Opteum and Xxxxx Fargo,
0.25% per annum.
“Servicing
Function Participant” means 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 Deutsche Bank National
Trust
Company, 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 a 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 each 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 Agreeements, 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 Agreeements (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 Agreeements 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 related 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 related 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 a 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 related 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 first 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 November 2009 and (b) the first Distribution Date on which the
Senior Enhancement Percentage (calculated for this purpose only after taking
into account distributions of principal on the 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 19.70%.
“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 any Servicer (or a Sub-Servicer or any Servicer),
the Master Servicer, the Custodian or the Trust Administrator.
“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of the Servicers, 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 Reguation 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 related
Servicer.
“Sub-Servicing
Agreement”: The written contract between the related 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 related 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 35.53% 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
|
November
2008 through October 2009
|
0.35%
|
November
2009 through October 2010
|
0.85%
|
November
2010 through October 2011
|
1.50%
|
November
2011 through October 2012
|
2.15%
|
November
2012 through October 2013
|
2.50%
|
November
2013 and thereafter
|
2.55%
|
“Trust”:
Citigroup Mortgage Loan Trust 2006-FX1.
“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 related Originator of the Mortgage
Loan
at the time of origination of the Mortgage Loan and (ii) the purchase price
paid
for the related Mortgaged Property by the Mortgagor with the proceeds of the
Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan,
such value of the Mortgaged Property is based solely upon the value determined
by an appraisal made for the related Originator of such Refinanced Mortgage
Loan
at the time of origination of such Refinanced Mortgage Loan by an
appraiser.
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. With respect to any date of determination, 98%
of
all Voting Rights will be allocated among the holders of the Class A
Certificates, the Mezzanine Certificates 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.
“Xxxxx
Fargo”: Xxxxx Fargo Bank, N.A.
“Xxxxx
Fargo Mortgage Loans”: The Mortgage Loans serviced by Xxxxx Fargo.
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 Servicers 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-LTA1, REMIC I Regular
Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest
I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular Interest I-LTA6, REMIC
I Regular Interest I-LTA7, 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 Assignment Agreements, 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 related 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 executed copies of the Assignment
Agreements 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 a Custodian on its behalf, the following
documents or instruments (a “Mortgage File”) with respect to each Mortgage Loan
so transferred and assigned:
(i) The
Mortgage Note, endorsed by manual or facsimile signature without recourse by
the
related Originator or an Affiliate of the related Originator in blank or to
the
Trustee showing a complete chain of endorsements from the named payee to the
Trustee or from the named payee to the Affiliate of the related Originator
and
from such Affiliate to the Trustee;
(ii) The
original recorded Mortgage, noting the presence of the MIN of the Mortgage
Loan,
if applicable, and language indicating that the Mortgage Loan is a MOM Loan
if
the Mortgage Loan is a MOM Loan, with evidence of recording thereon or a copy
of
the Mortgage certified by the public recording office in those jurisdictions
where the public recording office retains the original;
(iii) Unless
the Mortgage Loan is registered on the MERS® System, an assignment from the
related Originator or an Affiliate of the related Originator to the Trustee
in
blank or in recordable form of the Mortgage which may be included, where
permitted by local law, in a blanket assignment or assignments of the Mortgage
to the Trustee, including any intervening assignments and showing a complete
chain of title from the original mortgagee named under the Mortgage to the
Person assigning the Mortgage Loan to the Trustee (or to MERS, noting the
presence of the MIN, if the Mortgage Loan is registered on the MERS®
System);
(iv) Any
original assumption, modification, buydown or conversion-to- fixed-interest-rate
agreement applicable to the Mortgage Loan; and
(v) The
original or a copy of the title insurance policy (which may be a certificate
or
a short form policy relating to a master policy of title insurance) pertaining
to the Mortgaged Property, or in the event such original title policy is
unavailable, a copy of the preliminary title report and the lender’s recording
instructions, with the original to be delivered within 180 days of the Closing
Date or an attorney’s opinion of title in jurisdictions where such is the
customary evidence of title; or in the event such original or copy of the title
insurance policy is unavailable, a written commitment or uniform binder or
preliminary report of title issued by the title insurance or escrow
company.
In
instances where an original recorded Mortgage cannot be delivered by the
Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to
or
concurrently with the execution and delivery of this Agreement, due to a delay
in connection with the recording of such Mortgage, the Depositor may, (a) in
lieu of delivering such original recorded Mortgage referred to in clause (ii)
above, deliver to the Trustee (or a Custodian on behalf of the Trustee) a copy
thereof, provided that the Depositor certifies that the original Mortgage has
been delivered to a title insurance company for recordation after receipt of
its
policy of title insurance or binder therefor (which may be a certificate
relating to a master policy of title insurance), and (b) in lieu of delivering
the completed assignment in recordable form referred to in clause (iii) above
to
the Trustee (or a Custodian on behalf of the Trustee), deliver such assignment
to the Trustee (or a Custodian on behalf of the Trustee) completed except for
recording information. In all such instances, the Depositor will deliver the
original recorded Mortgage and completed assignment (if applicable) to the
Trustee (or a Custodian on behalf of the Trustee) promptly upon receipt of
such
Mortgage. In instances where an original recorded Mortgage has been lost or
misplaced, the Depositor or the related title insurance company may deliver,
in
lieu of such Mortgage, a copy of such Mortgage bearing recordation information
and certified as true and correct by the office in which recordation thereof
was
made. In instances where the original or a copy of the title insurance policy
referred to in clause (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 a
Custodian on behalf of the Trustee) prior to or concurrently with the execution
and delivery of this Agreement because such policy is not yet available, the
Depositor may, in lieu of delivering the original or a copy of such title
insurance referred to in clause (v) above, deliver to the Trustee (or a
Custodian on behalf of the Trustee) a binder with respect to such policy (which
may be a certificate relating to a master policy of title insurance) and deliver
the original or a copy of such policy (which may be a certificate relating
to a
master policy of title insurance) to the Trustee (or a Custodian on behalf
of
the Trustee) within 180 days of the Closing Date. In instances where an original
assumption, modification, buydown or conversion-to-fixed- interest-rate
agreement cannot be delivered by the Depositor to the Trustee (or a Custodian
on
behalf of the Trustee) prior to or concurrently with the execution and delivery
of this Agreement, the Depositor may, in lieu of delivering the original of
such
agreement referred to in clause (iv) above, deliver a certified copy
thereof.
To
the
extent not already recorded, except
with respect to any Mortgage Loan for which MERS is identified on the Mortgage
or on a properly recorded assignment of the Mortgage as the mortgagee of record,
the
related
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 related Servicer of the recording information for a Mortgage)
submit or cause to be submitted for recording, at no expense to any Trust REMIC,
in the appropriate public office for real property records, each Assignment
delivered to it pursuant to (iii) above. In the event that any such Assignment
is lost or returned unrecorded because of a defect therein, the related
Servicer, at the expense of the 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 related Servicer nor the Trustee
shall be required to submit or cause to be submitted for recording any
Assignment delivered to it or a Custodian pursuant to (iii) above if such
recordation shall not, as of the Closing Date, be required by the Rating
Agencies, as a condition to their assignment on the Closing Date of their
initial ratings to the Certificates, as evidenced by the delivery by the Rating
Agencies of their ratings letters on the Closing Date; provided, however,
notwithstanding the foregoing, the related Servicer shall submit each Assignment
for recording, at no expense to the Trust Fund or the related Servicer, upon
the
earliest to occur of: (A) reasonable direction by Holders of Certificates
entitled to at least 25% of the Voting Rights, (B) the occurrence of a Servicer
Event of Default, (C) the occurrence of a bankruptcy, insolvency or foreclosure
relating to the 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 related Servicer
and
such 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 related Servicer to,
and the related Servicer agrees that it will not and will not permit a
Sub-Servicer to, alter the codes referenced in this paragraph with respect
to
any Mortgage Loan during the term of this Agreement unless and until such
Mortgage Loan is repurchased in accordance with the terms of this
Agreement.
With
respect to a maximum of approximately 5.00% of the Original Mortgage Loans,
by
outstanding principal balance of the Original Mortgage Loans as of the Cut-off
Date, if any original Mortgage Note referred to in (i) above cannot be located,
the obligations of the Depositor to deliver such documents shall be deemed
to be
satisfied upon delivery to the Trustee (or a Custodian on behalf of the Trustee)
of a photocopy of such Mortgage Note, if available, with a lost note affidavit.
If any of the original Mortgage Notes for which a lost note affidavit was
delivered to the Trustee (or a Custodian on behalf of the Trustee) is
subsequently located, such original Mortgage Note shall be delivered to the
Trustee (or a Custodian on behalf of the Trustee) within three Business
Days.
The
Depositor shall deliver or cause to be delivered to the Trustee (or a Custodian
on behalf of the Trustee) promptly upon receipt thereof any other original
documents constituting a part of a Mortgage File received with respect to any
Mortgage Loan, including, but not limited to, any original documents evidencing
an assumption, modification, consolidation or extension of any Mortgage Loan.
All
original documents relating to the Mortgage Loans that are not delivered to
the
Trustee (or a Custodian on behalf of the Trustee) are and shall be held by
or on
behalf of the Sponsor, the Depositor or the related Servicer, as the case may
be, in trust for the benefit of the Trustee on behalf of the Certificateholders.
In the event that any such original document is required pursuant to the terms
of this Section to be a part of a Mortgage File, such document shall be
delivered promptly to the Trustee (or a Custodian on behalf of the Trustee).
Any
such original document delivered to or held by the Depositor that is not
required pursuant to the terms of this Section to be a part of a Mortgage File,
shall be delivered promptly to the related 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 a 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.
The
Depositor hereby directs the Trust Administrator to execute, deliver and perform
its obligations under the Basis
Risk Cap Agreements.
The
Depositor, the Servicer and the Holders of the Floating Rate Certificates by
their acceptance of such Certificates acknowledge and agree that the Trust
Administrator shall execute, deliver and perform its obligations under the
Basis
Risk Cap Agreements and shall do so solely in its capacity as Trust
Administrator, 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 2.02 |
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 a Custodian on
behalf of the Trustee) holds and will hold such documents and other property,
including property yet to be received in the Trust Fund, in trust, upon the
trusts herein set forth, for the benefit of all present and future
Certificateholders. The Trustee or the related 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 related 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 related Custodian on its behalf shall
promptly so notify the Depositor, the Trust Administrator, the Sponsor, the
related Servicer and, if such notice is from the related Custodian on the
Trustee’s behalf, the Trustee. In addition, upon the discovery by the Depositor,
the related Servicer, the Trust Administrator or the Trustee of a breach of
any
of the representations and warranties made by the related Originator or the
Sponsor in the related Assignment Agreement in respect of any Mortgage Loan
which materially adversely affects such Mortgage Loan or the interests of the
related Certificateholders in such Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties.
The
Depositor and the Trustee intend that the assignment and transfer herein
contemplated constitute a sale of the Mortgage Loans, the related Mortgage
Notes
and the related documents, conveying good title thereto free and clear of any
liens and encumbrances, from the Depositor to the Trustee in trust for the
benefit of the Certificateholders and that such property not be part of the
Depositor’s estate or property of the Depositor in the event of any insolvency
by the Depositor. In the event that such conveyance is deemed to be, or to
be
made as security for, a loan, the parties intend that the Depositor shall be
deemed to have granted and does hereby grant to the Trustee a first priority
perfected security interest in all of the Depositor’s right, title and interest
in and to the Mortgage Loans, the related Mortgage Notes and the related
documents, and that this Agreement shall constitute a security agreement under
applicable law.
The
Trustee may, concurrently with the execution and delivery hereof or at any
time
thereafter, enter into a custodial agreement with a Custodian pursuant to which
the Trustee appoints a Custodian to hold the Mortgage Files on behalf of the
Trustee for the benefit of the Trustee and all present and future
Certificateholders, which may provide that the related 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 related Mortgage Files of all the related
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, a 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 Originator or the Sponsor of any representation, warranty or
covenant under an Assignment 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 related Originator and the Sponsor of such
defect, missing document or breach and request that the related Originator
or
the Sponsor deliver such missing document or cure such defect or that the
related Originator or the Sponsor, as applicable, cure such breach within 90
days from the date the related Originator or the Sponsor, as applicable, was
notified of such missing document, defect or breach, and if the related
Originator or Sponsor, as applicable, 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 related Originator or Sponsor,
as
applicable, under the related Assignment 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 related Originator or Sponsor, as applicable, is
obligated to do so under the related Assignment Agreement. The Purchase Price
for the repurchased Mortgage Loan and any indemnification shall be remitted
by
the related Originator or the Sponsor, as applicable, to the related Servicer
for deposit into the related Collection Account, and the related 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 related Originator or the Sponsor, as applicable, the related
Mortgage File, and the Trustee shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the related Originator
or the Sponsor, as applicable, shall furnish to it and as shall be necessary
to
vest in the related Originator or the Sponsor, as applicable, 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 related Originator or the Sponsor, as applicable, is
not a
member of MERS and repurchases a Mortgage Loan which is registered on the MERS
System, the related Originator or the Sponsor, as applicable, pursuant to the
related Assignment 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 related
Originator or the Sponsor, as applicable, 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 related Assignment Agreement, the related Originator
or
the Sponsor, as applicable, 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 related Originator or the Sponsor, as applicable, 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 related Assignment Agreement to perform any applicable indemnification
obligations with respect to any such omission, defect or breach, as provided
in
such Assignment 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
related Originator or the Sponsor, as applicable, 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 related Originator or the Sponsor,
as applicable, to remedy such breach as provided in the related Assignment
Agreement as follows: upon any Principal Prepayment with respect to the affected
Mortgage Loan, the related Originator or the Sponsor, as applicable, shall
pay
or cause to be paid to the Purchaser 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 related Servicer or any other party
hereto or receipt of notice by the Depositor of the breach of any
representation, warranty or covenant of the related Servicer set forth in
Section 2.05 which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the related 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 related Originator or the Sponsor, as
applicable, substitutes a Qualified Substitute Mortgage Loan or Loans, such
substitution shall be effected by the related Originator or the Sponsor, as
applicable, delivering to the Trustee (or to the related 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 related Originator, the Sponsor and
the
related 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 related Originator or the Sponsor, as applicable. 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 related Originator or the Sponsor, as
applicable, 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
related 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 related
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 related Assignment Agreement
(including all applicable representations and warranties thereof included in
such Assignment Agreement), in each case as of the date of
substitution.
For
any
month in which the related Originator or the Sponsor, as applicable, substitutes
one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the related 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 related Originator
or the Sponsor, as applicable, to deliver or cause to be delivered, and shall
request that such delivery be to the related Servicer for deposit in the related
Collection Account, an amount equal to the Substitution Shortfall Amount, if
any, and the Trustee (or the related 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 related Servicer of such deposit, shall
release to the related Originator or the Sponsor, as applicable, 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
related Originator or the Sponsor, as applicable, shall deliver to it and as
shall be necessary to vest therein any Deleted Mortgage Loan released pursuant
hereto.
In
addition, the related Originator or the Sponsor, as applicable, 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, a 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 related
Originator or the Sponsor, as applicable, pursuant to the related Assignment
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
related Originator or the Sponsor, as applicable, 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 related Originator or the
Sponsor, as applicable, under the related Assignment 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, the related Originator 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 related Originator or the Sponsor for breach of a
representation or warranty.
SECTION 2.04 |
[Reserved].
|
SECTION 2.05 |
Representations,
Warranties and Covenants of the Servicers and the Master
Servicer.
|
(a) Ameriquest
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) Such
Servicer is a corporation 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
such 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) Such
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 such 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 such Servicer, enforceable against such 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 such Servicer, the servicing of
the
Mortgage Loans by such 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 such Servicer and will
not (A) result in a breach of any term or provision of the charter or by-laws
of
such 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 such Servicer is a party or by which it may
be
bound, or any statute, order or regulation applicable to such Servicer of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over such Servicer; and such 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 such Servicer’s
knowledge, would in the future materially and adversely affect, (x) the ability
of such Servicer to perform its obligations under this Agreement or (y) the
business, operations, financial condition, properties or assets of such Servicer
taken as a whole;
(iv) Such
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 such
Servicer that would materially and adversely affect the execution, delivery
or
enforceability of this Agreement or the ability of such 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 such Servicer
of, or compliance by such 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
such Servicer or an affiliate thereof; and
(ix) Such
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(a) shall survive delivery of the Mortgage Files
to
the Trustee or to the related 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 Servicers,
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 related Servicer set forth in Section 2.03(c) to cure breaches
shall constitute the sole remedies against the related 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) Xxxxx
Fargo, as 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 Master Servicer, the Certificateholders and to the Depositor
that as of the Closing Date or as of such date specifically provided
herein:
(i) Such
Servicer is a national banking association or corporation, as applicable, duly
formed, validly existing and in good standing under the laws of the United
States of America or the state of its incorporation, as applicable, and is
duly
authorized and qualified to transact any and all business contemplated by this
Agreement to be conducted by such Servicer;
(ii) Such
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. Such Servicer
has
duly authorized the execution, delivery and performance of this Agreement,
has
duly executed and delivered this Agreement, and this Agreement, assuming the
due
authorization, execution and delivery thereof by the Trustee, the Depositor
and
the Trust Administrator, constitutes a legal, valid and binding obligation
of
such Servicer, enforceable against such 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 such Servicer, the servicing of
the
Mortgage Loans by such Servicer hereunder, the consummation by such 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
such
Servicer and will not (A) result in a breach of any term or provision of the
charter or by-laws of such 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 such Servicer is a party or
by
which it may be bound, or any statute, order or regulation applicable to such
Servicer of any court, regulatory body, administrative agency or governmental
body having jurisdiction over such Servicer; and such 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 such
Servicer's knowledge, would in the future materially and adversely affect,
(x)
the ability of such Servicer to perform its obligations under this Agreement
or
(y) the business, operations, financial condition, properties or assets of
such
Servicer taken as a whole;
(iv) Such
Servicer is an approved seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good
standing;
(v) Such
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 such Servicer that would materially and adversely
affect the execution, delivery or enforceability of this Agreement or the
ability of such Servicer to service the Mortgage Loans or 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, such
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 such
Servicer of its obligations under, or the validity or enforceability of, this
Agreement;
(viii) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by such Servicer
of, or compliance by such Servicer with, this Agreement or the consummation
by
it 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;
(ix) Such
Servicer is a member of MERS in good standing, and will comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS.
It
is
understood and agreed that the representations, warranties and covenants set
forth in this Section 2.05(b) shall survive delivery of the Mortgage Files
to
the Trustee or to the related 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 Servicers,
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 related Servicer set forth in Section 2.03(c) to cure breaches
shall constitute the sole remedies against the related 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.
(c) Opteum
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) Such
Servicer is a limited liability corporation duly organized, validly existing
and
in good standing under the laws of the State of [_______] and is duly authorized
and qualified to transact any and all business contemplated by this Agreement
to
be conducted by such 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) Such
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 such 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 such Servicer, enforceable against such 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 such Servicer, the servicing of
the
Mortgage Loans by such 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 such Servicer and will
not (A) result in a breach of any term or provision of the charter or by-laws
of
such 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 such Servicer is a party or by which it may
be
bound, or any statute, order or regulation applicable to such Servicer of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over such Servicer; and such 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 such Servicer’s
knowledge, would in the future materially and adversely affect, (x) the ability
of such Servicer to perform its obligations under this Agreement or (y) the
business, operations, financial condition, properties or assets of such Servicer
taken as a whole;
(iv) Such
Servicer is an approved seller/servicer for Xxxxxx Mae 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 such
Servicer that would materially and adversely affect the execution, delivery
or
enforceability of this Agreement or the ability of such 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 such Servicer
of, or compliance by such 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
such Servicer or an affiliate thereof; and
(ix) Such
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 related 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 Servicers,
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 related Servicer set forth in Section 2.03(c) to cure breaches
shall constitute the sole remedies against the related 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.
(d) The
Master Servicer hereby represents, warrants and covenants to the Trust
Administrator and the Trustee, for the benefit of each of the Trustee, the
Trust
Administrator, the Certificateholders and to the Depositor that as of the
Closing Date or as of such date specifically provided herein:
(i) The
Master Servicer is a national banking association duly formed, validly existing
and in good standing under the laws of the United States of America and is
duly
authorized and qualified to transact any and all business contemplated by this
Agreement to be conducted by the Master Servicer;
(ii) The
Master Servicer has the full power and authority to conduct its business as
presently conducted by it and to execute, deliver and perform, and to enter
into
and consummate, all transactions contemplated by this Agreement. The Master
Servicer has duly authorized the execution, delivery and performance of this
Agreement, has duly executed and delivered this Agreement, and this Agreement,
assuming due authorization, execution and delivery by the Depositor and the
Trustee, constitutes a legal, valid and binding obligation of the Master
Servicer, enforceable against it in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting the enforcement of creditors’ rights generally and by
general principles of equity;
(iii) The
execution and delivery of this Agreement by the Master Servicer, the
consummation by the Master Servicer of any other of the transactions herein
contemplated, and the fulfillment of or compliance with the terms hereof are
in
the ordinary course of business of the Master Servicer and will not (A) result
in a breach of any term or provision of charter and by-laws of the Master
Servicer or (B) conflict with, result in a breach, violation or acceleration
of,
or result in a default under, the terms of any other material agreement or
instrument to which the Master Servicer is a party or by which it may be bound,
or any statute, order or regulation applicable to the Master Servicer of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over the Master Servicer; and the Master Servicer is not a party
to, bound by, or in breach or violation of any indenture or other agreement
or
instrument, or subject to or in violation of any statute, order or regulation
of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it, which materially and adversely affects or, to the Master
Servicer’s knowledge, would in the future materially and adversely affect, the
ability of the Master Servicer to perform its obligations under this
Agreement;
(iv) The
Master Servicer or an Affiliate thereof is an approved seller/servicer for
Xxxxxx Mae or Xxxxxxx Mac in good standing and is a HUD approved mortgagee
pursuant to Section 203 of the National Housing Act;
(v) The
Master Servicer does not believe, nor does it have any reason or cause to
believe, that it cannot perform each and every covenant made by it and contained
in this Agreement;
(vi) No
litigation is pending against the Master Servicer that would materially and
adversely affect the execution, delivery or enforceability of this Agreement
or
the ability of the Master Servicer to perform any of its other obligations
hereunder in accordance with the terms hereof,
(vii) There
are
no actions or proceedings against, or investigations known to it of, the Master
Servicer before any court, administrative or other tribunal (A) that might
prohibit its entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this Agreement or (C) that
might prohibit or materially and adversely affect the performance by the Master
Servicer of its obligations under, or validity or enforceability of, this
Agreement; and
(viii) No
consent, approval, authorization or order of any court or governmental agency
or
body is required for the execution, delivery and performance by the Master
Servicer of, or compliance by the Master Servicer with, this Agreement or the
consummation of the transactions contemplated by this Agreement, except for
such
consents, approvals, authorizations or orders, if any, that have been obtained
prior to the Closing Date.
It
is
understood and agreed that the representations, warranties and covenants set
forth in this Section 2.05(d) shall survive delivery of the Mortgage Files
to
the Trustee or to the related 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 Servicers,
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 related 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 |
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 related
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.
|
Unless
otherwise specified, all references to actions to be taken by “the Servicer”
under this Article III or any other provision of this Agreement with respect
to
a Mortgage Loan or Mortgage Loans or with respect to an REO Property or REO
Properties shall be to actions to be taken or previously taken by the related
Servicer with respect to a Mortgage Loan or Mortgage Loans serviced thereby
or
with respect to an REO Property or REO Properties administered
thereby.
Furthermore, unless otherwise specified, all references to actions to be taken
or previously taken by “the Servicer” under this Article III or any other
provision of this Agreement with respect to “the Collection Account” or “the
Servicing Account” shall be to actions to be taken or previously taken by each
Servicer with respect to the Collection Account or an escrow account to be
established and maintained thereby. Consistent with the foregoing, but only
insofar as the context so permits, this Article III is to be read with respect
to each Servicer as if such Servicer alone was servicing and administering
its
respective Mortgage Loans hereunder.
The
Servicer shall service and administer its respective 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 a Servicer
or any Sub-Servicer may have with the related Mortgagor;
(ii) the
ownership of any Certificate by a Servicer or any Affiliate of a
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, each 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 (b) (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 related Originator under the related Master
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 any Originator
to
repurchase or substitute for a Mortgage Loan which has breached a representation
or warranty under the related Assignment Agreement. If such Originator fails
to
pay the amount of such waived Prepayment Charge in accordance with its
obligations under the related Master Agreement, the Trustee, the Servicer and
the Depositor shall consult on further actions to be taken against such
Originator. Notwithstanding the foregoing, to the extent that the Trustee and
the related Originator are the same entity, the Trustee shall enforce the
obligations of the related Originator under the related Master Agreement
pursuant to the terms of this paragraph. 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”).
Subject
only to the above-described servicing standards and the terms of this Agreement
and of the respective 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 (if the Master Servicer is acting
as Servicer) without fee, in accordance with the terms of this Agreement, in
the
event that the Servicer (or the Master Servicer, if it is then acting as
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.
|
Each
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed by this Agreement and undertaken hereunder
by
the related Servicer herein.
Notwithstanding
any Sub-Servicing Agreement, any of the provisions of this Agreement relating
to
agreements or arrangements between the Servicer and a Sub-Servicer or reference
to actions taken through a Sub-Servicer or otherwise, the Servicer shall remain
obligated and primarily liable to the Trustee and the Certificateholders for
the
servicing and administering of the Mortgage Loans in accordance with the
provisions of Section 3.01 without diminution of such obligation or liability
by
virtue of such Sub-Servicing Agreements or arrangements or by virtue of
indemnification from the Sub-Servicer and to the same extent and under the
same
terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
with a Sub- Servicer for indemnification of the Servicer by such Sub-Servicer
and nothing contained in this Agreement shall be deemed to limit or modify
such
indemnification.
SECTION 3.05 |
No
Contractual Relationship Between Sub-Servicers and Trustee, Trust
Administrator or
Certificateholders.
|
Any
Sub-Servicing Agreement that may be entered into and any transactions or
services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
and the Trustee, the 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
(or, if the Master Servicer is the Servicer, the Trustee (or the successor
servicer appointed pursuant to Section 7.02) 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 or the Trustee,
as applicable, 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 Trustee, as applicable or the successor servicer for the 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
Trust Administrator, its designee or any successor Servicer shall be deemed
to
have assumed any liability or obligation of the Servicer that arose before
it
ceased to be the Servicer.
The
Servicer at its expense shall, upon request of the Master Servicer or the
Trustee, as applicable, deliver to the assuming party all documents and records
relating to each Sub-Servicing Agreement and the Mortgage Loans then being
serviced and an accounting of amounts collected and held by or on behalf of
it,
and otherwise use its best efforts to effect the orderly and efficient transfer
of the Sub- Servicing Agreements to the assuming party.
SECTION 3.07 |
Collection
of Certain Mortgage Loan Payments.
|
The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Mortgage Loans, and shall, to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any applicable insurance policies, follow such collection procedures as
it
would follow with respect to mortgage loans comparable to the Mortgage Loans
and
held for its own account. Consistent with the foregoing and the servicing
standards set forth in Section 3.01 the Servicer may in its discretion (i)
waive
any late payment charge or, if applicable, penalty interest, (ii) waive any
provision of any Mortgage Loan requiring the related Mortgagor to submit to
mandatory arbitration with respect to disputes arising thereunder or (iii)
extend the due dates for Monthly Payments due on a Mortgage Note for a period
of
not greater than 180 days; provided that any extension pursuant to clause (iii)
above shall not affect the amortization schedule of any Mortgage Loan for
purposes of any computation hereunder, except as provided below. In the event
of
any such arrangement pursuant to clause (iii) above, the Servicer shall make
timely advances on such Mortgage Loan during such extension pursuant to Section
4.03 and in accordance with the amortization schedule of such Mortgage Loan
without modification thereof by reason of such arrangements. Notwithstanding
the
foregoing, in the event that any Mortgage Loan is in default or, in the judgment
of the Servicer, such default is reasonably foreseeable, the Servicer,
consistent with the standards set forth in Section 3.01 may waive,
modify or vary any term of such Mortgage Loan (including, but not limited to,
modifications that change the Mortgage Rate, forgive the payment of principal
or
interest or extend the final maturity date of such Mortgage Loan), accept
payment from the related Mortgagor of an amount less than the Stated Principal
Balance in final satisfaction of such Mortgage Loan (such payment, a “Short
Pay-off”) or consent to the postponement of strict compliance with any such term
or otherwise grant indulgence to any Mortgagor, if
in the
Servicer’s determination such waiver, modification, postponement or indulgence
is not materially adverse to the interests of the Certificateholders (taking
into account any estimated Realized Loss that might result absent such action);
provided, however, Xxxxx Fargo, as Servicer shall not modify any Mortgage Loan
in a manner that would capitalize the amount of any unpaid Monthly Payments
or
tax or insurance payments advanced by Xxxxx Fargo, as Servicer on the
Mortgagor’s behalf unless the related Mortgagor shall have remitted an amount
equal to a full Monthly Payment (or, in the case of any Mortgage Loan subject
to
a forbearance plan or bankruptcy plan, a full modified monthly payment under
such plan) in each of the three calendar months immediately preceding the month
of such modification.
SECTION 3.08 |
Sub-Servicing
Accounts.
|
In
those
cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
Sub-Servicing Account shall be an Eligible Account and shall comply with all
requirements of this Agreement relating to the Collection Account. The
Sub-Servicer shall deposit in the Sub-Servicing Account, in no event more than
two Business Days after the Sub-Servicer’s receipt thereof, all proceeds of
Mortgage Loans received by the Sub-Servicer less its servicing compensation
to
the extent permitted by the Sub-Servicing Agreement. The Sub-Servicer shall
thereafter remit such proceeds to the Servicer for deposit in the Collection
Account not later than two Business Days after the deposit of such amounts
in
the Sub-Servicing Account. For purposes of this Agreement, the Servicer shall
be
deemed to have received payments on the Mortgage Loans when the Sub-Servicer
receives such payments.
SECTION 3.09 |
Collection
of Taxes and Similar Items; Servicing
Accounts.
|
To
the
extent the terms of a Mortgage provide for Escrow Payments, the Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into
which all collections from the Mortgagors (or related advances from
Sub-Servicers) for the payment of taxes, fire, flood, and hazard insurance
premiums, hazard insurance proceeds (to the extent such amounts are to be
applied to the restoration or repair of the property) and comparable items
for
the account of the Mortgagors (“Escrow Payments”) shall be deposited and
retained. Servicing Accounts shall be Eligible Accounts. The Servicer shall
deposit in the Servicing Accounts on a daily basis and in no event later than
the second Business Day after receipt, and retain therein, all Escrow Payments
collected on account of the Mortgage Loans, for the purpose of effecting the
timely payment of any such items as required under the terms of this Agreement.
Withdrawals of amounts from a Servicing Account may be made only to (i) effect
timely payment of taxes, fire, flood, and hazard insurance premiums, and
comparable items; (ii) reimburse the Servicer out of related collections for
any
advances made pursuant to Section 3.01 (with respect to taxes and assessments)
and Section 3.14 (with respect to fire, flood and hazard insurance); (iii)
refund to Mortgagors any sums as may be determined to be overages; (iv) pay
interest, if required and as described below, to Mortgagors on balances in
the
Servicing Account; or (v) clear and terminate the Servicing Account at the
termination of the Servicer’s obligations and responsibilities in respect of the
Mortgage Loans under this Agreement in accordance with Article IX. As part
of
its servicing duties, the Servicer shall pay to the Mortgagors interest on
funds
in Servicing Accounts, to the extent required by law and, to the extent that
interest earned on funds in the Servicing Accounts is insufficient, to pay
such
interest from its or their own funds, without any reimbursement therefor.
Notwithstanding the foregoing, the Servicer shall not be obligated to collect
Escrow Payments if the related Mortgage Loan does not require such payments
but
the Servicer shall nevertheless be obligated to make Servicing Advances as
provided in Section 3.01. In the event the Servicer shall deposit in the
Servicing Accounts any amount not required to be deposited therein, it may
at
any time withdraw such amount from the Servicing Accounts, any provision to
the
contrary notwithstanding.
To
the
extent that a Mortgage does not provide for Escrow Payments, the Servicer (i)
shall determine whether any such payments are made by the Mortgagor in a manner
and at a time that is necessary to avoid the loss of the Mortgaged Property
due
to a tax sale or the foreclosure as a result of a tax lien and (ii) shall ensure
that all insurance required to be maintained on the Mortgaged Property pursuant
to this Agreement is maintained. If any such payment has not been made and
the
Servicer receives notice of a tax lien with respect to the Mortgage Loan being
imposed, the Servicer will, to the extent required to avoid loss of the
Mortgaged Property, advance or cause to be advanced funds necessary to discharge
such lien on the Mortgaged Property. The Servicer assumes full responsibility
for the payment of all such bills and shall effect payments of all such bills
irrespective of the Mortgagor’s faithful performance in the payment of same or
the making of the Escrow Payments and shall make Servicing Advances from its
own
funds to effect such payments.
SECTION 3.10 |
Collection
Account and Distribution Account.
|
(a) On
behalf
of the Trust Fund, the Servicer shall establish and maintain one or more
separate, segregated trust accounts (such account or accounts, the “Collection
Account”), held in trust for the benefit of the Trust Administrator, the Trustee
and the Certificateholders. On behalf of the Trust Fund, the Servicer shall
deposit or cause to be deposited in the clearing account (which account must
be
an Eligible Account) in which it customarily deposits payments and collections
on mortgage loans in connection with its mortgage loan servicing activities
on a
daily basis, and in no event more than two Business Days after the Servicer’s
receipt thereof, and shall thereafter deposit in the Collection Account, in
no
event more than one Business Day after the deposit of such funds into the
clearing account, as and when received or as otherwise required hereunder,
the
following payments and collections received or made by it from and after the
Cut-off Date (other than in respect of principal or interest on the related
Mortgage Loans due on or before the Cut-off Date), or payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a Due Period subsequent thereto:
(i) all
payments on account of principal, including Principal Prepayments (but not
Prepayment Charges), on the Mortgage Loans;
(ii) all
payments on account of interest (net of the related Servicing Fee and any
Prepayment Interest Excess) on each Mortgage Loan;
(iii) all
Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (other than
(a) proceeds to be held in an escrow account and applied to the restoration
or
repair of the Mortgaged Property or released to the Mortgagor in accordance
with
the terms of this Agreement or (b) proceeds collected in respect of any
particular REO Property and amounts paid by the Servicer in connection with
a
purchase of Mortgage Loans and REO Properties pursuant to Section
9.01);
(iv) any
amounts required to be deposited pursuant to Section 3.12 in connection with
any
losses realized on Permitted Investments with respect to funds held in the
Collection Account;
(v) any
amounts required to be deposited by the Servicer pursuant to the second
paragraph of Section 3.14(a) in respect of any blanket policy
deductibles;
(vi) all
proceeds of any Mortgage Loan repurchased or purchased in accordance with
Section 2.03 or Section 9.01;
(vii) all
amounts required to be deposited in connection with shortfalls in principal
amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03;
and
(viii) all
Prepayment Charges collected by the Servicer and any Servicer Prepayment Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans.
For
purposes of the immediately preceding sentence, the Cut-off Date with respect
to
any Qualified Substitute Mortgage Loan shall be deemed to be the date of
substitution.
The
foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges, Prepayment
Interest Excess or assumption fees (other than Prepayment Charges) need not
be
deposited by the Servicer in the Collection Account. In the event the Servicer
shall deposit in the Collection Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Collection Account,
any provision herein to the contrary notwithstanding.
(b) On
behalf
of the Trust Fund, the Trust Administrator, as agent for the Trustee, shall
establish and maintain one or more separate, segregated trust accounts (such
account or accounts, the “Distribution Account”), held in trust for the benefit
of the Certificateholders. On behalf of the Trust Fund, the Servicers shall
deliver to the Trust Administrator in immediately available funds for deposit
in
the Distribution Account on or before 2:00 p.m. (or, in the case of Xxxxx Fargo,
as Servicer, by 4:00 p.m. and in the case of Ameriquest by 3:00 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) 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 and the Distribution Account may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12. The
Servicer shall give notice to the Trust Administrator (who shall give notice
to
the Trustee, the Depositor, the Master Servicer) of the location of the
Collection Account maintained by it when established and prior to any change
thereof. The Trust Administrator shall give notice to the Servicer, the Trustee
and the Depositor of the location of the Distribution Account when established
and prior to any change thereof.
(d) Funds
held in the Collection Account at any time may be delivered by the Servicer
to
the Trust Administrator for deposit in an account (which may be the Distribution
Account and must satisfy the standards for the Distribution Account as set
forth
in the definition thereof) and for all purposes of this Agreement shall be
deemed to be a part of the Collection Account; provided, however, that the
Trust
Administrator shall have the sole authority to withdraw any funds held pursuant
to this subsection (d). In the event the Servicer shall deliver to the Trust
Administrator for deposit in the Distribution Account any amount not required
to
be deposited therein, it may at any time request that the Trust Administrator
withdraw such amount from the Distribution Account and remit to it any such
amount, any provision herein to the contrary notwithstanding. In addition,
the
Servicer shall deliver to the Trust Administrator from time to time for deposit,
and upon written notification from the Servicer, the Trust Administrator shall
so deposit, in the Distribution Account:
(i) any
P&I Advances, as required pursuant to Section 4.03;
(ii) any
amounts required to be deposited pursuant to Section 3.23(d) or (f) in
connection with any REO Property;
(iii) any
amounts to be paid by the Servicer in connection with a purchase of Mortgage
Loans and REO Properties pursuant to Section 9.01;
(iv) any
amounts required to be deposited pursuant to Section 3.24 in connection with
any
Prepayment Interest Shortfalls; and
(v) any
Stayed Funds, as soon as permitted by the federal bankruptcy court having
jurisdiction in such matters.
(e) Promptly
upon receipt of any Stayed Funds, whether from the Servicer, a trustee in
bankruptcy, or federal bankruptcy court or other source, the Trust Administrator
shall deposit such funds in the Distribution Account, subject to withdrawal
thereof as permitted hereunder.
(f) The
Servicer shall deposit in the Collection Account any amounts required to be
deposited pursuant to Section 3.12(b) in connection with losses realized on
Permitted Investments with respect to funds held in the Collection
Account.
SECTION 3.11 |
Withdrawals
from the Collection Account.
|
The
Servicer shall, from time to time, make withdrawals from the Collection Account
for any of the following purposes or as described in Section 4.03:
(i) to
remit
to the Trust Administrator for deposit in the Distribution Account the amounts
required to be so remitted pursuant to Section 3.10(b) or permitted to be so
remitted pursuant to the first sentence of Section 3.10(d);
(ii) subject
to Section 3.16(d), to reimburse the Servicer for P&I Advances, but only to
the extent of amounts received which represent Late Collections (net of the
related Servicing Fees) of Monthly Payments on Mortgage Loans with respect
to
which such P&I Advances were made in accordance with the provisions of
Section 4.03;
(iii) subject
to Section 3.16(d), to pay the Servicer or any Sub-Servicer (A) any unpaid
Servicing Fees, (B) any unreimbursed Servicing Advances with respect to each
Mortgage Loan, but only to the extent of any Liquidation Proceeds, Insurance
Proceeds or other amounts as may be collected by the Servicer from a Mortgagor,
or otherwise received with respect to such Mortgage Loan and (C) without
limiting any right of withdrawal set forth in clause (vi) below, any Servicing
Advances made with respect to a Mortgage Loan that, following the final
liquidation of a Mortgage Loan are Nonrecoverable Advances, but only to the
extent that Late Collections, Liquidation Proceeds and Insurance Proceeds
received with respect to such Mortgage Loan are insufficient to reimburse the
Servicer or any Sub-Servicer for such Servicing Advances;
(iv) to
pay to
the Servicer as servicing compensation (in addition to the Servicing Fee) on
the
Servicer Remittance Date any interest or investment income earned on funds
deposited in the Collection Account;
(v) to
pay to
the Servicer, the Depositor or the Sponsor, as the case may be, with respect
to
each Mortgage Loan that has previously been purchased or replaced pursuant
to
Section 2.03 all amounts received thereon subsequent to the date of purchase
or
substitution, as the case may be;
(vi) to
reimburse the Servicer for any P&I Advance or Servicing Advance previously
made which the Servicer has determined to be a Nonrecoverable Advance in
accordance with the provisions of Section 4.03;
(vii) to
reimburse the Servicer, the Master Servicer or the Depositor for expenses
incurred by or reimbursable to the Servicer, the Master Servicer or the
Depositor, as the case may be, pursuant to Section 6.03;
(viii) to
reimburse the Servicer, the Trust Administrator, the Master Servicer or the
Trustee, as the case may be, for expenses reasonably incurred in respect of
the
breach or defect giving rise to the purchase obligation under Section 2.03
or
Section 2.04 of this Agreement that were included in the Purchase Price of
the
Mortgage Loan, including any expenses arising out of the enforcement of the
purchase obligation;
(ix) to
pay
itself any Prepayment Interest Excess (to the extent not otherwise
retained);
(x) to
pay,
or to reimburse the Servicer for advances in respect of expenses incurred in
connection with any Mortgage Loan pursuant to Section 3.16(b);
(xi) to
clear
and terminate the Collection Account pursuant to Section 9.01; and
(xii) to
withdraw any amounts deposited in the Collection Account in error.
The
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Collection Account, to the extent held by or on behalf of it, pursuant to
subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
shall provide written notification to the Trustee 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 Trust Administrator (in
its
capacity as such) or in the name of a nominee of the Trust Administrator. The
Trust Administrator shall be entitled to sole possession (except with respect
to
investment direction of funds held in the Collection Account and 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) in the case
of
Ameriquest and Opteum, 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. With respect to
Ameriquest and Opteum, 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. With respect to Xxxxx Fargo, as Servicer, such flood insurance shall
be in an amount equal to the lesser of (i) the unpaid principal balance of
the
related Mortgage Loan and (ii) the maximum amount of such insurance available
for the related Mortgaged Property under the national flood insurance program
(assuming that the area in which such Mortgaged Property is located is
participating in such program); provided, that, such flood insurance must also
be equal to the replacement value or the maximum payable amount under the Flood
Disaster Protection Act (FDPA).
In
the
event that the Servicer shall obtain and maintain a blanket policy with an
insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
Guide insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first two sentences of this Section 3.14, it being understood and agreed that
such policy may contain a deductible clause, in which case the Servicer shall,
in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with the first two sentences of
this
Section 3.14, and there shall have been one or more losses which would have
been
covered by such policy, deposit to the Collection Account from its own funds
the
amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as administrator and servicer of
the
Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself,
the Trustee, the Trust Fund and the Certificateholders, claims under any such
blanket policy in a timely fashion in accordance with the terms of such
policy.
(b) The
Servicer shall keep in force during the term of this Agreement a policy or
policies of insurance covering errors and omissions for failure in the
performance of its respective obligations under this Agreement, which policy
or
policies shall be in such form and amount that would meet the requirements
of
Xxxxxx Mae 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 and the Trust
Administrator.
The
Servicer shall provide to the Master Servicer, upon request in the case of
Xxxxx
Fargo, as 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 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 related 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 related
Custodian, on behalf of the Trustee, deliver to it the Mortgage File. Upon
receipt of such certification and request, the related 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 a Custodian on its behalf) shall, at the written request and expense
of any Certificateholder, provide a written report to such Certificateholder
of
all Mortgage Files released to the 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 related Custodian, on behalf of the Trustee,
shall, upon request of the Servicer and delivery to the related 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 related 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 related 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 related 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 related 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.
|
Opteum
and Xxxxx Fargo, as Servicer, shall deliver (and each of Opteum and Xxxxx Fargo,
as 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 2007; 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 2007, Ameriquest shall deliver to the Trust
Administrator, on or before March 15th of each calendar year beginning in 2007,
an Officers’ Certificate (an “Annual Statement of Compliance”) stating, as to
each signatory thereof, that (i) a review of 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 each 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,
nothwithstanding any such termination, assignment or resignation.
If
Opteum
or Xxxxx Fargo, as 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 related Servicer with written notice, which may be electronic and
confirmed by email, of its failure to deliver such Annual Statement of
Compliance and such 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 supercede any other provision in this Agreement or any other
agreement to the contrary.
Each
of
the Servicers, the Master Servicer and the Trust Administrator shall 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 Servicer’s obligations
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 2007, the Servicer, the Master Servicer,
the
Trust Administrator and the Custodian (if a party to this 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, 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 Servicers 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 2007, the Servicer, the Master Servicer, the Trust
Administrator and the Custodian (if a party to this 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
Servicers 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 Trust Administrator 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.
Each
of
the Servicer, the Master Servicer and the Trust Administrator shall indemnify
and hold harmless the Custodian, 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
Servicers shall deliver to the Trust Administrator for deposit into the
Distribution Account on or before 2:00 p.m. (or, in the case of Xxxxx Fargo,
as
Servicer, by 4:00 p.m. and in the case of Ameriquest by 3:00 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 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 related 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
Servicers and the Advancing Person.
SECTION 3.27 |
Late
Remittance.
|
With
respect to any remittance received by the Master Servicer after the day on which
such payment was due, Opteum and Xxxxx Fargo 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, and
Ameriquest shall pay to the Master Servicer interest on any such late payment
at
an annual rate equal to LIBOR plus fifty basis points, but in no event greater
than the maximum amount permitted by applicable law. Such interest shall be
deposited 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
Servicers (except with regards to defaulted Mortgage Loans and REO Properties
that are serviced by Ameriquest) 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 each 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 related Servicer and shall cause the related Servicer to perform
and observe the covenants, obligations and conditions to be performed or
observed by the Servicers under this Agreement. The Master Servicer shall
independently monitor each 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 each 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 related Servicer to the related
Collection Account pursuant to Section 3.10.
The
Trustee shall furnish the related Servicer and the Master Servicer with any
powers of attorney and other documents in form as provided to it necessary
or
appropriate to enable the related Servicer and the Master Servicer to 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 related 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 each Servicer.
|
The
Master Servicer shall be responsible for reporting to the Trustee, the Trust
Administrator and the Depositor the non-compliance by the related
Servicer
with its duties under this Agreement. In the review of the related Servicer’s
activities, the Master Servicer may rely upon an Officers’ Certificate of the
related Servicer (or similar document signed by a Servicing Officer of the
related Servicer) with regard to the related Servicer’s compliance with the
terms of this Agreement. In the event that the Master Servicer, in its good
faith judgment, determines that the related 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
Servicers under this Agreement, and shall, in the event that it receives notice
and confirms that a Servicer has failed to perform its obligations in accordance
with this Agreement, subject to the preceding paragraph, terminate the rights
and obligations of the related 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 a 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
related 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 related Servicer, the Master Servicer or the Trust
Administrator, of notice of any failure of the related 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 related 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 any 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 the 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 related Servicer, upon written request from a Servicing Officer,
with any powers of attorney empowering the Master Servicer or the related
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 related 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 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 Servicers 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 Servicers 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 Servicers 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 Servicers in respect of any Mortgage Loan or which otherwise are collected
by the Master Servicer or by the Servicers 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 related 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 related 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 Servicers, 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 related 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 related
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
related 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 each 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 related
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 related 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 related Servicer. In the event the
Trust Fund receives from the related Servicer all or any portion of amounts
in
respect of Compensating Interest required to be paid by the related Servicer
pursuant to Section 3.24, not so paid by the related 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 Master Servicer 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 Servicers from the related
Collection Account;
(2) Any
Advances received from the Servicers 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
Servicers 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 related 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 Master
Servicer 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 Trust Administrator. 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 Trust
Administrator shall deposit in the Distribution Account the amount of any loss
of principal incurred in respect of any such Permitted Investment made with
funds in such 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
Servicers 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 related Servicer or the Depositor
pursuant to Section 6.03(b), to the Trustee pursuant to Section 3.06,
Section 7.02 or Section 8.05 or to the Master Servicer pursuant to
Section 6.03(c), and (ii) any amounts expressly payable to the Master
Servicer as set forth in Section 3A.09.
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 related
Servicer, only to the extent the related 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 related Servicer
any such amounts as are due thereto under this Agreement and have not been
retained by or paid to the related Servicer, to the extent provided in this
Agreement and to refund to the related Servicer any amount remitted by the
related 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; 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 NAS Certificates (on
a
pro
rata
basis
based on the Certificate Principal Balance of each such class), the Lockout
Distribution Percentage of such principal distributions, until the Certificate
Principal Balances of the NAS Certificates have been reduced to zero; second,
to
the Class A-1 Certificates, until the Certificate Principal Balance of the
Class
A-1 Certificates has been reduced to zero; third, to the Class A-2 Certificates,
until the Certificate Principal Balance of the Class A-2 Certificates has been
reduced to zero; fourth, to the Class A-3 Certificates, until the Certificate
Principal Balance of the Class A-3 Certificates has been reduced to zero; fifth,
to the Class A-4 Certificates, until the Certificate Principal Balance of the
Class A-4 Certificates has been reduced to zero; sixth, to the Class A-5
Certificates, until the aggregate Certificate Principal Balance of the Class
A-5
Certificates has been reduced to zero and seventh, to the NAS Certificates
(on a
pro
rata
basis
based on the Certificate Principal Balance of each such Class), until the
Certificate Principal Balances of the NAS 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, as part of the Principal Distribution
Amount in an amount equal to the Overcollateralization Increase Amount for
the
Certificates, distributable as part of the Principal Distribution
Amount;
(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 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 up to the related Allocated Realized
Loss Amount related to each such Class of Certificates for such Distribution
Date;
(iv) to
the
Net WAC Rate Carryover Reserve Account, any Net WAC Rate Carryover Amounts
for
the Floating Rate Certificates and the Fixed Rate Certificates, after taking
into account amounts, if any, received under the Basis Risk Cap Agreements
for
such Distribution Date;
(v) to
reimburse the related Servicer for the amount of any P&I Advances or
Servicing Advances added to the unpaid principal balance of a Mortgage Loan
pursuant to a capitalization modification permitted in accordance with the
proviso in the last sentence of Section 3.07 (it being understood that with
respect to any P&I Advances or Servicing Advances outstanding on any
modified Mortgage Loan that was modified pursuant to any modification of a
kind
not contemplated and permitted by such proviso, then such advances shall only
be
reimbursable as provided in clauses (ii), (iii) and (vi) of Section
3.11(a));
(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, any amounts received under the Class
A-1
Basis Risk Cap Agreement, up to an amount equal to the Net WAC Carryover Amount
for such Class;
(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 such Class;
(iii) to
the
Holders of the Class A-3 Certificates, any amounts received under the Class
A-3
Basis Risk Cap Agreement, up to an amount equal to the Net WAC Carryover Amount
for such class;
(iv) 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
(v) 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-LTA1,
REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I
Regular Interest I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular
Interest I-LTA6, REMIC I Regular Interest I-LTA7, 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-LTA1,
REMIC
I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
Interest I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular Interest
I-LTA6, REMIC I Regular Interest I-LTA7, 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-LTA1, REMIC
I
Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
Interest I-LTA4, REMIC I Regular Interest I-LTA5, REMIC I Regular Interest
I-LTA6, REMIC I Regular Interest I-LTA7, 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 Servicers 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 related 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 related 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
Servicers), 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 that are (a)
delinquent 30 to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or
more days in each case, as of the last day of the preceding calendar month,
(d)
as to which foreclosure proceedings have been commenced and (e) with respect
to
which the related Mortgagor has filed for protection under applicable bankruptcy
laws, with respect to whom bankruptcy proceedings are pending or with respect
to
whom bankruptcy protection is in force;
(viii) 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 Servicers 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
Agreeements; 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. Each
Servicer, other than Xxxxx Fargo, hereby represents and warrants to the
Depositor that such Servicer is not subject to any delinquency recognition
policy established by the primary safety and soundness regulator, if any, of
such Servicer, that is more restrictive than the foregoing delinquency
recognition policy. Xxxxx Fargo hereby represents and warrants to the Depositor
that Xxxxx Fargo is not subject to any delinquency recognition policy
established by its safety and soundness regulators.
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 Servicers
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 Servicers.
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 2006, 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 (or, in the case of Ameriquest, the 18th
day of
the calendar month in which such Distribution Date occurs or, if such
18th
day is
not a Business Day, the Business Day immediately preceeding), the Servicers
shall deliver to the Trust Administrator, in a mutually agreed upon electronic
format or by such other means as the related 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 Servicers and
the
Trust Administrator); provided however, Ameriquest will not be obligated to
deliver to the Trust Administrator the information in Exhibit M-3 with respect
to the Mortgage Loans it services. No later than three Business Days after
the
15th
day of
each calendar month, the Servicers 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 related 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
Servicers.
(b) With
respect to any Mortgage Loan on which a Monthly Payment was due during the
related Due Period and delinquent on the related Determination Date, the amount
of the Servicer's P&I Advance will be equal to the amount of the Monthly
Payment (net of the related Servicing Fee) that is delinquent as of the close
of
business on the related Determination Date. With respect to each REO Property,
which REO Property was acquired during or prior to the related Prepayment Period
and as to which such REO Property an REO Disposition did not occur during the
related Prepayment Period, an amount equal to the excess, if any, of the Monthly
Payment (net of the related Servicing Fee) that would have been due on the
related Due Date in respect of the related Mortgage Loan, over the net income
from such REO Property deposited in the Collection Account pursuant to Section
3.23 for distribution on such Distribution Date.
By
2:00
p.m. (or, in the case of Xxxxx Fargo, as Servicer, by 4:00 p.m. and in the
case
of Ameriquest by 3:00 p.m.) New York time on the Servicer Remittance Date,
each
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 related
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 related 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 related
Servicer with respect to the Mortgage Loans. Any amounts held for future
distribution used by a Servicer to make a P&I Advance as permitted in the
preceding sentence shall be appropriately reflected in the related Servicer’s
records and replaced by the related 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 related 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 related 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 each 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 a 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 a 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 a 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
related Servicer to the Trust Administrator.
(e) In
the
event any 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), such Servicer will be terminated, and, in
accordance with Sections 7.01(a) and 7.02, the Master Servicer or (if the Master
Servicer is such 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, such 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 Extraordinary Trust Fund Expenses and Realized
Losses.
|
(a) Prior
to
each Distribution Date, each 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, each 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 each Servicer shall be either included in the related Remittance
Report (in form and format reasonably required and mutually agreed upon by
Servicers and the Master Servicer) or evidenced by an Officers’ Certificate
delivered to the Trust Administrator and the Trustee by the related 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 2006-FX1.”
(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. 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, the value of the right of the holder of the Class A-3 Certificates
to
receive payments from the Net WAC Reserve Fund shall be $204,000 and the
amount allocated to the right of the holders of the Fixed Rate Certificates
(other than the Class A-1 Certificates, the Class A-2 Certificates and the
Class
A-3 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
4.09(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
4.09(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 4.09(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 4.09(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 4.09(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 4.09(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 4.09(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 4.09(a)(iii).
The Depositor acknowledges that the performance by each of the Master Servicer
and the Trust Administrator of its duties under this Section 4.09(a)(iii)
related to the preparation, execution and filing of Form 8-K is also contingent
upon each 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 any 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 2007, the Trust Administrator shall prepare
and
file on behalf of the Trust a Form 10-K, in form and substance as required
by
the Exchange Act. Each such Form 10-K shall include the following items, in
each
case to the extent they have been delivered to the Trust Administrator within
the applicable time frames set forth in this Agreement:
(a) an
annual
compliance statement for each Servicer, the Master Servicer, the Trust
Administrator and any Servicing Function Participant engaged by such parties
(each, a “Reporting
Servicer”)
as
described under Section 3.20 of this Agreement, provided,
however,
that
the Trust Administrator, at its discretion, may omit from the Form 10-K any
annual compliance statement that is not required to be filed with such Form
10-K
pursuant to Regulation AB;
(b) (A)
the
annual reports on assessment of compliance with Servicing Criteria for each
Reporting Servicer, as described under Section 3.21 of this Agreement and (B)
if
each 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 Reporting Servicer’s
report on assessment of compliance with Servicing Criteria is not included
as an
exhibit to such Form 10-K, disclosure that such report is not included and
an
explanation why such report is not included, provided,
however,
that
the Trust Administrator, at its discretion, may omit from the Form 10-K any
assessment of compliance or attestation report described in clause (c) below
that is not required to be filed with such Form 10-K pursuant to Regulation
AB;
(c) (A)
the
registered public accounting firm attestation report for each Reporting
Servicer, as described under Section 3.21 of this Agreement and (B) if any
registered public accounting firm attestation report identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such registered public accounting firm attestation
report is not included as an exhibit to such Form 10-K, disclosure that such
report is not included and an explanation why such report is not included;
and
(d) a
Xxxxxxxx-Xxxxx Certification as described in this Section 4.09(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 2007, (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
Depositor in charge of the securitization shall sign the Form 10-K. 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
4.09(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 4.09(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 4.09(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 4.09(a)(iv) related to the timely preparation and execution of
Form
10-K is also contingent upon each 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. Each 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 Depositor in charge of the
securitization 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 4.09
(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
4.09(a)(ii) through (iv) above. Each of the Master Servicer, such 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. Each 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 4.09(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
4.09; 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 4.09 shall
not be reimbursable from the Trust Fund.
(b) The
Trust
Administrator shall indemnify and hold harmless the Depositor, each 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 4.09 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, each 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 4.09 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, each 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 Statement as to 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
Servicers 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 4.09 and (ii) any material misstatement or omission
in the Annual Statement of Compliance delivered by the Servicer pursuant to
Section 3.20 or the Assessment of Compliance delivered by the Servicer pursuant
to Section 3.21.
Notwithstanding
the provisions set forth in this Agreement, no Servicer shall be obligated
to
provide any indemnification or reimbursement hereunder to any other party for
any losses, damages, penalties, fines, forfeitures, legal fees and expenses
and
related costs, judgments, and any other costs, fees and expenses that any of
them may sustain which are indirect, consequential, punitive or special in
nature.
If
the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, the Master Servicer or the Trust Administrator, as
applicable, then the defaulting party, in connection with a breach of its
respective obligations under this Section 4.09 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 4.09(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 4.09 may be amended without the
consent of the Certificateholders.
SECTION 4.08 |
Early
Termination of the Basis Risk Cap
Agreements.
|
Upon
an
early termination of any of the Basis Risk Cap Agreements other than in
connection with the optional termination of the Trust pursuant to Section 9.01,
the Depositor hereby directs the Trust Administrator to use reasonable efforts
to appoint a successor basis risk cap provider. The Trust Administrator will
apply any termination payment received under such Basis Risk Cap Agreement
received from the original Basis Risk Cap Provider in connection with such
early
termination of such Basis Risk Cap Agreement to the upfront payment required
to
appoint a successor basis risk cap provider. If the Trust Administrator is
unable to appoint a successor basis risk cap provider within 30 days of the
termination payment received under the related Basis Risk Cap Agreement, then
the Trust Administrator will establish, and will deposit any termination payment
received under such Basis Risk Cap Agreement from the original Basis Risk Cap
Provider into, a separate, non-interest bearing reserve account (a “Basis Risk
Cap Termination Reserve Account”) and will, on each subsequent Distribution
Date, withdraw from the amount then remaining on deposit in the Basis Risk
Cap
Termination 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
Agreement, and distribute such amount in accordance with Section
4.06.
Upon
an
early termination of any of the Basis Risk Cap Agreements in connection with
the
optional termination of the trust, if the Trust Administrator receives a
termination payment under any of the Basis Risk Cap Agreements from the Basis
Risk Cap Provider, such termination payment shall be distributed in accordance
with the terms of 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-1
through A-19. 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 Servicers, 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 Servicers 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
Servicers, 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 Class CE, Class P or Residual 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 Class CE, Class P or Residual 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 Servicers, 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 Servicers 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 Class CE, Class P or Residual Certificate that is a Book-Entry Certificate,
except with respect to the initial transfer of any such Ownership Interest
by
the Depositor, such transfer shall be required to be made in reliance upon
Rule
144A under the 1933 Act, and the transferee will be deemed to have made each
of
the transferee representations and warranties set forth Exhibit F-1 hereto
in
respect of such interest as if it was evidenced by a Definitive Certificate.
The
Certificate Owner of any such Ownership Interest in any such Book-Entry
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trust Administrator and the Depositor against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.
Notwithstanding
the foregoing, no certification or Opinion of Counsel described in this Section
5.02(b) will be required in connection with the transfer, on the Closing Date,
of any Residual Certificate by the Depositor to an “accredited investor” within
the meaning of Rule 501(d) of the 1933 Act.
No
transfer of a Class CE Certificate, Class P Certificate or Residual Certificate
or any interest therein shall be made to any Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person acquiring such Certificates with “Plan Assets” of a Plan
within the meaning of the Department of Labor regulation promulgated at 29
C.F.R.§ 2510.3-101, 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 Servicers
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 Servicers, 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 Servicers, 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 Servicers,
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 Servicers, 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 Servicers,
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 each Servicer since the Closing Date
to
evidence such 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 each Servicer
since the Closing Date pursuant to Section 4.04(a). Copies and mailing of any
and all of the foregoing items will be available from the Trust Administrator
upon request at the expense of the person requesting the same.
ARTICLE
VI
THE
DEPOSITOR, THE MASTER SERVICER AND THE SERVICERS
SECTION 6.01 |
Liability
of the Depositor, the Master Servicer, and the
Servicers.
|
Each
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 each 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
Servicers.
|
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
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 Mae or Xxxxxxx Mac in good standing. The Depositor, the Master
Servicer and the Servicers 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 Servicers 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 Servicers shall be a party,
or any Person succeeding to the business of the Depositor, the Master Servicer
or the Servicers, shall be the successor of the Depositor, the Master Servicer
or the Servicers, 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 Servicers 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 Servicers
and
Others.
|
None
of
the Depositor, the Master Servicer, the Trust Administrator, the Servicers
(and
any Sub-Servicer) or any of the directors, officers, employees or agents of
the
Depositor, the Master Servicer, the Trust Administrator or the Servicers (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 Trust
Administrator, the Servicers (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 related 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
Trust Administrator, the Servicers (and any Sub-Servicer) and any director,
officer, employee or agent of the Depositor the Master Servicer, the Trust
Administrator or the Servicers 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 Trust Administrator, the Servicers (and any
Sub-Servicer) and any director, officer, employee or agent of the Depositor
or
the Servicers (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, the
Trust Administrator or the Servicers (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, the Trust Administrator, and the Servicers (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, the Trust Administrator or the Servicers (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, the Trust Administrator and the related
Servicer (and any Sub-Servicer) shall be entitled to be reimbursed therefor
from
the related 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 related 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 Servicers; Assignment of Master
Servicing.
|
(a) Each
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
related Servicer hereunder. Any such determination pursuant to clause (i) of
the
preceding sentence permitting the resignation of the related Servicer shall
be
evidenced by an Opinion of Counsel to such effect obtained at the expense of
the
related Servicer and delivered to the Trustee, the Master Servicer, and the
Trust Administrator. No resignation of the related 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 related
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 related 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
related Servicer hereunder. If, pursuant to any provision hereof, the duties
of
the related Servicer are transferred to a successor servicer, the entire amount
of the Servicing Fee and other compensation payable to the related Servicer
pursuant hereto shall thereafter be payable to such successor
servicer.
(b) The
Master Servicer may sell, assign or delegate its rights, duties and obligations
as Master Servicer under this Agreement in their entirety; provided, however,
that: (i) the purchaser or transferee accepting such sale, assignment and
delegation (a) shall be a Person qualified to service mortgage loans for Xxxxxx
Xxx or Xxxxxxx Mac; (b) shall have a net worth of not less than $50,000,000
(unless otherwise approved by each Rating Agency pursuant to clause (ii) below);
and (c) shall execute and deliver to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an assumption
by such Person of the due and punctual performance and observance of each
covenant and condition to be performed or observed by it as master servicer
under this Agreement from and after the effective date of such assumption
agreement; (ii) each Rating Agency shall be given prior written notice of the
identity of the proposed successor to the Master Servicer and shall confirm
in
writing to the Master Servicer and the Trustee that any such sale, assignment
or
delegation would not result in a withdrawal or a downgrading of the rating
on
any Class of Certificates in effect immediately prior to such sale, assignment
or delegation; and (iii) the Master Servicer shall deliver to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent to such action under this Agreement have been fulfilled
and
such action is permitted by and complies with the terms of this Agreement.
No
such sale, assignment or delegation shall affect any liability of the Master
Servicer arising prior to the effective date thereof.
SECTION 6.05 |
Successor
Master Servicer.
|
In
connection with the appointment of any successor Master Servicer or the
assumption of the duties of the Master Servicer, the Depositor or the Trustee
may make such arrangements for the compensation of such successor Master
Servicer out of payments on the Mortgage Loans as the Depositor or the Trustee
and such successor Master Servicer shall agree. If the successor Master Servicer
does not agree that such market value is a fair price, such successor Master
Servicer shall obtain two quotations of market value from third parties actively
engaged in the master servicing of single-family mortgage loans. Notwithstanding
the foregoing, the compensation payable to a successor Master Servicer may
not
exceed the compensation which the Master Servicer would have been entitled
to
retain if the Master Servicer had continued to act as Master Servicer
hereunder.
SECTION 6.06 |
Rights
of the Depositor in Respect of the
Servicers.
|
Each
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 such Servicer (and any such Sub-Servicer)
in
respect of such Servicer’s rights and obligations hereunder and access to
officers of such Servicer (and those of any such Sub-Servicer) responsible
for
such obligations. Upon request, each 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 such
Servicer and such other information relating to such 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
related 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 a Servicer under this Agreement and
may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of a Servicer under this Agreement or exercise the rights
of any Servicer under this Agreement; provided that a 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 a Servicer
and
is not obligated to supervise the performance of a 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 Servicers 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 Servicers, 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 Servicers 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 related
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
related 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.
|
Unless
otherwise specified, all references to “the Servicer” in this Article VII shall
be to events or actions as they relate to a specific Servicer.
(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 (in the case of
Ameriquest and Opteum) or two Business Days (in the case of Xxxxx Fargo, as
Servicer) 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, if the Servicer is an Originator, the
failure of the Originator to repurchase a Mortgage Loan as to which a breach
has
been established that requires a repurchase pursuant to the terms of related
Master Agreement), 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; provided however, that the
obligations of Ameriquest to deliver an Annual Statement of Compliance pursuant
to Section 3.20 and an Assessment of Compliance and Attestation Report pursuant
to Section 3.21 shall be subject to a cure period of 5 Business Days;
or
(vii) any
failure of the Servicer to make any P&I Advance on any Servicer Remittance
Date required to be made from its own funds pursuant to Section 4.03 which
continues unremedied until 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).
If
a
Servicer Event of Default described in clauses (i) through (vii) 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 a Servicer or the Master Servicer pursuant to Section 7.01 above
or any appointment of a successor to a 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 (i) or (vi) of Section 7.01 may be waived only by all
of
the Holders of the Regular Certificates. Upon any such waiver of a default
or
Servicer Event of Default 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 related Servicer pursuant to Section 3.12; and
(viii) Any
request or direction of the Depositor, the Servicers 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 Servicers in respect of the
Mortgage Loans or deposited in or withdrawn from the Collection Account by
the
related 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, a Custodian and any director, officer,
employee or agent of any of them, as applicable, shall be indemnified by the
Trust Fund and held harmless against any loss, liability or expense (not
including expenses, disbursements and advances incurred or made by the Trustee,
the Trust Administrator or a Custodian, as applicable, including the
compensation and the expenses and disbursements of its agents and counsel,
in
the ordinary course of the Trustee’s, the Trust Administrator’s or a
Custodian’s, as the case may be, performance in accordance with the provisions
of this Agreement) incurred by the Trustee, the Trust Administrator or a
Custodian, as applicable, in connection with any claim or legal action or any
pending or threatened claim or legal action arising out of or in connection
with
the acceptance or administration of its obligations and duties under this
Agreement (or, in the case of a Custodian, under the applicable Custodial
Agreement), other than any loss, liability or expense (i) resulting from any
breach of any Servicer’s or the Master Servicer’s obligations in connection with
this Agreement for which the Servicers 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 a Custodian, under the applicable 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 a Custodian, as a result
of a breach of such Custodian’s obligations under the related Custodial
Agreement). Any amounts payable to the Trustee, the Trust Administrator, a
Custodian, or any director, officer, employee or agent of any of them in respect
of the indemnification provided by this paragraph (a), or pursuant to any other
right of reimbursement from the Trust Fund that the Trustee, the Trust
Administrator, a Custodian or any director, officer, employee or agent of any
of
them may have hereunder in its capacity as such, may be withdrawn by the 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) Each
Servicer agrees to indemnify the Trustee, the Trust Administrator and any
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 such Custodian, as the case may be. Any payment hereunder made by each
Servicer to the Trustee, the Trust Administrator or such 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 Servicers 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
Servicers 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 Servicers 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 Servicers 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 Servicers 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 Servicers and the Trustee may consider
necessary or desirable. If such 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
Servicers, 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
Custodians.
|
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
applicable 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 applicable Custodian shall fail to satisfy all the related requirements
under this Agreement.
ARTICLE
IX
TERMINATION
SECTION 9.01 |
Termination
Upon Repurchase or Liquidation of the Mortgage
Loans.
|
(a) Subject
to Section 9.02, the respective obligations and responsibilities under this
Agreement of the Depositor, the Master Servicer, the Servicers, the Trustee
and
the Trust Administrator with respect to the Mortgage Loans (other than the
obligations of the Servicers and the Master Servicer to the Trustee and the
Trust Administrator pursuant to Section 8.05 and of the Servicers 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 Servicers and the Trust Administrator) and (ii)
the
fair market value of the Mortgage Loans and the REO Properties (as determined
by
the Servicers, 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 opton within three
months of its ability to do so, any of the Servicers 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 Servicers
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
Servicers;
(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 Servicers), 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. Each 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. Each
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 Servicers 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 Servicers 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 any 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 a 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, a 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 such 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 such 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 Servicers 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 related Servicer pursuant to Section 10.03 hereof,
if such tax arises out of or results from a breach by the related 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 Servicers, 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 Servicers
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 Servicers, 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 Servicers 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 Servicers or the Trustee
as
a result of a breach of the Trust Administrator’s covenants set forth in this
Article X.
(b) Each
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 Servicers 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
Servicers, 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 Servicers, 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 Servicers, 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 Servicers,
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 Servicers, 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 Servicers, 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
Servicers 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 Servicers 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 Servicers, the Trust
Administrator and the Trustee in writing by the Depositor,
(b) in
the case of Ameriquest, 0000 Xxxx & Xxxxxxx Xxxx, 00xx
Xxxxx,
Xxxxxx, Xxxxxxxxxx 00000, Attention: General Counsel (telecopy number: (000)
000-0000), or such other address or telecopy number as may hereafter be
furnished to the Master Servicer, the Trustee, the Trust Administrator and
the
Depositor in writing by Ameriquest, (c) in the case of Xxxxx Fargo, as Servicer,
0 Xxxx Xxxxxx, Xxx Xxxxxx, XX 00000-0000, Attention: Xxxx X. Xxxxx, MAC X
2302-033, (telecopy number: (000) 000-0000), with a copy to General Counsel,
0
Xxxx Xxxxxx, Xxx Xxxxxx, XX 00000-0000, MAC X 2401-06T, (telecopy number: (000)
000-0000), 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 Xxxxx Fargo, as Servicer (d) in the case of
Opteum,
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
Opteum, (e) in the case of the Master Servicer or the Trust Administrator,
Xxxxx
Fargo Bank, N.A., X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000, Attention: Client
Manager - CMLTI 2006-FX1 (telecopy (000) 000-0000), with a copy to Xxxxx Fargo
Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx, 00000, Attention:
Client Manager (telecopy number (000) 000-0000), with a copy to Well Fargo
Bank,
N.A., Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 000000,
Attention: Client Manager - CMLTI 2006-FX1 or such other address or telecopy
number as may hereafter be furnished to the Trustee, the Servicers and the
Depositor in writing by the Trust Administrator or Master Servicer and (f)
in
the case of the Trustee, U.S. Bank National Association, Xxx Xxxxxxx Xxxxxx,
0xx
Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Structured Finance/CMLTI 2006-FX1
(telecopy number (000) 000-0000), or such other address or telecopy number
as
may hereafter be furnished to the Master Servicer, the Servicers, 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 Servicers 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 Servicers, 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 any 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 DBRS, 00 Xxxxxxxx, Xxx Xxxx,
Xxx Xxxx 00000, 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 promulgated by the
Commission
under
the 1934 Act (17 C.F.R. §§ 229.1100 - 229.1123), as such may be amended from
time to time and subject to clarification and interpretive advice as may be
issued by the staff of the Commission from time to time. Therefore, each of
the
parties agrees that (a) the obligations of the parties hereunder shall be
interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
consistent with any such amendments, interpretive advice or guidance, convention
or consensus among active participants in the asset-backed securities markets,
opinion of counsel, or otherwise in respect of the requirements of Regulation
AB, (c) the parties shall comply with requests made by the Depositor 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, each 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:
|
Vice
President
|
AMERIQUEST
MORTGAGE COMPANY,
as
Servicer
|
|
By:
|
/s/
Xxxx. X. Xxxxxx
|
Name:
|
Xxxx.
X. Xxxxxx
|
Title:
|
EVP
|
XXXXX
FARGO BANK, N.A.,
as
Servicer
|
|
By:
|
/s/
Xxxxxx XxXxxxxx
|
Name:
|
Xxxxxx
XxXxxxxx
|
Title:
|
Vice
President
|
OPTEUM
FINANCIAL SERVICES, LLC,
as
Servicer
|
|
By:
|
/s/
Xxxxxxx Xxxxxx
|
Name:
|
Xxxxxxx
Xxxxxx
|
Title:
|
Senior
Vice President/Capital Markets Mgr.
|
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/
Xxxxxxxxx Xxxxxx
|
Name:
|
Xxxxxxxxx
Xxxxxx
|
Title:
|
Assistant
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
|
)
|
||
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
On
the
___ day of October 2006, 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 October 2006, before me, a notary public in and for said State,
personally appeared ____________, known to me to be a ______________ of
Ameriquest Mortgage Company, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
said entity, and acknowledged to me that such entity executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[Notarial
Seal]
STATE
OF
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
On
the
___ day of October 2006, 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]
STATE
OF
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF___________
|
)
|
On
the
___ day of October 2006, 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 October 2006, 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]
STATE
OF MASSACHUSETTS
|
)
|
|
)
|
ss.:
|
|
COUNTY
OF SUFFOLK
|
)
|
On
the
___ day of October 2006, before me, a notary public in and for said State,
personally appeared ________________, known to me to be a ______________of
U.S.
Bank National Association, one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf
of
said entity, and acknowledged to me that such entity executed the within
instrument.
IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
Notary
Public
|
[Notarial
Seal]
EXHIBIT
A-1
FORM
OF
CLASS A-1 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class A-1 Certificates as
of the
Issue Date: $151,787,000.00
|
Pass-Through
Rate: Variable
|
Denomination:
$151,787,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum
Financial
Services, LLC
|
First
Distribution Date: November 27, 2006
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
No.
1
|
Trust
Administrator: Xxxxx Fargo Bank, N.A
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: October 31, 2006
|
|
CUSIP:17309Y
AA 5
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE MASTER SERVICER, THE TRUST ADMINISTRATOR, THE
TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR
THE
UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY
OF THE
UNITED STATES.
This
certifies that Cede & Co. is the registered owner of a Percentage Interest
(obtained by dividing the denomination of this Certificate by the aggregate
Certificate Principal Balance of the Class A-1 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-1 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated
as
specified above (the “Agreement”), among Citigroup Mortgage Loan Trust Inc.
(hereinafter called the “Depositor,” which term includes any successor entity
under the Agreement), the
Master Servicer, the Servicers, the Trust Administrator and the Trustee,
a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have
the
meanings assigned in the Agreement. This Certificate is issued under and
is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant
to the terms of the Agreement, distributions will be made on the 25th
day of
each month or, if such 25th
day is
not a Business Day, the Business Day immediately following (a “Distribution
Date”), commencing on the First Distribution Date specified above, to the Person
in whose name this Certificate is registered on the Record Date, in an amount
equal to the product of the Percentage Interest evidenced by this Certificate
and the amount required to be distributed to the Holders of Class A-1
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicers, 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 Servicers, the Trust Administrator and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate shall be made unless the transfer is made pursuant
to an effective registration statement under the Securities Act of 1933,
as
amended (the “1933 Act”), and an effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. In the event that such a transfer
of
this Certificate is to be made without registration or qualification, the
Trust
Administrator shall require receipt of written certifications from the Holder
of
the Certificate desiring to effect the transfer, and from such Holder’s
prospective transferee, substantially in the forms attached to the Agreement
as
Exhibit F-1. None of the Depositor or the Trust Administrator is obligated
to
register or qualify the Class of Certificates specified on the face hereof
under
the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates
without
registration or qualification. Any Holder desiring to effect a transfer of
this
Certificate shall be required to indemnify the Trustee, the Trust Administrator,
the Depositor, the Servicers and any Sub-Servicers against any liability
that
may result if the transfer is not so exempt or is not made in accordance
with
such federal and state laws.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the Master Servicer, the Trust Administrator, the Trustee and
any
agent of the Depositor, the Master Servicer, the Trust Administrator or the
Trustee may treat the Person in whose name this Certificate is registered
as the
owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trust Administrator, the Trustee nor any such agent shall be affected
by
notice to the contrary.
The
obligations created by the Agreement and the Trust Fund created thereby shall
terminate 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:
October ___, 2006
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
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class A-2 Certificates as
of the
Issue Date:
$12,758,000.00
|
Pass-Through
Rate: Variable
|
Denomination:
: $12,758,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum
Financial
Services, LLC
|
First
Distribution Date: November 27, 2006
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
No.
1
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: October 31, 2006
|
|
CUSIP:
17309Y AB 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 and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE 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 Servicers,
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 Servicers, 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 Servicers, 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:
October ___, 2006
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|
By:
|
|
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|
By:
|
|
Authorized
Signatory
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
.
|
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check, to
.
|
Applicable
statements should be mailed to___________________________________________
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-3
FORM
OF
CLASS A-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”).
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class A-3 Certificates as
of the
Issue Date: $96,399,000.00
|
Pass-Through
Rate: Variable
|
Denomination:
$96,399,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum
Financial
Services, LLC
|
First
Distribution Date: November 27, 2006
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
No.
1
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: October 31, 2006
|
|
CUSIP:
17309Y AC 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 and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE 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-3 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-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 Servicers,
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-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 Servicers, 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 Servicers, 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:
October ___, 2006
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|
By:
|
|
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|
By:
|
|
Authorized
Signatory
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
.
|
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check, to
.
|
Applicable
statements should be mailed to___________________________________________
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-4
FORM
OF
CLASS A-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”).
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class A-4 Certificates as
of the
Issue Date: $30,744,000.00
|
Pass-Through
Rate: 6.081%
|
Denomination:
$30,744,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum
Financial
Services, LLC
|
First
Distribution Date: November 27, 2006
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
Trustee:
U.S. Bank National Association
|
|
Issue
Date: October 31, 2006
|
|
No.
1
|
CUSIP:
17309Y AD 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 and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE 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-4 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-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 Servicers,
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-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 Servicers, 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 Servicers, 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:
October ___, 2006
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|
By:
|
|
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|
By:
|
|
Authorized
Signatory
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
.
|
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check, to
.
|
Applicable
statements should be mailed to___________________________________________
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-5
FORM
OF
CLASS A-5 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class A-5 Certificates as
of the
Issue Date: $49,555,000.00
|
Pass-Through
Rate: 6.255%
|
Denomination:
$49,555,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum
Financial
Services, LLC
|
First
Distribution Date: November 27, 2006
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
Issue
Date: October 31, 2006
|
|
CUSIP:
17309Y AE 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 and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE 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-5 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-5 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicers,
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-5
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicers, 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 Servicers, 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:
October ___, 2006
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 A-6 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
.
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class A-6 Certificates as
of the
Issue Date: $22,916,000.00
|
Pass-Through
Rate: 5.845%
|
Denomination:
$22,916,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum
Financial
Services, LLC
|
First
Distribution Date: November 27, 2006
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
Issue
Date: October 31, 2006
|
|
CUSIP:
17309Y AF 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 and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE 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-6 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-6 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicers,
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-6
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicers, 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 Servicers, 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:
October ___, 2006
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 A-7 CERTIFICATE
UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
(THE “CODE”).
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class A-7 Certificates as
of the
Issue Date: $15,000,000.00
|
Pass-Through
Rate: 5.775%
|
Denomination:
$15,000,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum
Financial
Services, LLC
|
First
Distribution Date: November 27, 2006
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
Issue
Date: October 31, 2006
|
|
CUSIP:
17309Y AG 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 and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE 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-7 Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the
Class
A-7 Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Servicers,
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-7
Certificates on such Distribution Date pursuant to the Agreement.
All
distributions to the Holder of this Certificate under the Agreement will
be made
or caused to be made by the Trust Administrator by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trust Administrator in writing at least five Business
Days prior to the Record Date immediately prior to such Distribution Date
or
otherwise by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
will be made after due notice by the Trust Administrator of the pendency
of such
distribution and only upon presentation and surrender of this Certificate
at the
office or agency appointed by the Trust Administrator for that purpose as
provided in the Agreement.
This
Certificate is one of a duly authorized issue of Certificates designated
as
Asset-Backed Pass-Through Certificates of the Series specified on the face
hereof (herein called the “Certificates”) and representing the Percentage
Interest specified above in the Class of Certificates to which the Certificate
belongs.
The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from
the
Collection Account and the Distribution Account may be made from time to
time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.
The
Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Depositor,
the
Master Servicer, the Servicers, 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 Servicers, 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:
October ___, 2006
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-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.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class M-1 Certificates as
of the
Issue Date: $12,828,000.00
|
Pass-Through
Rate: 6.088%
|
Denomination:
: $12,828,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum
Financial
Services, LLC
|
First
Distribution Date: November 27, 2006
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
Issue
Date: October 31, 2006
|
|
CUSIP:
17309Y AH 0
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET-BACKED
PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE 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 Servicers,
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 Servicers, 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 Servicers, the Trust Administrator and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the 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:
October ___, 2006
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-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.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED
HEREIN.
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class M-2 Certificates as
of the
Issue Date: $10,094,000.00
|
Pass-Through
Rate: 6.336%
|
Denomination:
$10,094,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum
Financial
Services, LLC
|
First
Distribution Date: November 27, 2006
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
Issue
Date: October 31, 2006
|
|
CUSIP:
17309Y AJ 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 and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE 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 Servicers,
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 Servicers, the Trust Administrator and the Trustee and
the
rights of the Certificateholders, under the Agreement at any time by the
Depositor, Master Servicer, the Servicers, the Trust Administrator and the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the 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:
October ___, 2006
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|
By:
|
|
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|
By:
|
|
Authorized
Signatory
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
.
|
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check, to
.
|
Applicable
statements should be mailed to___________________________________________
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-10
FORM
OF
CLASS M-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.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class M-3 Certificates as
of the
Issue Date: $7,992,000.00
|
Pass-Through
Rate: 6.500%
|
Denomination:
$7,992,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum
Financial
Services, LLC
|
First
Distribution Date: November 27, 2006
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
Issue
Date: October 31, 2006
|
|
CUSIP:
17309Y AK 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 and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE 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 Servicers,
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 Servicers, 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 Servicers, the Trust Administrator and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the 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:
October ___, 2006
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|
By:
|
|
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|
By:
|
|
Authorized
Signatory
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset-Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
.
|
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check, to
.
|
Applicable
statements should be mailed to___________________________________________
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-11
FORM
OF
CLASS M-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.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS
AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
Series
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class M-4 Certificates as
of the
Issue Date: $2,103,000.00
|
Pass-Through
Rate: 6.500%
|
Denomination:
: $2,103,000.00
|
Cut-off Date and date of Pooling and
Servicing Agreement: October 1, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum
Financial
Services, LLC
|
First
Distribution Date: November 27, 2006
|
Master
Servicer: Xxxxx Fargo Bank, N.A.
|
Trust
Administrator: Xxxxx Fargo Bank, N.A.
|
|
No.
1
|
Trustee:
U.S. Bank National Association
|
Issue
Date: October 31, 2006
|
|
CUSIP:
17309Y AL 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 and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE 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 Servicers,
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 Servicers, 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 Servicers, the Trust Administrator and
the
Trustee with the consent of the Holders of Certificates entitled to at least
66%
of the Voting Rights. Any such consent by the Holder of this Certificate
shall
be conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent
is
made upon this Certificate. The Agreement also permits the amendment thereof,
in
certain limited circumstances, without the consent of the Holders of any
of the
Certificates.
As
provided in the Agreement and subject to certain limitations therein set
forth,
the transfer of this Certificate is registrable in the Certificate Register
upon
surrender of this Certificate for registration of transfer at the offices
or
agencies appointed by the Trust Administrator as provided in the Agreement,
duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trust Administrator duly
executed by, the Holder hereof or such Holder's attorney duly authorized
in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest
will
be issued to the designated transferee or transferees.
No
transfer of this Certificate to a Plan subject to ERISA or section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any Person using "Plan Assets" to acquire this Certificate shall be made
except
in accordance with Section 5.02(b) of the Agreement.
The
Certificates are issuable in fully registered form only without coupons in
Classes and denominations representing Percentage Interests specified in
the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates
of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same. No service charge
will be made for any such registration of transfer or exchange of Certificates,
but the Trust Administrator may require payment of a sum sufficient to cover
any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Certificates.
The
Depositor, the 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:
October ___, 2006
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 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 THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
Series:
0000-XX0
|
Xxxxxxxxx
Certificate Principal Balance of the Class CE Certificates as of
the Issue
Date: $8,412,587.72
|
Pass-Through
Rate: Variable
|
Denomination:
$8,412,587.72
|
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum
Financial
Services, LLC
|
First
Distribution Date: November 27, 2006
|
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: $420,588,587.72
|
Issue
Date: October 31, 2006
|
THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE OR NOTIONAL AMOUNT HEREOF AT ANY
TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE INITIAL CERTIFICATE PRINCIPAL
BALANCE OR NOTIONAL AMOUNT, AS THE CASE MAY BE, OF THIS
CERTIFICATE.
ASSET
BACKED PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
consisting primarily of a pool of conventional one- to four-family, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE 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 II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc. (hereinafter called the “Depositor,” which term
includes any successor entity under the Agreement), the Master Servicer,
the
Servicers, 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 Servicers, 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 Servicers, 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 Servicers 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
Servicers and any Sub-Servicers 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:
October ___, 2006
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 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 THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
DESCRIBED HEREIN.
Series:
0000-XX0
|
Xxxxxxxxx
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: October 1,
2006
|
Denomination:
$100.00
|
First
Distribution Date: November 27, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and 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: October 31, 2006
|
DISTRIBUTIONS
IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE
MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
AS
THE DENOMINATION OF THIS CERTIFICATE.
ASSET
BACKED PASS-THROUGH CERTIFICATE
evidencing
a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
primarily of a pool of conventional one- to four-family, fixed-rate and
adjustable-rate, first lien and second lien mortgage loans (the “Mortgage
Loans”) formed and sold by
CITIGROUP
MORTGAGE LOAN TRUST INC.
THIS
CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CITIGROUP
MORTGAGE LOAN TRUST INC., THE 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 II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the “Agreement”), among Citigroup Mortgage
Loan Trust Inc. (hereinafter called the “Depositor,” which term includes any
successor entity under the Agreement), the Master Servicer, the Trust
Administrator, the Servicers 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 Servicers, 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 Servicers, 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 Servicers 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
Servicers and any Sub-Servicers 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:
October ___, 2006
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|
By:
|
|
Authorized
Officer
|
CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
Xxxxx
Fargo Bank, N.A., as Trust Administrator
|
|
By:
|
|
Authorized
Signatory
|
ABBREVIATIONS
The
following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN
COM - as tenants in common
|
UNIF
GIFT MIN ACT - Custodian
|
TEN
ENT - as tenants by the entireties
|
(Cust)
(Minor) under
Uniform
Gifts to Minors Act
|
JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
|
_______________
(State)
|
Additional
abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please
print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) a Percentage Interest equal to ____%
evidenced by the within Asset Backed Pass-Through Certificates and hereby
authorize(s) the registration of transfer of such interest to assignee on
the
Certificate Register of the Trust Fund.
I
(we)
further direct the Trust Administrator to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
.
|
Dated:
|
|
Signature
by or on behalf of assignor
|
|
Signature
Guaranteed
|
DISTRIBUTION
INSTRUCTIONS
The
assignee should include the following for purposes of distribution:
Distributions
shall be made, by wire transfer or otherwise, in immediately available funds
to
___________________________________________________________________________
_______________________________________________________________ for the account
of _______________________________, account number
______________________________, or, if mailed by check, to
.
|
Applicable
statements should be mailed to___________________________________________
.
|
This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-14
FORM
OF
CLASS R CERTIFICATE
THIS
CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
SOLELY
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF
1986, AS AMENDED (THE “CODE”).
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED
TO
HEREIN.
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF
1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
OR
TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
OR
TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.
NO
TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR THE CODE WILL BE REGISTERED EXCEPT IN
COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
ANY
RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF
THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE 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
0000-XX0
|
Xxxxxxxxx
Xxxxxxxxxx Interest of the Class R Certificates as of the Issue
Date:
100%
|
Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
|
|
First
Distribution Date: November 27, 2006
|
Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and 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
|
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Issue
Date: October 31, 2006
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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 Servicers, 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 Servicers, the Trust Administrator, the Trustee, and
the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Servicers, 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 Servicers 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
Servicers and any Sub-Servicers 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:
October ___, 2006
Xxxxx
Fargo Bank, N.A., as Trust Administrator
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By:
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Authorized
Officer
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CERTIFICATE
OF AUTHENTICATION
This
is
one of the Certificates referred to in the within-mentioned
Agreement.
Xxxxx
Fargo Bank, N.A., as Trust Administrator
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By:
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Authorized
Signatory
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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
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UNIF
GIFT MIN ACT - Custodian
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TEN
ENT - as tenants by the entireties
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(Cust)
(Minor) under
Uniform
Gifts to Minors Act
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JT
TEN - as joint tenants with right
if
survivorship and not as
tenants
in common
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_______________
(State)
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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:
.
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Dated:
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Signature
by or on behalf of assignor
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Signature
Guaranteed
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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
.
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Applicable
statements should be mailed to___________________________________________
.
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This
information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its
agent.
EXHIBIT
A-15
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 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
0000-XX0
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Xxxxxxxxx
Xxxxxxxxxx Interest of the Class R-X Certificates as of the Issue
Date:
100%
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Cut-off
Date and date of Pooling and Servicing Agreement: October 1,
2006
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First
Distribution Date: November 27, 2006
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Servicers:
Xxxxx Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum
Financial
Services, LLC
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Master
Servicer: Xxxxx Fargo Bank, N.A.
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No.
1
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Trust
Administrator: Xxxxx Fargo Bank, N.A.
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Trustee:
U.S. Bank National Association
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Issue
Date: October 31, 2006
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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 Servicers,
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 Servicers, the Trust Administrator, the Trustee, and
the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the Servicers, 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 Servicers 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
Servicers and any Sub-Servicers against any liability that may result if
the
transfer is not so exempt or is not made in accordance with such federal
and
state laws.
No
transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
the
Code, any Person acting, directly or indirectly, on behalf of any such Plan
or
any person using Plan Assets to acquire this Certificate shall be made except
in
accordance with Section 5.02(b) of the Agreement.
Prior
to
registration of any transfer, sale or other disposition of this Certificate,
the
proposed transferee shall provide to the Trust Administrator (i) an affidavit
to
the effect that such transferee is any Person other than a Disqualified
Organization or the agent (including a broker, nominee or middleman) of a
Disqualified Organization, and (ii) a certificate that acknowledges that
(A) the
Class R-X Certificates have been designated as a residual interest in REMIC
I
and REMIC II, (B) it will include in its income a pro rata share of the net
income of the Trust Fund and that such income may be an “excess inclusion,” as
defined in the Code, that, with certain exceptions, cannot be offset by other
losses or benefits from any tax exemption, and (C) it expects to have the
financial means to satisfy all of its tax obligations including those relating
to holding the Class R-X Certificates. Notwithstanding the registration in
the
Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall
be
deemed to be of no legal force or effect whatsoever and such Person shall
not be
deemed to be a Certificateholder for any purpose, including, but not limited
to,
the receipt of distributions in respect of this Certificate.
The
Holder of this Certificate, by its acceptance hereof, shall be deemed to
have
consented to the provisions of Section 5.02 of the Agreement and to any
amendment of the Agreement deemed necessary by counsel of the Depositor to
ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to
cease
to qualify as a REMIC or cause the imposition of a tax upon REMIC I or REMIC
II.
No
service charge will be made for any such registration of transfer or exchange
of
Certificates, but the Trust Administrator may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in
connection with any transfer or exchange of Certificates.
The
Depositor, the 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:
October ___, 2006
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 Servicers; 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
Servicers
|
(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,
Servicers, 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,
Servicers, 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 Provicer,
Custodian
|
Depositor,
Servicers, 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
Servicers
|
Seller
Depositor
Trustee
Master
Servicer
Custodian
Servicers
|
||
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
Servicers
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
Servicers
|
||
Item
1123 -Servicer Compliance Statement
|
Master
Servicer
Trust
Administrator
Servicers
|
EXHIBIT
C
SERVICING
CRITERIA TO BE ADDRESSED
IN
ASSESSMENT OF COMPLIANCE
Definitions
Primary
Servicers - transaction party having borrower contact
Master
Servicer - aggregator of pool assets
Trust
Administrator - waterfall calculator (may be the Trustee, or may be the Master
Servicers)
Back-up
Servicers - named in the transaction (in the event a Back up Servicers becomes
the Primary Servicers, follow Primary Servicers 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
Servicers
|
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
Servicers
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 Servicers.
|
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
Servicers’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 Servicers’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
Servicers’s records regarding the pool assets agree with the Servicers’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 Servicers 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 Servicers’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 Servicers, 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
ASSIGNMENT AND RECOGNITION AGREEMENTS
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated October 31, 2006, (“Agreement”)
among
Citigroup Global Markets Realty Corp. (“Assignor”),
Citigroup Mortgage Loan Trust Inc. (“Assignee”)
and
Ameriquest Mortgage Company (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser,
in, to
and under (a) those certain Mortgage Loans listed as being originated by
the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Mortgage Loan Purchase and
Servicing
Agreement dated as of May 1, 2006, as amended (the “Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations
of the
Assignor under the Purchase Agreement.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations
of the
Assignor with respect to any mortgage loans subject to the Purchase Agreement
which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
and are
not the subject of this Agreement.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that
the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
the trust created pursuant to a Pooling and Servicing Agreement, dated
as of
October 1, 2006 (the “Pooling
Agreement”),
among
the Assignee, Ameriquest Mortgage Company, Xxxxx Fargo Bank, N.A. and Opteum
Financial Services LLC as servicers (including their successors in interest
and
any successor servicer under the Pooling Agreement, the “Servicers”),
Xxxxx
Fargo Bank, N.A. as trust administrator (including its successors in interest
and any successor servicer under the Pooling Agreement, the “Trust
Administrator”)
and
master servicer (including its successors in interest and any successor
servicer
under the Pooling Agreement, the “Master
Servicer”)
and
U.S. Bank National Association, as trustee (including its successors in
interest
and any successor trustee under the Pooling Agreement, the “Trustee”).
The
Company hereby acknowledges and agrees that from and after the date hereof
(i) the Trust will be the owner of the Mortgage Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations
of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the
Trust (including the Trustee, the Trust Administrator and the Servicers
acting
on the Trust’s behalf) shall have all the rights and remedies available to the
Assignor, insofar as they relate to the Mortgage Loans, under the Purchase
Agreement, including, without limitation, the enforcement of the document
delivery requirements and remedies with respect to breaches of representations
and warranties set forth in the Purchase Agreement, and shall be entitled
to
enforce all of the obligations of the Company thereunder insofar as they
relate
to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as
they relate to the rights, title and interest and, with respect to obligations
of the Purchaser, only insofar as they relate to the enforcement of the
representations, warranties and covenants of the Company) or the Custodian
under
the Purchase Agreement insofar as they relate to the Mortgage Loans, shall
be
deemed to refer to the Trust (including the Trustee, the Trust Administrator
and
the Servicers acting on the Trust’s behalf). Neither the Company nor the
Assignor shall amend or agree to amend, modify, waiver, or otherwise alter
any
of the terms or provisions of the Purchase Agreement which amendment,
modification, waiver or other alteration would in any way affect the Mortgage
Loans or the Company’s performance under the Purchase Agreement with respect to
the Mortgage Loans without the prior written consent of the
Trustee.
Representations
and Warranties of the Company
3. The
Company warrants and represents to the Assignor, the Assignee and the Trust
as
of the date hereof that:
(a) The
Company is duly organized, validly existing and in good standing as a
corporation under the laws of the State of Delaware;
(b) The
Company has the full power and authority to execute, deliver and perform,
and to
enter into and consummate, all transactions contemplated by this Agreement.
The
Company 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 Assignor or Assignee
constitutes a legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms except as the enforceability thereof
may
be limited by bankruptcy, insolvency or reorganization;
(c) The
execution and delivery of this Agreement by the Company and the performance
of
and compliance with the terms of this Agreement will not violate the Company’s
articles of incorporation or by-laws or constitute a default under or result
in
a breach or acceleration of, any material contract, agreement or other
instrument to which the Company is a party or which may be applicable to
the
Company or its assets;
(d) The
Company is not in violation of, and the execution and delivery of this
Agreement
by the Company 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 Company or its assets,
which
violation might have consequences that would materially and adversely affect
the
condition (financial or otherwise) or the operation of the Company or its
assets
or might have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder;
(e) The
Company 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;
(f) There
are
no actions or proceedings against, investigations known to it of, the Company
before any court, administrative or other tribunal (A) that might prohibit
its
entering into this Agreement or (B) that might prohibit or materially and
adversely affect the performance by the Company of its obligations under,
or
validity or enforceability of, this Agreement or the Mortgage Loans;
and
(g) No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by the Company
of,
or compliance by the Company 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.
4. Pursuant
to Section 11 of the Purchase Agreement, the Company hereby represents
and
warrants, for the benefit of the Assignor, the Assignee and the Trust,
that the
representations and warranties set forth in Sections 7.01 and 7.03 of the
Purchase Agreement, which are attached hereto at Exhibit B, are true and
correct
as of the date hereof as if such representations and warranties were made
on the
date hereof or such earlier date as specified in any such representation
and
warranty.
In
the
event the Mortgagor fails to make the monthly payment, which is due as
of the
Cut-Off-Date as
defined in the Purchase Agreement,
or, if
no payment is due on the Cut-Off-Date as defined in the Purchase Agreement,
the
first monthly payment due after the Cut-Off-Date as defined in the Purchase
Agreement, before the next payment due date, i.e. the Mortgage Loan becomes
one
month delinquent on the first payment due to the Assignor, the Company
shall
repurchase the Mortgage Loan within ten (10) Business Days following receipt
of
notice from the Assignor or the Trustee at a price equal to the product
of (x)
the Purchase Price Percentage, as defined in the Purchase Agreement, as
stated
in the related Term Sheet (subject to adjustment as provided therein) related
to
such Mortgage Loan and (y) the then outstanding principal balance of the
Mortgage Loan to be repurchased plus accrued and unpaid interest thereon
from
the date to which interest was last paid through the day prior to the repurchase
date at the Mortgage Interest Rate as defined in the Purchase Agreement
provided
that Assignor shall give the Company notice of the repurchase requirement
within
ninety (90) days of the Mortgage Loan becoming one month delinquent or
the
Company shall have no obligation to repurchase the Mortgage Loan; provided,
however, that any amounts paid by the Company under this Section 4 in excess
of
clause (y) shall be retained by the Assignor.
5. The
Assignor hereby makes the following representations and warranties as of
the
date hereof:
(a) Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws;
(b) None
of
the Mortgage Loans are High Cost as defined by any applicable predatory
and
abusive lending laws;
(c) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Version 5.7
Glossary Revised, Appendix E); and
(d) No
Mortgage Loan originated on or after Oct. 1, 2002 through Mar. 6, 2003
is
governed by the Georgia Fair Lending Act.
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee, the Trust
Administrator and the Servicers acting on the Trust’s behalf) in connection with
any breach of the representations and warranties made by the Company set
forth
in Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of
the
Purchase Agreement as if they were set forth herein (including without
limitation the repurchase and indemnity obligations set forth therein);
provided, however, with respect to any representation of the Company which
materially and adversely affects the interests of any Prepayment Charge,
the
Company shall pay the amount of the scheduled Prepayment Charge by remitting
such amount to the Servicers for deposit into the Collection Account in
respect
of such Prepayment Charge. In addition, the Company hereby acknowledges
and
agrees that any breach of the representations set forth in Section 7.03(a)
46,
54, 57, 65, 66, 67, 68, 70, 71, 72 and 74 of the Purchase Agreement shall
be
deemed to materially and adversely affect the value of the related mortgage
loans or the interests of the Trust in the related mortgage loans.
The
Assignor hereby acknowledges and agrees that the remedies available to
the
Assignee and the Trust (including the Trustee, the Trust Administrator
and the
Servicers acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Assignor set forth in Section
5
hereof shall be as set forth in Section 2.03 of the Pooling Agreement as
if they
were set forth herein. In addition, the Assignor hereby acknowledges and
agrees
that any breach of the representations set forth in Xxxxxxx 0 (x), (x),
(x), (x)
and (g) hereof shall be deemed to materially and adversely affect the value
of
the related mortgage loans or the interests of the Trust in the related
mortgage
loans.
Notwithstanding
the foregoing, the Assignor may, at its option, satisfy any obligation
of the
Company with respect to any breach of representation and warranty made
by the
Company regarding the Mortgage Loans.
Miscellaneous
7. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
8. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee, the Trust
Administrator and the Servicers acting on the Trust’s behalf). Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall,
without
the requirement for any further writing, be deemed Assignor, Assignee or
Company, respectively, hereunder.
10. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance
of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
11. This
Agreement may be executed simultaneously in any number of counterparts.
Each
counterpart shall be deemed to be an original and all such counterparts
shall
constitute one and the same instrument.
12. In
the
event that any provision of this Agreement conflicts with any provision
of the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
13. Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their
duly authorized officers as of the date first above written.
CITIGROUP GLOBAL MARKETS REALTY CORP. | ||
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By: | ||
Name: |
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Title: |
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CITIGROUP
MORTGAGE LOAN TRUST INC.
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By: | ||
Name: |
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Title: |
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AMERIQUEST MORTGAGE COMPANY | ||
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By: | ||
Name: |
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Title: |
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EXHIBIT
A
Mortgage
Loan Schedule
EXHIBIT
B
Representations
and Warranties
Capitalized
terms used but not defined herein shall have the meanings assigned thereto
in
the Purchase Agreement.
7.01
Representations
and Warranties Respecting the Purchaser.
Representations
and Warranties Respecting the Company.
The
Company represents, warrants and covenants to the Purchaser as of the date
hereof, each Closing Date, or as of such other date specifically provided
herein
or in the applicable Assignment and Conveyance:
1. The
Company is duly organized, validly existing and in good standing as a
corporation under the laws of the State of Delaware and is and will remain
in
compliance with the laws of each state in which any Mortgaged Property
is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan in accordance with the terms of this Agreement;
2. The
Company has the full power and authority to hold each Mortgage Loan, to
sell
each Mortgage Loan, and to execute, deliver and perform, and to enter into
and
consummate, all transactions contemplated by this Agreement. The Company
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 Purchaser and the Servicer,
constitutes a legal, valid and binding obligation of the Company, enforceable
against it in accordance with its terms except as the enforceability thereof
may
be limited by bankruptcy, insolvency or reorganization;
3. The
execution and delivery of this Agreement by the Company and the performance
of
and compliance with the terms of this Agreement will not violate the Company’s
articles of incorporation or by-laws or constitute a default under or result
in
a breach or acceleration of, any material contract, agreement or other
instrument to which the Company is a party or which may be applicable to
the
Company or its assets;
4. The
Company is not in violation of, and the execution and delivery of this
Agreement
by the Company 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 Company or its assets,
which
violation might have consequences that would materially and adversely affect
the
condition (financial or otherwise) or the operation of the Company or its
assets
or might have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder;
5. The
Company 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;
6. There
are
no actions or proceedings against, investigations known to it of, the Company
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 or the consummation of the transactions contemplated by this Agreement
or
(C) that might prohibit or materially and adversely affect the performance
by
the Company of its obligations under, or validity or enforceability of,
this
Agreement or the Mortgage Loans;
7. No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by the Company
of,
or compliance by the Company 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;
8. The
consummation of the transactions contemplated by this Agreement are in
the
ordinary course of business of the Company, and the transfer, assignment
and
conveyance of the Mortgage Notes and the Mortgages by the Company pursuant
to
this Agreement are not subject to the bulk transfer or any similar statutory
provisions;
9. The
Company has been advised by its independent certified public accountants
that
under generally accepted accounting principles the transfer of the Mortgage
Loans may be treated as a sale on the books and records of the Company
and the
Company has determined that the disposition of the Mortgage Loans pursuant
to
the Agreement will be afforded sale treatment for tax and accounting
purposes;
10. With
respect to each Mortgage Loan, the Company is in possession of a complete
Mortgage File in compliance with Exhibit
5,
except
for such documents as have been delivered to the Custodian;
11. Neither
this Agreement nor any written statement report or other document prepared
and
furnished or to be prepared and furnished by the Company pursuant to this
Agreement or in connection with the transaction contemplated hereby contains
any
untrue statement of material fact or omits to state a material fact necessary
to
make the statements contained herein or therein not misleading in light
of the
circumstances in which they were made;
12. The
Company is an approved seller/servicer for FNMA and FHLMC in good standing
and
is a HUD approved mortgagee pursuant to Section 203 of the National Housing
Act.
No event has occurred, including but not limited to a change in insurance
coverage, which would make the Company unable to comply with FNMA, FHLMC
or HUD
eligibility requirements or which would require notification to FNMA, FHLMC
or
HUD; and
13. The
Company is solvent and the sale of the Mortgage Loans will not cause the
Company
to become insolvent. The sale of the Mortgage Loans is not undertaken with
the
intent to hinder, delay or defraud any of the Company’s creditors.
7.03.
Representations
and Warranties Regarding Individual Mortgage Loans.
The
Company hereby represent and warrant to the Purchaser that, as to each
Mortgage
Loan, as of the related Closing Date, or as of such date specifically provided
herein:
1. The
information set forth in the Mortgage Loan Schedule is complete, true and
correct as of the related Cut-off Date;
2. As
of the
Closing Date, the Mortgage Loan is in compliance with all requirements
set forth
in the Term Sheet;
3. As
of the
related Closing Date, the Company has not advanced funds, or induced, solicited
or knowingly received any advance of funds from a party other than the
owner of
the related Mortgaged Property, directly, for the payment of any amount
required
by the Mortgage Note or Mortgage, and no Mortgage Loan has been delinquent
for
more than thirty (30) days in the prior twelve (12) months;
4. As
of the
related Closing Date, there are no delinquent taxes or insurance premiums
affecting the related Mortgaged Property;
5. As
of the
related Closing Date, the terms of the Mortgage Note and the Mortgage have
not
been impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if necessary
to
maintain the lien priority of the Mortgage, and which have been delivered
to the
Custodian; the substance of any such waiver, alteration or modification
has been
approved by the title insurer, to the extent required by the related policy,
and
is reflected on the Mortgage Loan Schedule. No instrument of waiver, alteration
or modification has been executed, and no Mortgagor has been released,
in whole
or in part, except in connection with an assumption agreement approved
by the
title insurer, to the extent required by the policy, and which assumption
agreement has been delivered to the Custodian and the terms of which are
reflected in the Mortgage Loan Schedule;
6. The
Mortgage Note and the Mortgage are not subject to any valid right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or
the
exercise of any right thereunder, render the Mortgage unenforceable, in
whole or
in part, or subject to any such valid right of rescission, set-off, counterclaim
or defense, including the defense of usury and no such valid right of
rescission, set-off, counterclaim or defense has been asserted with respect
thereto;
7. As
of the
related Closing Date, all buildings upon the Mortgaged Property are insured
by a
generally acceptable insurer against loss by fire, hazards of extended
coverage
and such other hazards as are customary in the area where the Mortgaged
Property
is located, pursuant to insurance policies conforming to the requirements
of the
Servicing Addendum. All such insurance policies contain a standard mortgagee
clause naming the originator, its successors and assigns as mortgagee and
all
premiums thereon are paid current. If upon origination of the Mortgage
Loan, the
Mortgaged Property was in an area identified on a Flood Hazard Map or Flood
Insurance Rate Map issued by the Federal Emergency Management Agency as
having
special flood hazards (and such flood insurance has been made available)
a flood
insurance policy meeting the requirements of the current guidelines of
the
Federal Insurance Administration is in effect which policy conforms to
the
requirements of Xxxxxx Xxx and Xxxxxxx Mac. Except as may otherwise be
limited
by applicable law, the Mortgage obligates the Mortgagor thereunder to maintain
all such insurance at the Mortgagor’s cost and expense, and on the Mortgagor’s
failure to do so, authorizes the holder of the Mortgage to maintain such
insurance at Mortgagor’s cost and expense and to seek reimbursement therefor
from the Mortgagor;
8. Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
consumer
credit protection, equal credit opportunity, disclosure laws and/or all
predatory and abusive lending laws applicable to the origination and servicing
of the Mortgage Loan have been complied with. Any and all disclosure statements
required to be made by the Mortgagor relating to such requirements are
and will
remain in the Mortgage File;
9. As
of the
related Closing Date, the Mortgage has not been satisfied, canceled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property
has
not been released from the lien of the Mortgage, in whole or in part, nor
has
any instrument been executed that would effect any such satisfaction,
cancellation, subordination, rescission or release;
10. The
Mortgage creates a valid first or second lien, as applicable, in the related
Mortgaged Property as reflected on the Mortgage Loan Schedule;
11. The
related Mortgage is a valid, existing and enforceable (A) first lien and
first
priority security interest with respect to each Mortgage Loan which is
indicated
by the Seller 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 by the Seller to be a Second Lien (as
reflected
on the Mortgage Loan Schedule), in either case on the related Mortgaged
Property, including all improvements on the related Mortgaged Property
subject
only to (i) the lien of current real property taxes and assessments not
yet due
and payable, (ii) covenants, conditions and restrictions, rights of way,
easements, mineral right reservations and other matters of the public record
as
of the date of recording of such Mortgage being acceptable to mortgage
lending
institutions generally and specifically referred to in the lender’s title
insurance policy delivered to the originator of the related Mortgage Loan
and
which do not adversely affect the Appraised Value of the related Mortgaged
Property, (iii) other matters to which like properties are commonly subject
which do not materially interfere with the benefits of the security intended
to
be provided by the related Mortgage or the use, enjoyment, value (as determined
by Appraised Value) or marketability of the related Mortgaged Property
and (iv)
(d) 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)
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, subsisting, enforceable and perfected
(A)
first lien and first priority security interest with respect to each Mortgage
Loan which is indicated by the Seller 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 by the Seller to
be a
Second Lien Mortgage Loan (as reflected on the Mortgage Loan Schedule),
in
either case, on the property described therein, and the Company has the
full
right to sell and assign the same to the Purchaser;
12. The
Mortgage Note and the related Mortgage are genuine and each is the legal,
valid
and binding obligation of the maker thereof, enforceable in accordance
with its
terms;
13. All
parties to the Mortgage Note and the Mortgage had legal capacity to enter
into
the Mortgage Loan and to execute and deliver the Mortgage Note and the
Mortgage,
and the Mortgage Note and the Mortgage have been duly and properly executed
by
such parties. The Mortgagor is a natural person, at least one Mortgagor
is a
party to the Mortgage Note, and the Mortgage is in an individual
capacity;
14. Excluding
any Mortgage Loan subject to an escrow holdback, the proceeds of the Mortgage
Loan have been fully disbursed to or for the account of the Mortgagor and
there
is no obligation for the Mortgagee to advance additional funds thereunder
and
any and all requirements as to completion of any on-site or off-site improvement
and as to disbursements of any escrow funds therefor have been complied
with.
All costs, fees and expenses incurred in making or closing the Mortgage
Loan and
the recording of the Mortgage have been paid, and the Mortgagor is not
currently
entitled to any refund of any amounts paid or due to the Mortgagee pursuant
to
the Mortgage Note or Mortgage;
15. As
of the
related Closing Date and immediately prior to the sale of the Mortgage
Loan
hereunder, the Company is the sole legal, beneficial and equitable owner
of the
Mortgage Note and the Mortgage and has full right to transfer and sell
the
Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
lien,
pledge, charge, claim or security interest excepting therefrom warehouse
lending
arrangements security interests which will be released concurrent with
the
closing of the sale to the Purchaser;
16. As
of the
related Closing Date, all parties which have had any interest in the Mortgage
Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during
the
period in which they held and disposed of such interest, were) in compliance
with any and all applicable “doing business” and licensing requirements of the
laws of the state wherein the Mortgaged Property is located;
17. The
Mortgage Loan is covered by an ALTA lender’s title insurance policy and, in the
case of an Adjustable Rate Mortgage Loan, with an adjustable rate mortgage
endorsement, such endorsement substantially in the form of ALTA Form 6.0
or 6.1,
issued by a title insurer and qualified to do business in the jurisdiction
where
the Mortgaged Property is located, insuring the Servicer, its successors
and
assigns as to the first priority lien of the Mortgage in the original principal
amount of the Mortgage Loan and, with respect to an Adjustable Rate Mortgage
Loan, against any loss by reason of the invalidity or unenforceability
of the
lien resulting from the provisions of the Mortgage providing for adjustment
in
the Mortgage Interest Rate and Monthly Payment. Additionally, such lender’s
title insurance policy affirmatively insures ingress and egress to and
from the
Mortgaged Property, and against encroachments by or upon the Mortgaged
Property
or any interest therein. The Originator and its successors and assigns
is the
sole insured of such lender’s title insurance policy, and such lender’s title
insurance policy is in full force and effect and will be in full force
and
effect upon the consummation of the transactions contemplated by this Agreement.
Such lender’s title insurance policy does not require the consent of or
notification to the related insurer for assignment to the Purchaser.
18. As
of the
related Closing Date, no claims have been made under such lender’s title
insurance policy, and no prior holder of the related Mortgage, including
the
Company, has done, by act or omission, anything which would impair the
coverage
of such lender’s title insurance policy;
19. As
of the
related Closing Date, there is no default, breach, violation or event of
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any
grace
or cure period, would constitute a default, breach, violation or event
of
acceleration; and as of such Closing Date, the Company or the Servicer
has not
waived any default, breach, violation or event of acceleration, except
as
otherwise provided in this Agreement. 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) as of the
origination date of such Second Lien Mortgage Loan (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. For
purposes of the foregoing, a delinquent payment of less than thirty (30)
days on
a Mortgage Loan in and of itself does not constitute a default, breach,
violation or event of acceleration with respect to such Mortgage
Loan.
20. As
of the
related Closing Date, there are no mechanics’ or similar liens or claims which
have been filed for work, labor or material (and no rights are outstanding
that
under law could give rise to such lien) affecting the related Mortgaged
Property
which are or may be liens prior to, or equal or coordinate with, the lien
of the
related Mortgage;
21. All
improvements which were considered in determining the Appraised Value of
the
related Mortgaged Property lay wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on adjoining
properties encroach upon the Mortgaged Property. Each appraisal has been
performed in accordance with the provisions of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989;
22. The
Mortgage Loan was (i) originated by or in conjunction with a mortgagee
approved
by the Secretary of Housing and Urban Development pursuant to Sections
203 and
211 of the National Housing Act, a savings and loan association, a savings
bank,
a commercial bank, mortgage banker, credit union, insurance company or
similar
banking institution which is supervised and examined by a federal or state
authority or (ii) acquired by the Company or its affiliates directly through
loan brokers or correspondents such that (a) the Mortgage Loan was originated
in
conformity with the Underwriting Guidelines and (b) the Company or its
affiliates approved the Mortgage Loan prior to funding;
23. Other
than with respect to Mortgage Loans which permit the payment of interest
only,
principal payments on the Mortgage Loan are scheduled to commence no more
than
sixty days after the proceeds of the Mortgage Loan are disbursed. The Mortgage
Loan bears interest at the Mortgage Interest Rate. The Mortgage Note is
payable
on the first day of each month in Monthly Payments. Interest on the Mortgage
Loan is calculated on the basis of a 360-day year consisting of twelve
30-day
months. The Mortgage Note does not permit negative amortization;
24. The
origination and collection practices used by the Company and the Servicer,
as
applicable, with respect to each Mortgage Note and Mortgage have been in
all
respects legal, proper, reasonable and customary in the mortgage origination
and
servicing industry. The Mortgage Loan has been serviced by the Servicer
and any
predecessor servicer in accordance with the terms of the Mortgage Note
and
applicable law. With respect to escrow deposits and Escrow Payments (other
than with respect to each Mortgage Loan which is indicated by the Seller
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 (so long as the Company is acting as Servicer) are in
the
possession of, or under the control with, the Servicer, and there exist
no
deficiencies in connection therewith for which customary arrangements for
repayment thereof have not been made. No escrow deposits or Escrow Payments
or
other charges or payments due the Servicer have been capitalized under
any
Mortgage or the related Mortgage Note;
25. As
of the
related Closing Date, the Mortgaged Property is free of material damage
and
waste and there is no proceeding pending for the total or partial condemnation
thereof;
26. The
Mortgage and related Mortgage Note contain customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (i) in the case of a Mortgage designated as
a deed
of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure. As of
the related Closing Date, since the date of origination of the Mortgage
Loan,
the Mortgaged Property has not been subject to any bankruptcy proceeding
or
foreclosure proceeding and the Mortgagor has not filed for protection under
applicable bankruptcy laws. There is no homestead or other exemption available
to the Mortgagor, which would materially interfere with the right to sell
the
Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage.
As of the related Closing Date, the Mortgagor has not notified the Servicer
or
the Company and the Company or the Servicer has no knowledge of any relief
requested or allowed to the Mortgagor under the Servicemembers Civil Relief
Act
formerly known as the Soldiers and Sailors Civil Relief Act of
1940;
27. The
related Mortgaged Property is not a leasehold estate or, if such Mortgaged
Property is a leasehold estate, the remaining term of such lease is at
least
five (5) years greater than the remaining term of the related Mortgage
Note;
28. The
Mortgage Note is not and has not been secured by any collateral except
the lien
of the corresponding Mortgage on the Mortgaged Property and the security
interest of any applicable security agreement or chattel mortgage referred
to
above;
29. The
Mortgage File contains an appraisal or insured AVM of the related Mortgaged
Property made prior to the approval of the Mortgage Loan. In the case of
an
appraisal it was made by a staff or third party qualified appraiser who
had no
interest, direct or indirect in the Mortgaged Property or in any loan made
on
the security thereof, whose compensation is not affected by the approval
or
disapproval of the Mortgage Loan, for whom no conflict of interest is present
and who met the minimum qualifications of USPAP;
30. In
the
event the Mortgage constitutes a deed of trust, a trustee, duly qualified
under
applicable law to serve as such, has been properly designated and currently
so
serves and is named in the Mortgage, and no fees or expenses are or will
become
payable by the Purchaser to the trustee under the deed of trust, except
in
connection with a trustee’s sale after default by the Mortgagor;
31. No
Mortgage Loan contains provisions pursuant to which Monthly Payments are
(i)
paid or partially paid with funds deposited in any separate account established
by the Company, the Mortgagor, or anyone on behalf of the Mortgagor, (ii)
paid
by any source other than the Mortgagor or (iii) contains any other similar
provisions which may constitute a “buydown” provision. The Mortgage Loan is not
a graduated payment mortgage loan and the Mortgage Loan does not have a
shared
appreciation or other contingent interest feature;
32. The
Mortgagor has received all disclosure materials required by applicable
law with
respect to the making of a Refinanced Mortgage Loan, and evidence of such
receipt is and will remain in the Mortgage File;
33. The
Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
required to be delivered with respect to each Mortgage Loan pursuant to
the
Custodial Agreement, have been delivered to the Custodian all in compliance
with
the specific requirements of the Custodial Agreement;
34. As
of the
related Closing Date, the Mortgaged Property is lawfully occupied under
applicable law and if it is the borrower’s primary residence is not vacant
within ninety (90) days of the related Closing Date (with notice from and
proof
of such vacancy by the Purchaser); all inspections, licenses and certificates
required to be made or issued with respect to all occupied portions of
the
Mortgaged Property and, with respect to the use and occupancy of the same,
including but not limited to certificates of occupancy, have been made
or
obtained from the appropriate authorities;
35. The
Assignment of Mortgage, is in recordable form and (other than with respect
to
the blank assignee and the lack of mortgage recordation information) is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located. When endorsed as provided for in this Agreement,
the Mortgage Notes will be duly endorsed under applicable law;
36. Any
principal advances made to the Mortgagor prior to the related Cut-off Date
have
been consolidated with the outstanding principal amount secured by the
Mortgage,
and the secured principal amount, as consolidated, bears a single interest
rate
and single repayment term. So long as the Company is acting as Servicer,
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 by
the
Seller 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. So long as the Company is acting as Servicer, the consolidated
principal amount does not exceed the original principal amount of the Mortgage
Loan;
37. No
Mortgage Loan has a balloon payment feature;
38. If
the
Residential Dwelling on the Mortgaged Property is a condominium unit or
a unit
in a planned unit development (other than a de minimis planned unit development)
such condominium or planned unit development project is not ineligible
under
Xxxxxx Mae’s eligibility requirements;
39. No
statement, report or other document constituting a part of the Mortgage
Loan
Documents contains any material untrue statement of fact or omits to state
a
fact necessary to make the statements contained therein not misleading
which
would, either individually or in the aggregate, have a material adverse
effect
on the value of the Mortgage Loans;
40. Each
Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
860G(a)(3) of the Code;
41. As
of the
related Closing Date, no Mortgage Loan has an LTV of more than
100%;
42. No
Mortgage Loan is a “high cost” mortgage loan, as defined under any applicable
state, local or federal predatory and abusive lending laws, including,
but not
limited to, the Georgia Fair Lending Act and Section 6 L of the New York
State
Banking Law;
43. With
respect to any Mortgage Loan which is a Texas Home Equity Loan, any and
all
requirements of Section 50, Article XVI of the Texas Constitution applicable
to
Texas Home Equity Loans which were in effect at the time of the origination
of
the Mortgage Loan have been complied with. Specifically, without limiting
the
generality of the foregoing: (i) all fees paid by the owner of the Mortgaged
Property or such owner’s spouse, to any person, that were necessary to
originate, evaluate, maintain, record, insure or service the Mortgage Loan
are
reflected in the closing statement for such Mortgage Loan; (ii) the Mortgage
Loan was closed only at the office of the mortgage lender, an attorney
at law,
or a title company; (iii) the mortgagee has not been found by a federal
regulatory agency to have engaged in the practice of refusing to make loans
because the applicants for the loans reside or the property proposed to
secure
the loans is located in a certain area; (iv) the owner of the Mortgaged
Property
was not required to apply the proceeds of the Mortgage Loan to repay another
debt except debt secured by the Mortgaged Property or debt to a lender
other
than the mortgagee; (v) the owner of the Mortgaged Property did not sign
any
documents or instruments relating to the Loan in which blanks were left
to be
filled in; and (vii) if discussions between the mortgagee and the Mortgagor
were
conducted primarily in a language other than English, the mortgagee provided
to
the owner of the Mortgaged Property, prior to closing, a copy of the notice
required by Section 50(g), Article XVI of the Texas Constitution translated
into
the written language in which the discussions were conducted;
44. All
notices, acknowledgments and disclosure statements required by Section
50,
Article XVI of the Texas Constitution applicable to Texas Home Equity Loans
are
contained in the Mortgage File for each such Mortgage Loan;
45. All
cash-out Mortgage Loans secured by real property in the state of Texas
shall be
made in accordance with Texas law;
46. The
Mortgage Loans are not subject to the requirement of the Home Ownership
and
Equity Protection Act of 1994 (“HOEPA”)
and no
Mortgage Loan is subject to, or in violation of, any applicable state or
local
law, ordinance or regulation similar to HOEPA and (2) (i) no Mortgage Loan
is a
“high cost” loan as defined by HOEPA or any other applicable predatory or
abusive lending laws and (ii) no Mortgage Loan is a “high cost home”, “covered”
(excluding home loans defined as “covered home loans” pursuant to clause (1) of
the definition of that term in the New Jersey Home Ownership Security Act
of
2002 that were originated between November 26, 2003 and July 7, 2004),
“high
risk home” or “predatory” loan under any other applicable state, federal or
local law (or similarly classified loan using different terminology under
a law
imposing heightened regulatory scrutiny or additional legal liability for
resident mortgage loans having high interest rates, points and/or
fees);
47. No
Mortgage Loan is a “covered home loan” pursuant to the New Jersey Home Ownership
Security Act of 2002;
48. With
respect to each Mortgage Loan subject to a Prepayment Charge, such Prepayment
Charge, at the time of the origination of the related Mortgage Loan, is
enforceable and in compliance with all applicable local, state and federal
law;
49. [Reserved];
50. As
of the
related Closing Date, the Mortgaged Property is being primarily used as
a
Residential Dwelling for residential purposes;
51. The
Company has obtained a life of loan, transferable real estate tax service
contract on each Mortgage Loan and such contract is assignable without
penalty,
premium or cost to the Purchaser;
52. The
Company has obtained a life of loan, transferable flood certification contract
for each Mortgage Loan and such contract is assignable without penalty,
premium
or cost to the Purchaser;
53. The
Mortgage Loans conform in all material respects to the Underwriting
Guidelines;
54. No
Mortgage Loan originated on or after October 1, 2002 and before March 7,
2003 is
secured by a Mortgaged Property located in the State of Georgia; No Mortgage
Loan that was originated on or after March 7, 2003, is a “high-cost home loan”
as defined under the Georgia Fair Lending Act;
55. No
proceeds from any Mortgage Loan were used to finance single-premium credit
insurance policies;
56. No
subprime Mortgage Loan originated on or after October 1, 2002 will impose
a
Prepayment Charge for a term in excess of three years; No Mortgage Loan
originated prior to such date nor any non-subprime Mortgage Loan will impose
prepayment charges in excess of five years;
57. In
connection with any Mortgage Loan, the Servicer has fully furnished, and
will
fully furnish in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (i.e., favorable
and
unfavorable) on its borrower credit files to Equifax, Experian and Trans
Union
Credit Information Company, on a monthly basis;
58. No
Mortgage Loan is a “high cost”, “covered” or similarly classified loans as
defined by the applicable federal, state or local predatory and abusive
lending
laws nor is any loan a High Cost Loan or Covered Loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Glossary
Revised, which is now Version 5.6(d) Revised, Appendix E);
59. No
fraud
was committed in connection with the origination of any Mortgage Loan;
provided,
however,
the
Company does not represent or warrant the accuracy of the qualifying income
stated (provided that such stated income is not grossly unreasonable when
considering all relevant factors relating to such Mortgagor, including
without
limitation, geographic area, unique expertise, years in the field of employment,
etc) by the related Mortgagor(s) in connection with a Mortgage Loan that
does
not require income verification as defined in the Underwriting
Guidelines;
60. The
Mortgaged Property is in material compliance with all applicable environmental
laws, and is free from any and all toxic or hazardous substances, other
than
those commonly used for homeowner repair and maintenance and/or household
purposes, and there exists no pending action or proceeding directly involving
the Mortgaged Property in which compliance with any environmental law,
rule or
regulation is an issue;
61. The
Mortgage Loan was not prepaid in full prior to the related Closing Date
and the
Company has not received written notification from the Mortgagor that a
prepayment in full will be made following the Closing Date;
62. The
Company has materially complied with all applicable anti-money laundering
laws
and regulations, including without limitation the USA Patriot Act of
2001;
63. With
respect to any Mortgage Loan or the underlying security related thereto,
neither
the related Mortgage nor the related Mortgage Note requires the Mortgagor
to
submit to arbitration to resolve any dispute arising out of or relating
in any
way thereto; and
64. No
Mortgage Loan secured by a Mortgaged Property located in the State of Illinois
is in violation of the provisions of the Illinois Interest Act, including
Section 4.1a which provides that no Mortgage Loan with a Mortgage Interest
Rate
in excess of 8.0% per annum has lender-imposed fees (or other charges)
in excess
of 3.0% of the original principal balance of the related Mortgage
Loan.
65. With
respect to any Mortgage Loan that contains a provision permitting imposition
of
a premium upon a prepayment prior to maturity: (a) prior to the mortgage
loan’s
origination, the borrower agreed to such premium in exchange for a monetary
benefit, including but not limited to a rate or fee reduction; (b) the
originator had a written policy of offering the borrower the option of
obtaining
a mortgage loan that did not require payment of such a premium unless the
mortgage loan that did not require payment of such a premium would be a
mortgage
loan that is a HOEPA loan or a high-cost home loan under any applicable
state or
local law and prohibited by the originator’s underwriting guidelines; (c) the
prepayment premium is adequately disclosed to the borrower pursuant to
applicable state and federal law; (d) no subprime loan originated on or
after
October 1, 2002 will impose a prepayment premium for a term in excess of
three
years, and any loans originated prior to such date and any non-subprime
loans
will not impose prepayment penalties in excess of five years; in each case
unless the loan was modified to reduce the prepayment period to no more
than
three years from the date of the note and the borrower was notified in
writing
of such reduction in prepayment period; and (e) notwithstanding any state
or
federal law to the contrary, the servicer shall not impose such prepayment
premium in any instance when the mortgage loan is accelerated or paid off
in
connection with the workout of a delinquent mortgage or due to the borrower’s
default.
66. No
Mortgage Loan mortgagor was encouraged or required to select a mortgage
loan
product offered by the originator which is a higher cost product designed
for a
less creditworthy mortgagor, unless at the time of the Mortgage Loan’s
origination, such mortgagor did not qualify taking into account credit
history
and debt-to income ratios for a lower-cost credit product then offered
by the
originator. A borrower who is able to qualify for one of the originator’s
standard products should be directed towards or offered the originator’s
standard mortgage line.
67. With
respect to any Mortgage Loan, the methodology used in underwriting the
extension
of credit for each mortgage loan did not rely on the extent of the borrower’s
equity in the collateral as the principal determining factor in approving
such
extension of credit. The methodology employed objective criteria that related
such facts as, without limitation, the borrower’s credit history, income, assets
or liabilities, to the proposed mortgage payment and, based on such methodology,
the originator made a reasonable determination that at the time of origination
the borrower had the ability to make timely payments on the mortgage loan.
68. With
respect to any Mortgage Loan, no borrower was charged “point and fees” in an
amount greater than (a) $1000 or (b) 5% of the principal amount of such
mortgage
loan, whichever is greater. For purposes of this representation, “points and
fees” (x) include origination, underwriting, broker and finder’s fees and
charges that the lender imposed as a condition of making the mortgage loan,
whether they are paid to the lender or a third party; and (y) exclude bona
fide
discount points, fees paid for actual services rendered in connection with
the
origination of the mortgage (such as attorneys’ fees, notaries fees and fees
paid for property appraisals, credit reports, surveys, title examinations
and
extracts, flood and tax certifications, and home inspections); the cost
of
mortgage insurance or credit-risk price adjustments; the costs of title,
hazard,
and flood insurance policies; state and local transfer taxes or fees; escrow
deposits for the future payment of taxes and insurance premiums; and other
miscellaneous fees and charges that, in total, do not exceed 0.25 percent
of the
loan amount.
69. [Reserved].
70. With
respect to each Mortgage Loan, no borrower obtained a prepaid single-premium
credit-life, credit disability, credit unemployment or credit property
insurance
policy in connection with the origination of the mortgage loan.
71. The
Seller or one of its affiliates as servicer for each Mortgage Loan, has
fully
furnished and will fully furnish, in accordance with the Fair Credit Reporting
Act and its implementing regulations, accurate and complete information
(e.g.,
favorable and unfavorable) on its borrower credit files to Equifax, Experian
and
Trans Union Credit Information Company or their successors (the “Credit
Repositories”) on a monthly basis.
72. With
respect to any Mortgage Loan originated on or after August 1, 2004, neither
the
related Mortgage nor the related Mortgage Note requires the borrower to
submit
to arbitration to resolve any dispute arising out of or relating in any
way to
the mortgage loan transaction.
73. No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
Massachusetts House Xxxx 4880 (2004)) unless either (1) (a) the related
Mortgage
Interest Rate (that would be effective once the introductory rate expires,
with
respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
than
2.25% the yield on United States Treasury securities having comparable
periods
of maturity to the maturity of the related Mortgage Loan as of the fifteenth
day
of the month immediately preceding the month in which the application for
the
extension of credit was received by the related lender or (b) the Mortgage
Loan
is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx
4880 (2004)) and the related Mortgage Note provides that the related Mortgage
Interest Rate may not exceed at any time the Prime rate index as published
in
The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
Loan
is in the "borrower's interest," as documented by a "borrower's interest
worksheet" for the particular Mortgage Loan, which worksheet incorporates
the
factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations
promulgated thereunder for determining "borrower's interest," and otherwise
complies in all material respects with the laws of the Commonwealth of
Massachusetts.
74. No
Mortgage Loan is secured by manufactured housing.
75. 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.
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated October 31, 2006, (“Agreement”)
among
Citigroup Global Markets Realty Corp. (“Assignor”),
Citigroup Mortgage Loan Trust Inc. (“Assignee”)
and
Opteum Financial Services, LLC (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser,
in, to
and under (a) those certain Mortgage Loans listed as being originated by
the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
and
(b) except as described below, that certain Master
Mortgage Loan Purchase and Interim Servicing Agreement dated as of August
1,
2006, as
amended (the “Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations
of the
Assignor under the Purchase Agreement.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations
of the
Assignor with respect to the servicing rights or any mortgage loans subject
to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.
The
Assignor and the Assignee each hereby retain the right to enforce the
representations and warranties set forth in Subsection 7.01 and Subsection
7.02
with respect to the Company and the Mortgage Loans against the Company;
provided, however, that in no event shall the Company be required to pay
the
Repurchase Price with respect to any Mortgage Loan more than once in connection
with the repurchase of a Mortgage Loan pursuant to Subsection 7.03, 7.04
or 7.05
of the Purchase Agreement. In addition, the right to require the Company
to
repurchase a Mortgage Loan shall be exercised solely the Assignee, its
successors and assigns.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that
the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
Citigroup Mortgage Loan Trust 2006-FX1 (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of October
1,
2006 (the “Pooling
Agreement”),
among
the Assignee, the Assignor, U.S. Bank National Association, as trustee
(including its successors in interest and any successor trustees under
the
Pooling Agreement, the “Trustee”), Ameriquest Mortgage Company, Xxxxx Fargo
Bank, N.A. and Opteum Financial Services, LLC, as servicers (including
its
successors in interest and any successor servicer under the Pooling Agreement,
the “Servicers”)
and
Xxxxx Fargo Bank, N.A. as trust administrator (including its successors
in
interest and any successor servicer under the Pooling Agreement, the
“Trust
Administrator”)
and
master servicer (including its successors in interest and any successor
servicer
under the Pooling Agreement, the “Master
Servicer”).
The
Company hereby acknowledges and agrees that from and after the date hereof
(i)
the Trust will be the owner of the Mortgage Loans, (ii) the Company shall
look
solely to the Trust for performance of any obligations of the Assignor
insofar
as they relate to the enforcement of the representations, warranties and
covenants with respect to the Mortgage Loans, (iii) the Trust (including
the
Trustee and the Servicers acting on the Trust’s behalf) shall have all the
rights and remedies available to the Assignor, insofar as they relate to
the
Mortgage Loans, under the Purchase Agreement, including, without limitation,
the
enforcement of the document delivery requirements and remedies with respect
to
breaches of representations and warranties set forth in the Purchase Agreement,
and shall be entitled to enforce all of the obligations of the Company
thereunder insofar as they relate to the Mortgage Loans, and (iv) all references
to the Purchaser (insofar as they relate to the rights, title and interest
and,
with respect to obligations of the Purchaser, only insofar as they relate
to the
enforcement of the representations, warranties and covenants of the Company
under the Purchase Agreement insofar as they relate to the Mortgage Loans,
shall
be deemed to refer to the Trust (including the Trustee and the Servicers
acting
on the Trust’s behalf). Neither the Company nor the Assignor shall amend or
agree to amend, modify, waiver, or otherwise alter any of the terms or
provisions of the Purchase Agreement which amendment, modification, waiver
or
other alteration would in any way affect the Mortgage Loans or the Company’s
performance under the Purchase Agreement with respect to the Mortgage Loans
without the prior written consent of the Trustee.
Representations
and Warranties of the Company
3. The
Company warrants and represents to the Assignor, the Assignee and the Trust
as
of the date hereof that:
(a) The
Company is duly organized, validly existing and in good standing under
the laws
of the jurisdiction of its incorporation;
(b) The
Company has full power and authority to execute, deliver and perform its
obligations under this Agreement and has full power and authority to perform
its
obligations under the Purchase Agreement. The execution by the Company
of this
Agreement is in the ordinary course of the Company’s business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company’s charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or
by which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Agreement have
been
duly authorized by all necessary corporate action on part of the Company.
This
Agreement has been duly executed and delivered by the Company, and, upon
the due
authorization, execution and delivery by the Assignor and the Assignee,
will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except as enforceability
may be
limited by bankruptcy, reorganization, insolvency, moratorium or other
similar
laws now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
the Company in connection with the execution, delivery or performance by
the
Company of this Agreement; and
(d) There
is
no action, suit, proceeding or investigation pending or threatened against
the
Company, before any court, administrative agency or other tribunal, which
would
draw into question the validity of this Agreement or the Purchase Agreement,
or
which, either in any one instance or in the aggregate, would result in
any
material adverse change in the ability of the Company to perform its obligations
under this Agreement or the Purchase Agreement, and the Company is
solvent.
4. Pursuant
to Section 12 of the Purchase Agreement, the Company hereby represents
and
warrants, for the benefit of the Assignor, the Assignee and the Trust,
that the
representations and warranties set forth in Subsections 7.01 and 7.02 of
the
Purchase Agreement, are true and correct as of the date hereof as if such
representations and warranties were made on the date hereof except that
the
representation and warranty set forth in Subsection 7.02(i) shall, for
purposes
of this Agreement, relate to the Mortgage Loan Schedule attached
hereto.
In
the
event that any Mortgagor fails to make the first scheduled Monthly Payment
due
on a Mortgage Loan or due to the Assignor within the calendar month such
payment
is due, the Company shall repurchase such Mortgage Loan at the Repurchase
Price
(as defined in the Purchase Agreement) within five (5) Business Days following
receipt of notice from the Assignor of such payment default.
5.
The
Assignor hereby makes the following representations and warranties as of
the
date hereof:
(a)
Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws;
(b)
None
of
the Mortgage Loans are High Cost as defined by any applicable predatory
and
abusive lending laws;
(c) No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Version 5.7
Glossary Revised, Appendix E); and
(d) No
Mortgage Loan originated on or after Oct. 1, 2002 through Mar. 6, 2003
is
governed by the Georgia Fair Lending Act.
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and the Servicer
acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections
3 and 4
hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement
as if
they were set forth herein (including without limitation the repurchase
and
indemnity obligations set forth therein).
Miscellaneous
7. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations,
rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
8. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee and the Servicer
acting
on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
be merged or consolidated shall, without the requirement for any further
writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
10. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance
of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
11. This
Agreement may be executed simultaneously in any number of counterparts.
Each
counterpart shall be deemed to be an original and all such counterparts
shall
constitute one and the same instrument.
12. In
the
event that any provision of this Agreement conflicts with any provision
of the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
13. Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their
duly authorized officers as of the date first above written.
CITIGROUP GLOBAL MARKETS REALTY CORP. | ||
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CITIGROUP
MORTGAGE LOAN TRUST INC.
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By: | ||
Name: |
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Title: |
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OPTEUM
FINANCIAL SERVICES, LLC
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By: | ||
Name: |
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Title: |
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EXHIBIT
A
Mortgage
Loan Schedule
SCHEDULE
I
Capitalized
terms used but not defined herein shall have the meanings assigned thereto
in
the Purchase Agreement.
Sub-Section
7.01: Representations and Warranties Respecting the Seller.
The
Seller represents, warrants and covenants to the Purchaser as of the Initial
Closing Date and each subsequent Closing Date or as of such date specifically
provided herein or in the applicable Assignment and Conveyance:
(1) The
Seller is a limited liability company duly organized, validly existing
and in
good standing under the laws of the State of Delaware;
(2) The
Seller has full corporate power to own its property, to carry on its business
as
presently conducted and to enter into and perform its obligations under
this
Agreement;
(3) The
execution and delivery by the Seller of this Agreement have been duly authorized
by all necessary corporate action on the part of the Seller; and neither
the
execution and delivery of this Agreement, nor the consummation of the
transactions herein contemplated hereby, nor compliance with the provisions
hereof, will conflict with or result in a breach of, or constitute a default
under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Seller or its properties or the
certificate of incorporation or by-laws of the Seller, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Seller’s ability to enter into this Agreement and to
consummate the transactions contemplated hereby;
(4) The
execution, delivery and performance by the Seller of this Agreement and
the
consummation of the transactions contemplated hereby do not require the
consent
or approval of, the giving of notice to, the registration with, or the
taking of
any other action in respect of, any state, federal or other governmental
authority or agency, except those consents, approvals, notices, registrations
or
other actions as have already been obtained, given or made and, in connection
with the recordation of the Mortgages, powers of attorney or assignments
of
Mortgages not yet completed;
(5) This
Agreement has been duly executed and delivered by the Seller and, assuming
due
authorization, execution and delivery by the Purchaser, constitutes a valid
and
binding obligation of the Seller enforceable against it in accordance with
its
terms (subject to applicable bankruptcy and insolvency laws and other similar
laws affecting the enforcement of the rights of creditors
generally);
(6) To
the
best of the Seller’s knowledge, there are no actions, litigation, suits or
proceedings pending or threatened against the Seller before or by any court,
administrative agency, arbitrator or governmental body (i) with respect
to any
of the transactions contemplated by this Agreement or (ii) with respect
to any
other matter which in the judgment of the Seller if determined adversely
to the
Seller would reasonably be expected to materially and adversely affect
the
Seller’s ability to perform its obligations under this Agreement; and the Seller
is not in default with respect to any order of any court, administrative
agency,
arbitrator or governmental body so as to materially and adversely affect
the
transactions contemplated by this Agreement;
(7) The
Seller’s chief executive office and principal place of business are located in
the County of Bergen in the State of New Jersey;
(8) 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;
(9) The
Seller is an approved seller/servicer for Xxxxxx Xxx and Xxxxxxx Mac in
good
standing and is a HUD approved mortgagee pursuant to Section 203 of the
National
Housing Act. No event has occurred, including but not limited to a change
in
insurance coverage, which would make the Seller unable to comply with Xxxxxx
Mae, Xxxxxxx Mac or HUD eligibility requirements or which would require
notification to Xxxxxx Mae, Xxxxxxx Mac or HUD;
(10) Immediately
prior to the payment of the Purchase Price for each Mortgage Loan, the
Seller
was the owner of record of the related Mortgage and the indebtedness evidenced
by the related Mortgage Note and upon the payment of the Purchase Price
by the
Purchaser, in the event that the Seller retains 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 and only for the purpose of servicing and supervising the
servicing of each Mortgage Loan;
(11) The
transfer of the Mortgage Loans shall be treated as a sale on the books
and
records of Seller, and Seller has determined that, and will treat, the
disposition of the Mortgage Loans pursuant to this Agreement for tax and
accounting purposes as a sale. Seller shall maintain a complete set of
books and
records for each Mortgage Loan which shall be clearly marked to reflect
the
ownership of each Mortgage Loan by Purchaser;
(12) 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;
and
(13) The
Seller is a member of MERS in good standing, and will comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the MERS Mortgage Loans for as long as such Mortgage Loans are registered
with MERS.
Sub-Section
7.02: Representations and Warranties Regarding Individual Mortgage
Loans.
The
Seller hereby represents and warrants to the Purchaser that, as to each
Mortgage
Loan, as of the related Closing Date for such Mortgage Loan:
1. As
of the
Closing Date, the information set forth in the Mortgage Loan Schedule hereto
is
true and correct in all material respects; provided however, that the Seller
makes no representation with respect to any field in the Mortgage Loan
Schedule
regarding the occupancy of property other than to confirm that the stated
occupancy was that made by the related Mortgagor in the related loan
application;
2. Immediately
prior to the transfer to the Purchaser, the Seller was the sole owner of
beneficial title and holder of, and had good title to, each Mortgage and
Mortgage Note relating to the Mortgage Loans and is conveying the same
free and
clear of any and all liens, claims, encumbrances, participation interests,
equities, pledges, charges or security interests of any nature and the
Seller
has full right and authority to sell or assign the same pursuant to this
Agreement;
3. No
selection procedure reasonably believed by the Seller to be adverse to
the
interests of the Purchaser was utilized in selecting the Mortgage
Loans;
4. 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);
5. As
of the
Cut-off Date, no Mortgage Loan is 30 or more days past due. The Seller
has not
advanced funds, or induced, solicited or knowingly received any advance
of funds
from a party other than the owner of the related Mortgaged Property, directly
or
indirectly, for the payment of any amount required by the Mortgage Note
or
Mortgage;
6. There
are
no delinquent taxes or assessment liens against the related Mortgaged
Property;
7. No
default, breach, violation or waiver exists under the mortgage documents,
and no
modifications to the mortgage documents have been made that have not been
reflected in the Mortgage Loan Schedule;
8. All
buildings upon, or comprising part of, the Mortgaged Property are insured
by an
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, and such insurer is licensed to do business
in the state where the Mortgaged Property is located. All such insurance
policies contain a standard mortgagee clause naming the originator, its
successors and assigns as mortgagee and Seller has received no notice that
all
premiums thereon have not been paid. The amount of the Mortgage Loan covered
by
these insurance policies is in accordance with the standards of Xxxxxx
Mae or
Xxxxxxx Mac. If upon origination of the Mortgage Loan, the Mortgaged Property
was, or was subsequently deemed to be, in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards (and such flood insurance has been made available), which require
under
applicable law that a flood insurance policy meeting the requirements of
the
current guidelines of the Federal Insurance Administration (or any successor
thereto) be obtained, such flood insurance policy is in effect which policy
is
with a generally acceptable carrier in an amount representing coverage
not less
than the least of (A) the principal balance of the related Mortgage Loan,
(B)
the minimum amount required to compensate for damage or loss on a replacement
cost basis, or (C) the maximum amount of insurance that is available under
the
Flood Disaster Protection Act of 1973. The Mortgage obligates the Mortgagor
thereunder to maintain all such insurance at 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 obtain
reimbursement therefor from the Mortgagor;
9. All
parties which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or during the period in which they
held and
disposed of such interest, were) in compliance with any and all applicable
“doing business” and licensing requirements of the state wherein the Mortgaged
Property is located;
10. As
of the
Closing Date, there is no mechanics’ lien or claim for work, labor or material
affecting the Mortgaged Property except those which are insured against
by the
title insurance policy;
11. As
of the
Closing Date, there is no valid offset, defense or counterclaim to any
Mortgage
Note or Mortgage, and, to the best of the Seller’s knowledge or the knowledge of
the related servicer, no such offset, defense or counterclaim has been
asserted
with respect thereto;
12. As
of the
Closing Date, the physical property subject to any Mortgage is free of
material
damage and is in good repair and, to the best of the Seller’s knowledge or the
knowledge of the related servicer, there is no proceeding for the total
or
partial condemnation thereof;
13. 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;
14. At
the
time of origination, no improvement located on or being part of the Mortgaged
Property was in violation of any applicable zoning and subdivision laws
or
ordinances;
15. To
the
best of the Seller’s knowledge, all inspections, licenses and certificates
required to be made or issued with respect to all occupied portions of
the
Mortgaged Property and, with respect to the use and occupancy of the same,
including but not limited to certificates of occupancy, have been made
or
obtained from the appropriate authorities;
16. As
of the
origination date of each Mortgage Loan, the related Mortgaged Property
is
lawfully permitted to be occupied under applicable law;
17. Each
Mortgage Loan is and will be a mortgage loan arising out of the originator’s
practice in accordance with the underwriting guidelines of the related
originator. The Seller has no knowledge of any fact that should have led
it to
expect at the time of the initial creation of an interest in the Mortgage
Loan
that such Mortgage Loan would not be paid in full when due;
18. Each
original Mortgage has been recorded or is in the process of being recorded
in
the appropriate jurisdictions wherein such recordation is required to perfect
the lien thereof for the benefit of the Purchaser;
19. If
an
Assignment is included in the Mortgage File, such Assignment is in recordable
form and is acceptable for recording under the laws of the jurisdiction
in which
the Mortgaged Property is located;
20. The
related Mortgage File contains each of the documents and instruments
specified;
21. [Reserved];
22. The
Mortgage Note and the Mortgage have not been altered or modified in any
material
respect, except by a written instrument which has been recorded, and the
substance of any such alteration or modification has been approved by the
title
insurer, to the extent required by the related policy. No instrument of
alteration or modification has been executed by the Seller or any other
person
in the chain of title from the Seller, and no Mortgagor has been released,
in
whole or in part, except in connection with an assumption agreement approved
by
the title insurer;
23. The
Mortgage has not been satisfied, subordinated, rescinded or canceled, 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, subordination, rescission, cancellation
or
release;
24. A
lender’s title policy or binder, or other assurance of title insurance customary
in a form acceptable to Xxxxxx Mae or Xxxxxxx Mac was issued at origination
and
each policy or binder is valid and remains in full force and
effect;
25. The
Mortgaged Property consists of a contiguous parcel of real property with
single-family residence erected thereon, or a two- to four- family dwelling,
or
an individual condominium unit, or an individual unit in a planned unit
development or a de minimis planned unit development. To the best of the
Seller’s knowledge, the Mortgaged Property does not consist of any of the
following property types: (a) co-operative units, (b) mobile homes and
(c)
manufactured homes (as defined in the Xxxxxx Mae Originator-Servicer’s Guide),
except when the appraisal indicates that the home is of comparable construction
to a stick or beam construction home, is readily marketable, has been
permanently affixed to the site and is not in a mobile home “park.” The
Mortgaged Property is either a fee simple estate or a residential lease.
If any
of the Mortgage Loans are secured by a leasehold interest, with respect
to each
leasehold interest: the use of leasehold estates for residential properties
is
an accepted practice in the area where the related Mortgaged Property is
located; residential property in such area consisting of leasehold estates
is
readily marketable; the lease is recorded and no party is in any way in
breach
of any provision of such lease; the leasehold is in full force and effect
and is
not subject to any prior lien or encumbrance by which the leasehold could
be
terminated or subject to any charge or penalty; and the remaining term
of the
lease does not terminate less than ten years after the maturity date of
such
Mortgage Loan;
26. The
Mortgage File contains an appraisal of the related Mortgaged Property which
satisfied the standards of Xxxxxx Xxx and Xxxxxxx Mac and was made and
signed,
prior to the approval of the Mortgage Loan application, by a qualified
appraiser, duly appointed by the Seller, 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;
27. 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;
28.
None of
the Mortgage Loans are “buydown” mortgage loans or graduated payment mortgage
loans;
29. The
Mortgage is a legal, valid, existing and enforceable first lien on the
Mortgaged
Property, including all improvements on the Mortgaged Property, if any,
subject
only to (1) the lien of current real property taxes and assessments not
yet due
and payable, (2) covenants, conditions and restrictions, rights of way,
easements and other matters of the public record as of the date of recording
being acceptable to mortgage lending institutions generally and specifically
referred to in the lender’s title insurance policy delivered to the originator
of the Mortgage Loan and which do not materially and adversely affect the
Appraised Value of the Mortgaged Property and (3) other matters to which
like
properties are commonly subject which do not materially and adversely affect
the
benefits of the security intended to be provided by the Mortgage. The Seller
has
full right to sell and assign the Mortgage to the Purchaser;
30. Each
Mortgagor who is a party to the Mortgage Note is a natural person;
31. All
requirements of any federal, state or local law (including usury, truth
in
lending, real estate settlement procedures, consumer credit protection,
equal
credit opportunity, disclosure or recording, predatory and abusive lending
laws)
applicable to the acquisition, origination and servicing of such Mortgage
Loan
have been complied with in all material respects;
32. None
of
the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR
Part
226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing
TILA,
which implements the Home Ownership and Equity Protection Act of 1994,
as
amended (“HOEPA”), (b) loans subject to, or in violation of, any applicable
state or local law, ordinance or regulation similar to HOEPA or (c) classified
and/or defined as a “high cost home loan” under any federal, state or local
law;
33. None
of
the Mortgage Loans secured by Mortgaged Property in the States of Georgia,
New
York, Arkansas, Kentucky and Florida is a “high cost home loan” as defined in
the Georgia Fair Lending Act, as amended (the “Georgia Act”), the Arkansas Home
Loan Protection Act, as amended (the “Arkansas Act”), Kentucky Revised Statutes
§360.100, as amended (the “Kentucky Act”), the Florida Home Loan Protection Act
§494.007 (the “Florida Act”), and the New York Predatory Lending Law, codified
as N.Y. Banking Law §6-I, N.Y. Gen. Bus. Law §771-a, and N.Y. Real Prop. Acts
Law §1302 (together, the “New York Act”), respectively;
34. None
of
the Mortgage Loans are subject to the New York Act; none of the Mortgage
Loans
secured by Mortgaged Property in the District of Columbia is a “covered loan” as
defined in the District of Columbia Home Loan Protection Act §26-1151.01 (the
“D.C. Act”); none of the Mortgage Loans secured by Mortgaged Property in Maine
is a “high-rate, high-fee mortgage” as defined in Maine Consumer Credit Code —
Truth In Lending §8-103 (the “Maine Act”); none of the Mortgage Loans secured by
Mortgaged Property in Nevada is a “home loan” as defined in Nevada Revised
Statutes title 52, as amended by Assembly Xxxx No. 284, 72nd Session (Nevada
2003) (the “Nevada Act”); and all the Mortgage Loans that are subject to the
Georgia Act, the New York Act, the Arkansas Act, the Kentucky Act, the
Florida
Act, the D.C. Act, the Maine Act and the Nevada Act comply with the requirements
of each such legislation;
35. Each
Prepayment Charge is enforceable and was originated in compliance with
all
applicable federal, state, and local laws;
36. Each
Mortgage Loan was originated by a savings and loan association, savings
bank,
commercial bank, credit union, insurance company, or similar institution
which
is supervised and examined by a federal or state authority, or by a mortgagee
approved by the Secretary of Housing and Urban Development pursuant to
sections
203 and 211 of the National Housing Act, all within the meaning of Section
3(a)(41) of the Securities Exchange Act of 1934, as amended.
37. No
Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such
terms
are defined in the then current Standard & Poor’s LEVELS® Glossary, which is
now Version 5.6(d) Revised, Appendix E, attached hereto as Exhibit 2) and
no
Mortgage Loan originated on or after October 1, 2002 through March 7, 2003
is
governed by the “Georgia Fair Lending Act”;
38. To
the
best of the Seller’s knowledge, there is no breach, default, 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;
39. The
related Mortgage Note and Mortgage are genuine and each is the legal, valid
and
binding obligation of the maker thereof, enforceable in accordance with
its
terms except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’
rights generally and by general equity principles (regardless of whether
such
enforcement is considered in a proceeding in equity or at law). To the
best of
Seller’s knowledge, all parties to the Mortgage Note and Mortgage had legal
capacity to execute the Mortgage Note and Mortgage and each Mortgage Note
and
Mortgage have been duly and properly executed by such parties;
40.
The
proceeds of each Mortgage Loan have been fully disbursed, and except with
respect to any escrow holdbacks as approved by the related originator,
there is
no requirement for future advances thereunder and any and all requirements
as to
completion of any on-site or off-site improvements and as to disbursement
from
any escrow funds therefore have been complied with;
41. The
related Mortgage contains customary and enforceable provisions which render
the
rights and remedies of the holder thereof adequate for the realization
against
the Mortgaged Property of the benefits of the security, including (1) in
the
case of Mortgage designated as a deed of trust, by trustee’s sale, and (2)
otherwise by judicial foreclosure;
42. The
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the Mortgage Loan in the event that
the
Mortgaged Property is sold or transferred without the prior written consent
of
the mortgagee thereunder, except as may be limited by applicable
law;
43. With
respect to each adjustable-rate Mortgage Loan, all adjustments to the Mortgage
Rate and monthly payment have been done in accordance with the terms of
the
related Mortgage Note;
44. The
information set forth in the Mortgage Loan Schedule with respect to the
Prepayment Charges is true and correct in all material respects;
and
45. No
foreclosure proceedings are pending against the Mortgaged Property and
the
Mortgage Loan is not subject to any pending bankruptcy or insolvency proceeding,
and to the best of the Seller’s knowledge or the knowledge of the related
servicer, no material litigation or lawsuit relating to the Mortgage Loan
is
pending.
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated October 31, 2006, (“Agreement”)
among
Citigroup Global Markets Realty Corp. (“Assignor”),
Citigroup Mortgage Loan Trust Inc. (“Assignee”)
and
MortgageIT, Inc. (the “Company”):
For
and
in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
consideration the receipt and sufficiency of which hereby are acknowledged,
and
of the mutual covenants herein contained, the parties hereto hereby agree
as
follows:
Assignment
and Conveyance
1. The
Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
(x) all of the right, title and interest of the Assignor, as purchaser,
in, to
and under (a) those certain Mortgage Loans listed as being originated by
the
Company on the schedule (the “Mortgage
Loan Schedule”)
attached hereto as Exhibit A (the “Mortgage
Loans”)
other
than the Servicing Rights appurtenant to the Mortgage Loans and (b) except
as
described below, that certain Master Mortgage Loan Purchase and Interim
Servicing Agreement dated as of March 1, 2005, as amended (the “Purchase
Agreement”),
between the Assignor, as purchaser (the “Purchaser”),
and
the Company, as seller, solely insofar as the Purchase Agreement relates
to the
Mortgage Loans and (y) other than as provided below with respect to the
enforcement of representations and warranties, none of the obligations
of the
Assignor under the Purchase Agreement.
The
Assignor specifically reserves and does not assign to the Assignee hereunder
any
and all right, title and interest in, to and under and any obligations
of the
Assignor with respect to the Servicing Rights or any mortgage loans subject
to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.
The
Assignor and the Assignee each hereby retain the right to enforce the
representations and warranties set forth in Section 7.01 and Section 7.02
with
respect to the Company and the Mortgage Loans against the Company; provided,
however, that in no event shall the Company be required to pay the Repurchase
Price with respect to any Mortgage Loan more than once in connection with
the
repurchase of a Mortgage Loan pursuant to Section 7.03 or 7.04 of the Purchase
Agreement. In addition, the right to require the Company to repurchase
a
Mortgage Loan shall be exercised solely the Assignee, its successors and
assigns.
Recognition
of the Company
2. From
and
after the date hereof, the Company shall and does hereby recognize that
the
Assignee will transfer the Mortgage Loans and assign its rights under the
Purchase Agreement (solely to the extent set forth herein) and this Agreement
to
the trust created pursuant to a Pooling and Servicing Agreement, dated
as of
October 1, 2006 (the “Pooling
Agreement”),
among
the Assignee, Ameriquest Mortgage Company, Xxxxx Fargo Bank, N.A. and Opteum
Financial Services, LLC (the “Servicers”), Xxxxx Fargo Bank, N.A. (the “Trust
Administrator” and the “Master Servicer”) and U.S. Bank, National Association,
as trustee (including its successors in interest and any successor trustees
under the Pooling Agreement, the “Trustee”).
The
Company hereby acknowledges and agrees that from and after the date hereof
(i)
the Trust will be the owner of the Mortgage Loans, (ii) the Company shall
look
solely to the Trust for performance of any obligations of the Assignor
insofar
as they relate to the enforcement of the representations, warranties and
covenants with respect to the Mortgage Loans, (iii) the Trust (including
the
Trustee, the Trust Administrator and the Servicer acting on the Trust’s behalf)
shall have all the rights and remedies available to the Assignor, insofar
as
they relate to the Mortgage Loans, under the Purchase Agreement, including,
without limitation, the enforcement of the document delivery requirements
and
remedies with respect to breaches of representations and warranties set
forth in
the Purchase Agreement, and shall be entitled to enforce all of the obligations
of the Company thereunder insofar as they relate to the Mortgage Loans,
and (iv)
all references to the Purchaser (insofar as they relate to the rights,
title and
interest and, with respect to obligations of the Purchaser, only insofar
as they
relate to the enforcement of the representations, warranties and covenants
of
the Company under the Purchase Agreement insofar as they relate to the
Mortgage
Loans, shall be deemed to refer to the Trust (including the Trustee, the
Trust
Administrator and the Servicer acting on the Trust’s behalf). Neither the
Company nor the Assignor shall amend or agree to amend, modify, waiver,
or
otherwise alter any of the terms or provisions of the Purchase Agreement
which
amendment, modification, waiver or other alteration would in any way affect
the
Mortgage Loans or the Company’s performance under the Purchase Agreement with
respect to the Mortgage Loans without the prior written consent of the
Trustee.
Representations
and Warranties of the Company
3. The
Company warrants and represents to the Assignor, the Assignee and the Trust
as
of the date hereof that:
(a) The
Company is duly organized, validly existing and in good standing under
the laws
of the jurisdiction of its incorporation;
(b) The
Company has full power and authority to execute, deliver and perform its
obligations under this Agreement and has full power and authority to perform
its
obligations under the Purchase Agreement. The execution by the Company
of this
Agreement is in the ordinary course of the Company’s business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company’s charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or
by which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Agreement have
been
duly authorized by all necessary corporate action on part of the Company.
This
Agreement has been duly executed and delivered by the Company, and, upon
the due
authorization, execution and delivery by the Assignor and the Assignee,
will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except as enforceability
may be
limited by bankruptcy, reorganization, insolvency, moratorium or other
similar
laws now or hereafter in effect relating to creditors’ rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;
(c) No
consent, approval, order or authorization of, or declaration, filing or
registration with, any governmental entity is required to be obtained or
made by
the Company in connection with the execution, delivery or performance by
the
Company of this Agreement;
(d) Except
as
publicly disclosed in filings with the Securities and Exchange Commission
by
MortgageIT Holdings, Inc., the Company’s parent company, there is no action,
suit, proceeding or investigation pending or, to its knowledge, threatened
against the Company, before any court, administrative agency or other tribunal,
which would draw into question the validity of this Agreement or the Purchase
Agreement, or which, either in any one instance or in the aggregate, would
result in any material adverse change in the ability of the Company to
perform
its obligations under this Agreement or the Purchase Agreement, and the
Company
is solvent;
(e) (a)
No
Mortgage Loan is a “high cost home,” “covered” (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” or
“predatory” loan under any other applicable state, federal or local law (or a
similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees); and
(f) The
prepayment charges are enforceable and were originated in compliance with
all
applicable federal, state and local laws.
4. Pursuant
to Section 12 of the Purchase Agreement, the Company hereby represents
and
warrants, for the benefit of the Assignor, the Assignee and the Trust,
that the
representations and warranties set forth in Sections 7.01 and 7.02 of the
Purchase Agreement (set forth on Schedule 1 hereto), are true and correct
in all
material respects as of the date hereof as if such representations and
warranties were made on the date hereof except that (a) the representations
and
warranties set forth in such Subsections qualified by materiality shall
be true
and correct and (b) the representation and warranty set forth in Section
7.02(i)
shall, for purposes of this Agreement, relate to the Mortgage Loan Schedule
attached hereto.
In
the
event that (i) a Monthly Payment due prior to the related Cut-off Date
(as
defined in the Purchase Agreement) is not made within 30 days of the related
Due
Date or (ii) the first scheduled Monthly Payment due by the Mortgagor on
a
Mortgage Loan is due after the related Cut-off Date (as defined in the
Purchase
Agreement) and is not made within 30 days of such Due Date, the Company
shall
repurchase the affected Mortgage Loans at the Repurchase Price (as defined
in
the Purchase Agreement).
5. The
Assignor hereby makes the following representations and warranties as of
the
date hereof:
(a)
Each
Mortgage Loan at the time it was made complied in all material respects
with
applicable local, state, and federal laws, including, but not limited to,
all
applicable predatory and abusive lending laws;
(b)
None
of
the Mortgage Loans are High Cost as defined by any applicable predatory
and
abusive lending laws;
(c)
No
Mortgage Loan is a high cost loan or a covered loan, as applicable (as
such
terms are defined in the then current Standard & Poor’s LEVELS Version 5.7
Glossary Revised, Appendix E); and
(d) No
Mortgage Loan originated on or after Oct. 1, 2002 through Mar. 6, 2003
is
governed by the Georgia Fair Lending Act
Remedies
for Breach of Representations and Warranties
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee, the Trust
Administrator and the Servicer acting on the Trust’s behalf) in connection with
any breach of the representations and warranties made by the Company set
forth
in Sections 3 and 4 hereof shall be as set forth in Subsection 7.02 of
the
Purchase Agreement as if they were set forth herein (including without
limitation the repurchase and indemnity obligations set forth therein).
In
addition, the Company hereby acknowledges and agrees that any breach of
the
representations set forth in Section 7.02 (xlvi), (xlix), (lvi), (lviii),
(lxi),
(lxviii), (lxvi) and (lxix) of the Purchase Agreement and Section 3(e)
hereof
shall be deemed to materially and adversely affect the value of the related
mortgage loans or the interests of the Trust in the related mortgage
loans.
The
Assignor hereby acknowledges and agrees that the remedies available to
the
Assignee and the Trust (including the Trustee, the Trust Administrator
and the
Servicer acting on the Trust’s behalf) in connection with any breach of the
representations and warranties made by the Assignor set forth in Section
5
hereof shall be as set forth in Section 2.03 of the Pooling Agreement as
if they
were set forth herein. In addition, the Assignor hereby acknowledges and
agrees
that any breach of the representations set forth in Section 5(d) hereof
shall be
deemed to materially and adversely affect the value of the related mortgage
loans or the interests of the Trust in the related mortgage loans.
Miscellaneous
7. This
Agreement shall be construed in accordance with the laws of the State of
New
York, without regard to conflicts of law principles, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance
with
such laws.
8. No
term
or provision of this Agreement may be waived or modified unless such waiver
or
modification is in writing and signed by the party against whom such waiver
or
modification is sought to be enforced, with the prior written consent of
the
Trustee.
9. This
Agreement shall inure to the benefit of (i) the successors and assigns
of the
parties hereto and (ii) the Trust (including the Trustee, the Trust
Administrator and the Servicer acting on the Trust’s behalf). Any entity into
which Assignor, Assignee or Company may be merged or consolidated shall,
without
the requirement for any further writing, be deemed Assignor, Assignee or
Company, respectively, hereunder.
10. Each
of
this Agreement and the Purchase Agreement shall survive the conveyance
of the
Mortgage Loans and the assignment of the Purchase Agreement (to the extent
assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
and
nothing contained herein shall supersede or amend the terms of the Purchase
Agreement.
11. This
Agreement may be executed simultaneously in any number of counterparts.
Each
counterpart shall be deemed to be an original and all such counterparts
shall
constitute one and the same instrument.
12. In
the
event that any provision of this Agreement conflicts with any provision
of the
Purchase Agreement with respect to the Mortgage Loans, the terms of this
Agreement shall control.
13. As
used
herein, "Designated Area" means those zip codes listed on the attached
Exhibit
B.
14. Capitalized
terms used in this Agreement (including the exhibits hereto) but not defined
in
this Agreement shall have the meanings given to such terms in the Purchase
Agreement.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their
duly authorized officers as of the date first above written.
CITIGROUP GLOBAL MARKETS REALTY CORP. | ||
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By: | ||
Name: |
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Title: | ||
CITIGROUP
MORTGAGE LOAN TRUST INC.
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By: | ||
Name: |
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Title: | ||
MORTGAGEIT, INC. | ||
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By: | ||
Name: |
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Title: | ||
EXHIBIT
A
Mortgage
Loan Schedule
EXHIBIT
B
Schedule
1
Representations
and Warranties
Capitalized
terms used herein but not defined in this Schedule 1 shall have the meanings
given to such terms in the Purchase Agreement:
Subsection
7.01. Representations
and Warranties Respecting the Seller.
The
Seller represents, warrants and covenants to the Purchaser as of the initial
Closing Date and each subsequent Closing Date or as of such date specifically
provided herein or in the applicable Assignment and Conveyance:
(i) The
Seller is a corporation duly organized and validly existing under the laws
of
the State of New York. The Seller has all licenses necessary to carry out
its
business as now being conducted, and is licensed and qualified to transact
business in and is in good standing under the laws of each state in which
any
Mortgaged Property is located or is otherwise exempt under applicable law
from
such licensing or qualification or is otherwise not required under applicable
law to effect such licensing or qualification and no demand for such licensing
or qualification has been made upon the Seller in any such state, and in
any
event the Seller is in compliance with the laws of any such state to the
extent
necessary to ensure the enforceability of each Mortgage Loan and the interim
servicing of the Mortgage Loans in accordance with the terms of this Agreement.
No licenses or approvals obtained by the Seller have been suspended or
revoked
by any court, administrative agency, arbitrator or governmental body and
no
proceedings are pending which might result in such suspension or revocation;
(ii)
The
Seller has the full power and authority to hold each Mortgage Loan, to
sell each
Mortgage Loan, and to execute, deliver and perform, and to enter into and
consummate, all transactions contemplated by this Agreement. 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 by the Purchaser, constitutes a legal,
valid and binding obligation of the Seller, enforceable against it in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or similar
laws
affecting the enforceability of creditors’ rights generally and by judicial
discretion in applying principles of equity;
(iii)
The
execution and delivery of this Agreement by the Seller and the performance
of
and compliance with the terms of this Agreement will not violate the Seller’s
articles of incorporation or by-laws or constitute a default under or result
in
a breach or acceleration of, any material contract, agreement or other
instrument to which the Seller is a party or which may be applicable to
the
Seller or its assets;
(iv)
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 would be reasonably likely to have consequences that would materially
and adversely affect the condition (financial or otherwise) or the operation
of
the Seller or its assets or would be reasonably likely to have consequences
that
would materially and adversely affect the performance of its obligations
and
duties hereunder;
(v)
The
Seller is an approved seller for FNMA and FHLMC in good standing and is
a HUD
approved mortgagee pursuant to Section 203 of the National Housing Act.
No event
has occurred, including but not limited to a change in insurance coverage,
which
would make the Seller unable to comply with FNMA, FHLMC or HUD eligibility
requirements or which would require notification to FNMA, FHLMC or
HUD;
(vi)
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;
(vii) The
Mortgage Note, the Mortgage, the Assignment of Mortgage (other than with
respect
to any MOM Loan) and any other documents required to be delivered with
respect
to each Mortgage Loan pursuant to this Agreement, have been delivered to
the
Purchaser or its designee all in compliance with the specific requirements
of
this Agreement. With respect to each Mortgage Loan, the Seller is in possession
of a complete Mortgage File in compliance with Exhibit 5, except for such
documents as have been delivered to the Purchaser or its designee;
(viii) Immediately
prior to the payment of the Purchase Price for each Mortgage Loan, the
Seller
was the owner of record of the related Mortgage and the indebtedness evidenced
by the related Mortgage Note and upon the payment of the Purchase Price
by the
Purchaser, in the event that the Seller retains 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 and only for the purpose of servicing and supervising the
servicing of each Mortgage Loan;
(ix)
There
are no actions or proceedings against, or investigations of, the Seller
before
any court, administrative or other tribunal (A) that are reasonably likely
to
prohibit its entering into this Agreement, (B) that are reasonably likely
to
prevent the sale of the Mortgage Loans or the consummation of the transactions
contemplated by this Agreement or (C) that are reasonably likely to prohibit
or
materially and adversely affect the performance by the Seller of its obligations
under, or the validity or enforceability of, this Agreement;
(x) No
consent, approval, authorization or order of any court or governmental
agency or
body is required for the execution, delivery and performance by the Seller
of,
or compliance by the Seller 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;
(xi)
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 pursuant
to
this Agreement are not subject to the bulk transfer or any similar statutory
provisions;
(xii) The
transfer of the Mortgage Loans shall be treated as a sale on the books
and
records of the Seller, and the Seller has determined that, and will treat,
the
disposition of the Mortgage Loans pursuant to this Agreement for tax and
accounting purposes as a sale. The Seller shall maintain a complete set
of books
for each Mortgage Loan that shall be clearly marked to reflect the ownership
of
each Mortgage Loan by the Purchaser;
(xiii) The
consideration received by the Seller upon the sale of the Mortgage Loans
constitutes fair consideration and reasonably equivalent value for such
Mortgage
Loans;
(xiv) 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;
(xv) The
information delivered by the Seller to the Purchaser with respect to the
Seller’s loan loss, foreclosure and delinquency experience for the twelve (12)
months immediately preceding the Initial Closing Date on mortgage loans
underwritten to the same standards as the Mortgage Loans and covering mortgaged
properties similar to the Mortgaged Properties, is true and correct in
all
material respects;
(xvi) Neither
this Agreement nor any written statement, report or other document prepared
and
furnished or to be prepared and furnished by the Seller pursuant to this
Agreement or in connection with the transactions contemplated hereby contains
any untrue statement of material fact or omits to state a material fact
necessary to make the statements contained herein or therein not misleading;
and
(xvii) The
Seller is a member of MERS in good standing, will comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS and is current in payment
of
all fees and assessments imposed by MERS.
Subsection
7.02. Representations
and Warranties Regarding Individual Mortgage Loans.
The
Seller hereby represents and warrants to the Purchaser that, as to each
Mortgage
Loan, as of the related Closing Date for such Mortgage Loan:
(i) The
information set forth in the related Mortgage Loan Schedule is complete,
true
and correct;
(ii) The
Mortgage Loan is in compliance with all requirements set forth in the related
Confirmation, and the characteristics of the related Mortgage Loan Package
as
set forth in the related Confirmation are true and correct;
(iii)
All
payments required to be made up to the close of business on the Closing
Date for
such Mortgage Loan under the terms of the Mortgage Note have been made.
The
Seller has not advanced funds, or induced, solicited or knowingly received
any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required
by the
Mortgage Note or Mortgage; and there has been no delinquency, exclusive
of any
period of grace, in any payment by the Mortgagor thereunder since the
origination of the Mortgage Loan;
(iv)
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;
(v)
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 or its designee; the substance of any such waiver,
alteration or modification has been approved by the title insurer, to the
extent
required by the related policy, and is reflected on the related Mortgage
Loan
Schedule. No instrument of waiver, alteration or modification has been
executed,
and no Mortgagor has been released, in whole or in part, except in connection
with an assumption agreement approved by the title insurer, to the extent
required by the policy, and which assumption agreement has been delivered
to the
Purchaser or its designee and the terms of which are reflected in the related
Mortgage Loan Schedule;
(vi)
The
Mortgage Note and the Mortgage are not subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, nor will
the
operation of any of the terms of the Mortgage Note and the Mortgage, or
the
exercise of any right thereunder, render the Mortgage unenforceable, in
whole or
in part, or subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto.
Each
Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
enforceable and collectible under applicable federal, state and local
law;
(vii) All
buildings upon the Mortgaged Property are insured by an insurer acceptable
to
FNMA and FHLMC against loss by fire, hazards of extended coverage and such
other
hazards as are customary in the area where the Mortgaged Property is located,
pursuant to insurance policies conforming to the requirements of FNMA and
FHLMC.
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 FNMA and FHLMC. The Mortgage obligates
the
Mortgagor thereunder to maintain all such insurance at the Mortgagor’s cost and
expense, and on the Mortgagor’s failure to do so, authorizes the holder of the
Mortgage to maintain such insurance at Mortgagor’s cost and expense and to seek
reimbursement therefor from the Mortgagor;
(viii) Any
and
all requirements of any federal, state or local law including, without
limitation, usury, truth in lending, real estate settlement procedures,
predatory and abusive lending, consumer credit protection, equal credit
opportunity, fair housing or disclosure laws applicable to the origination
and
servicing of mortgage loans of a type similar to the Mortgage Loans have
been
complied with;
(ix)
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;
(x) The
Mortgage is a valid, existing and enforceable first or second (as indicated
on
the Mortgage Loan Schedule) lien 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)
to the
extent the Mortgage Loan is a second lien Mortgage Loan, the related first
lien
on the Mortgaged Property; and (d) other matters to which like properties
are
commonly subject which do not materially interfere with the benefits of
the
security intended to be provided by the Mortgage or the use, enjoyment,
value or
marketability of the related Mortgaged Property. Any security agreement,
chattel
mortgage or equivalent document related to and delivered in connection
with the
Mortgage Loan establishes and creates a valid, existing and enforceable
first or
second (as indicated on the Mortgage Loan Schedule) lien and first or second
(as
indicated on the Mortgage Loan Schedule) priority security interest 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;
(xi) 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 except as such enforcement may be limited by bankruptcy;
(xii) 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;
(xiii) 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;
(xiv) The
Seller is the sole legal, beneficial and equitable owner of the Mortgage
Note
and the Mortgage and has full right to transfer and sell the Mortgage Loan
to
the Purchaser free and clear of any encumbrance, equity, lien, pledge,
charge,
claim or security interest;
(xv) All
parties which have had any interest in the Mortgage Loan, whether as mortgagee,
assignee, pledgee or otherwise, are (or, during the period in which they
held
and disposed of such interest, were) in material 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 otherwise exempt from
such
requirements under applicable law);
(xvi) The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
title insurance policy (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)
acceptable to FNMA and FHLMC, issued by a title insurer acceptable to FNMA
and
FHLMC and qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring (subject to the exceptions contained in (x)(a)
and
(b) above) the Seller, its successors and assigns as to the first or second
(as
indicated on the Mortgage Loan Schedule) 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 Seller is the
sole
insured of such lender’s title insurance policy, and such lender’s title
insurance policy is in full force and effect and will be in 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) 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 second lien mortgage loan (i) the first lien mortgage loan is in full
force
and effect, (ii) to the best of Seller’s knowledge, 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) 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) 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;
(xx) As
of the
origination of the Mortgage Loan, no improvement located on the Mortgaged
Property was in violation of any applicable zoning or subdivision laws
or
ordinances;
(xxi) The
Mortgage Loan was originated by the Seller or by a savings and loan association,
a savings bank, a commercial bank, credit union, insurance company 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 pursuant
to Section 203 and 211 of the National Housing Act;
(xxii) Principal
payments on the Mortgage Loan 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,
other
than with respect to a Balloon Mortgage Loan, in the case of a Fixed Rate
Mortgage Loans, are sufficient to fully amortize the original principal
balance
over the original term thereof and to pay interest at the related Mortgage
Interest Rate, and, 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 and to pay interest
at
the related Mortgage Interest Rate. The Index for each Adjustable Rate
Mortgage
Loan is as defined in the related Confirmation. 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 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 remained unpaid principal balance of the Balloon
Mortgage Loan as of the Due Date of such monthly payment. The Mortgage
Note does
not permit negative amortization. No Mortgage Loan is a Convertible Mortgage
Loan;
(xxiii) The
origination and collection practices used by the Seller with respect to
each
Mortgage Note and Mortgage 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 Seller and any predecessor servicer in accordance
with
the terms of the Mortgage Note. With respect to escrow deposits and Escrow
Payments, if any, all such payments are in the possession of, or under
the
control of, the Seller 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
Seller
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;
(xxiv) The
Mortgaged Property is in good repair and is free of material damage and
waste
and there is no proceeding pending for the total or partial condemnation
thereof;
(xxv) 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;
(xxvi) The
Mortgage Loan was underwritten in accordance with the underwriting standards
of
the Seller in effect at the time the Mortgage Loan was originated, which
underwriting standards satisfy the standards of FNMA and FHLMC; and the
Mortgage
Note and Mortgage are on forms acceptable to FNMA and FHLMC;
(xxvii) 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
(x) above;
(xxviii) The
Mortgage File contains an appraisal of the related Mortgaged Property which
satisfied the standards of FNMA and FHLMC, was on appraisal form 1004 or
form
2055 with an interior inspection, and was made and signed, prior to the
approval
of the Mortgage Loan application, by a qualified appraiser, duly appointed
by
the Seller, 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 FNMA and FHLMC. 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;
(xxix) 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;
(xxx) 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 Seller, 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. 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;
(xxxi) The
Mortgagor has executed a statement to the effect that the Mortgagor has
received
all disclosure materials required by applicable 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;
(xxxii) 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;
(xxxiii) The
Seller has no knowledge of any circumstances or condition with respect
to the
Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
standing that can reasonably be expected to cause the Mortgage Loan to
be an
unacceptable investment, cause the Mortgage Loan to become delinquent,
or
adversely affect the value of the Mortgage Loan;
(xxxiv) No
Mortgage Loan had an LTV or a CLTV at origination in excess of 100%. Each
Mortgage Loan with an LTV or CLTV at origination in excess of 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 required by FNMA. 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;
(xxxv) The
Mortgaged Property is, to the best of the Seller’s knowledge, 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, have been made or obtained from the
appropriate authorities;
(xxxvi) No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of the Mortgagor,
the
Seller, or to the best of Seller’s knowledge, 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;
(xxxvii) For
each
Mortgage Loan that is not a MOM Loan, the Assignment of Mortgage is in
recordable form except for the name of the assignee that is blank and is
acceptable for recording under the laws of the jurisdiction in which the
Mortgaged Property is located. The original Mortgage was or is being recorded
and, unless the Mortgage Loan is subject to the MERS System, all subsequent
assignments of the original Mortgage (other than the assignment to Purchaser)
have been recorded in the appropriate jurisdiction wherein such recordation
is
necessary to perfect the lien thereof against creditors of Seller, or is
in the
process of being recorded.
(xxxviii) 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. The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having first or second lien priority
by
a title insurance policy or an endorsement to the policy insuring the
mortgagee’s consolidated interest. The consolidated principal amount does not
exceed the original principal amount of the Mortgage Loan;
(xxxix) Unless
otherwise set forth on the related Mortgage Loan Schedule, no Mortgage
Loan has
a balloon payment feature;
(xl)
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 FNMA and FHLMC;
(xli) The
source of the down payment with respect to each Mortgage Loan has been
fully
verified by the Seller;
(xlii) Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
(xliii) The
Mortgaged Property is in material compliance with all applicable environmental
laws pertaining to environmental hazards including, without limitation,
asbestos, and neither the Seller nor, to the Seller’s knowledge, the related
Mortgagor, has received any notice of any violation or potential violation
of
such law;
(xliv) Seller
shall, at its own expense, cause each Mortgage Loan to be covered by a
Tax
Service Contract which is assignable to the Purchaser or its designee;
provided
however, that if the Seller fails to purchase such Tax Service Contract,
the
Seller shall be required to reimburse the Purchaser for all costs and expenses
incurred by the Purchaser in connection with the purchase of any such Tax
Service Contract;
(xlv) Each
Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
to
the Purchaser or its designee or, for each Mortgage Loan not covered by
such
Flood Zone Service Contract, the Seller agrees to purchase such Flood Zone
Service Contract;
(xlvi) No
Mortgage Loan is (a) subject to the provisions of the Homeownership and
Equity
Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost” mortgage loan,
“covered” mortgage loan, “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, (c) subject to any comparable federal, state or local
statutes or regulations, or any other statute or regulation providing for
heightened regulatory scrutiny or assignee liability to holders of such
mortgage
loans, 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);
(xlvii) No
predatory 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
apparent 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 the FNMA
Guides;
(xlviii) Not
more
than one percent (1%) of the Mortgage Loans purchased on the related Closing
Date, measured by the aggregate Stated Principal Balance of such Mortgage
Loans
as of the related Cut-off Date, include a Mortgage Note for which a lost
note
affidavit with indemnification has been delivered;
(xlix) No
Mortgagor was required to purchase any single premium credit insurance
policy
(e.g., life, disability, accident, unemployment, 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, disability, accident, unemployment, mortgage, or health insurance)
in
connection with the origination of the Mortgage Loan. 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;
(l) The
Mortgage Loans were not selected from the outstanding one to four-family
mortgage loans in the Seller’s portfolio at the related Closing Date as to which
the representations and warranties set forth in this Agreement could be
made in
a manner so as to affect adversely the interests of the Purchaser;
(li)
The
Mortgage contains an enforceable provision for the acceleration of the
payment
of the unpaid principal balance of the Mortgage Loan in the event that
the
Mortgaged Property is sold or transferred without the prior written consent
of
the mortgagee thereunder;
(lii)
The
Mortgage Loan complies with all applicable consumer credit statutes and
regulations, including, without limitation, the respective Uniform Consumer
Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine,
Oklahoma, South Carolina, Utah and Wyoming (to the extent that the related
Mortgaged Property is located in such state), has been originated by a
properly
licensed entity, and in all other respects, complies with all of the material
requirements of any such applicable laws;
(liii) The
information set forth in the Prepayment Charge Schedule is complete, true
and
correct in all material respects and each Prepayment Charge is permissible,
enforceable and collectable under applicable federal and state law;
(liv) The
Mortgage Loan was not prepaid in full prior to the Closing Date and the
Seller
has not received notification from a Mortgagor that a prepayment in full
shall
be made after the Closing Date;
(lv) No
Mortgage Loan is secured by cooperative housing, commercial property, mobile
homes, manufactured housing or mixed use property;
(lvi) Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
are
subject to a Prepayment Charge. For any Mortgage Loan originated prior
to
October 1, 2002 that is subject to a Prepayment Charge, such Prepayment
Charge
does not extend beyond five years after the date of origination. For any
Mortgage Loan originated on or following October 1, 2002 that is subject
to a
Prepayment Charge, such Prepayment Charge does not extend beyond three
years
after the date of origination. With respect to any Mortgage Loan that contains
a
provision permitting imposition of a Prepayment Charge upon a 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 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 such a Prepayment Charge, (iii) the Prepayment
Charge is disclosed to the Mortgagor in the loan documents pursuant to
applicable state and federal law, (iv) for Mortgage Loans originated on
or after
September 1, 2004, 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 prepayment period, and (v) notwithstanding any state or federal
law
to the contrary, the Seller shall not impose such Prepayment Charge in
any
instance when the mortgage debt is accelerated as the result of the Mortgagor’s
default in making the loan payments;
(lvii) The
Seller 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 Seller 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;
(lviii) No
Mortgage Loan is secured by real property or secured by a manufactured
home
located in the state of Georgia unless (x) such Mortgage Loan was originated
prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”) or the
New York Banking Law 6-1. Each Mortgage Loan that is a “Home Loan” under the
Georgia Act complies with all applicable provisions of the Georgia Act.
No
Mortgage Loan secured by owner occupied real property or an owner occupied
manufactured home located in the State of Georgia was originated (or modified)
on or after October 1, 2002 through and including March 6, 2003;
(lix) 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 loan application, the Mortgagor may have qualified for
a 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;
(lx) 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
does not rely 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;
(lxi) With
respect to each Mortgage Loan, the Seller has fully and accurately furnished
complete information on the related borrower credit files to Equifax, Experian
and Trans Union Credit Information Company, in accordance with the Fair
Credit
Reporting Act and its implementing regulations, on a monthly basis and
the
Seller for each Loan will furnish, in accordance with the Fair Credit Reporting
Act and its implementing regulations, accurate and complete information
on its
borrower credit files to Equifax, Experian, and Trans Union Credit Information
Company, on a monthly basis;
(lxii) All
points and fees related to each Mortgage Loan were disclosed in writing
to the
related Borrower in accordance with applicable state and federal law and
regulation. Except in the case of a Mortgage Loan in an original principal
amount of less than $60,000 which would have resulted in an unprofitable
origination, no related Borrower was charged “points and fees” (whether or not
financed) in an amount greater than 5% of the principal amount of such
loan,
such 5% limitation is calculated in accordance with Xxxxxx Mae’s anti-predatory
lending requirements as set forth in the Xxxxxx Mae Selling Guide;
(lxiii) All
fees
and charges (including finance charges) and whether or not financed, assessed,
collected or to be collected in connection with the origination and servicing
of
each Mortgage Loan has been disclosed in writing to the Mortgagor in accordance
with applicable state and federal law and regulation;
(lxiv) The
Seller will transmit full-file credit reporting data for each Mortgage
Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan,
Seller 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;
(lxv) No
Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
Protection Act effective October 16, 2003 (Act 1340 or 2003);
(lxvi) No
Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);
(lxvii) No
Mortgage Loan secured by property located in the State of Nevada is a “home
loan” as defined in the Nevada Assembly Xxxx No. 284;
(lxviii) No
Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
et
seq.);
(lxix) 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);
(lxx) No
Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
and
Equity protection Act;
(lxxi) No
Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
Protection Act effective January 1, 2004 (N.M. Stat. Xxx. §§ 58-21A-1 et seq.);
(lxxii) No
Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
seq.);
(lxxiii) No
Mortgage Loan originated in the City of Los Angeles is subject to the City
of
Los Angeles California Ordinance 175008 as a “home loan”;
(lxxiv) No
Mortgage Loan originated in the City of Oakland is subject to the City
of
Oakland, California Ordinance 12361 as a “home loan”;
(lxxv) No
Mortgage Loan is a “High-Cost Home Loan” as defined under the Maine House Xxxx
383 X.X. 494, effective as of September 13, 2003;
(lxxvi) No
Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
Massachusetts Predatory Home Loan Practices Act, effective November 7,
2004
(Mass. Xxx. Laws Ch. 183C);
(lxxvii) With
respect to any Mortgage Loan for which a mortgage loan application was
submitted
by the Mortgagor after April 1, 2004, no such Mortgage Loan secured by
Mortgaged
Property in the State of Illinois which has a Mortgage Interest Rate in
excess
of 8.0% per annum has lender-imposed fees (or other charges) in excess
of 3.0%
of the original principal balance of the Mortgage Loan;
(lxxviii) With
respect to each MOM 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;
(lxxix) With
respect to each MERS Mortgage Loan, Seller 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;
(lxxx) No
Mortgagor agreed to submit to arbitration to resolve any dispute arising
out of
or relating in any way to the Mortgage Loan transaction, and with respect
to any
Mortgage Loan originated on or after August 1, 2004, neither the Mortgage
nor
the Mortgage Note requires the Mortgagor to submit to arbitration to resolve
any
dispute arising out of or relating in any way to the origination of the
Mortgage
Loan;
(lxxxi) No
Loan
is a “High Cost Home Loan” governed by the Indiana Home Loan Practices Act, Ind.
Code Xxx. §§ 24-9-1-1 et seq.;
(lxxxii) With
respect to each Mortgage Loan, (i) if the related first lien provides for
negative amortization, the CLTV was calculated at the maximum principal
balance
of such first lien that could result upon application of such negative
amortization feature, and (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;
(lxxxiii) The
Mortgagee has not made or caused to be made any payment in the nature of
an
“average” or “yield spread premium” to a mortgage broker or a like Person which
has not been fully disclosed to the Mortgagor;
(lxxxiv) No
Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
of
Massachusetts was made to pay off or refinance an existing loan or other
debt of
the related borrower (as the term “borrower” is defined in the regulations
promulgated by the Massachusetts Secretary of State in connection with
Massachusetts House Xxxx 4880 (2004)) unless (a) the related Mortgage Interest
Rate (that would be effective once the introductory rate expires, with
respect
to Adjustable Rate Mortgage Loans) did or would not exceed by more than
2.25%
the yield on United States Treasury securities having comparable periods
of
maturity to the maturity of the related Mortgage Loan as of the fifteenth
day of
the month immediately preceding the month in which the application for
the
extension of credit was received by the related lender or (b) the Mortgage
Loan
is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx
4880 (2004)) and the related Mortgage Note provides that the related Mortgage
Interest Rate may not exceed at any time the Prime rate index as published
in
The Wall Street Journal plus a margin of one percent;
(lxxxv) With
respect to each Mortgage Loan that 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 (a “Ground Lease”) and not by a fee interest in such
Mortgaged Property:
(a) The
Mortgagor is the owner of a valid and subsisting interest as tenant under
the
Ground Lease;
(b) The
Ground Lease is in full force and effect, unmodified and not supplemented
by any
writing or otherwise;
(c) The
Mortgagor is not in default under any of the terms thereof and there are
no
circumstances which, with the passage of time or the giving of notice or
both,
would constitute an event of default thereunder;
(d) The
lessor under the Ground Lease is not in default under any of the terms
or
provisions thereof on the part of the lessor to be observed or
performed;
(e) The
term
of the Ground Lease exceeds the maturity date of the related Mortgage Loan
by at
least ten years;
(f) The
Ground Lease or a memorandum thereof has been recorded and by its terms
permits
the leasehold estate to be mortgaged. The Ground Lease grants any leasehold
mortgagee standard protection necessary to protect the security of a leasehold
mortgagee;
(g) The
Ground Lease does not contain any default provisions that could give rise
to
forfeiture or termination of the Ground Lease except for the non-payment
of the
Ground Lease rents;
(h) The
execution, delivery and performance of the Mortgage do not require the
consent
(other than those consents which have been obtained and are in full force
and
effect) under, and will not contravene any provision of or cause a default
under, the Ground Lease;
(i) The
Ground Lease provides that the leasehold can be transferred, mortgaged
and
sublet an unlimited number of times either without restriction or on payment
of
a reasonable fee and delivery of reasonable documentation to the
lessor;
(j) The
Mortgagor has not commenced any action or given or received any notice
for the
purpose of terminating the Ground Lease;
(k) No
lessor, as debtor in possession or by a trustee for such lessor has give
any
notice of, and the Mortgagor has not consented to, any attempt to transfer
the
related Mortgaged Property free and clear of such Ground Lease under section
363(f) of the Bankruptcy Code; and
(l) No
lessor
is subject to any voluntary or involuntary bankruptcy, reorganization or
insolvency proceeding and no Mortgaged Property is an asset in any voluntary
or
involuntary bankruptcy, reorganization or insolvency proceeding.
(lxxxvi) No
Mortgage Loan is a balloon mortgage loan that has an original stated maturity
of
less than seven (7) years;
(lxxxvii) No
Mortgage Loan is subject to mandatory arbitration except when the terms
of the
arbitration also contain a waiver provision that provides that in the event
of a
sale or transfer of the Mortgage Loan or interest in the Mortgage Loan
to Xxxxxx
Xxx, the terms of the arbitration are null and void. The Seller hereby
covenants
that the Seller or the servicer of the Mortgage Loan, as applicable, will
notify
the Mortgagor in writing within 60 days of the sale or transfer of the
Mortgage
Loan to Xxxxxx Mae that the terms of the arbitration are null and void;
and
(lxxxviii) Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Pass-Through Transfer without unreasonable credit enhancement.
EXHIBIT
E
REQUEST
FOR RELEASE
TO:
Citibank,
N.A.
5280
Xxxxxxxxx Xxxxx
XX
0000
Xxxxxxxxx,
XX 00000
Xx:
|
Pooling
and Servicing Agreement dated as of October 1, 2006, among Citigroup
Mortgage Loan Trust Inc., as Depositor, Xxxxx Fargo Bank, N.A.,
Ameriquest
Mortgage Company and Opteum Financial Services, LLC as Servicers,
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.
9062
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Xxtn:
Client Services Manager: CMLTI 2006-FX1
Re:
|
Citigroup
Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
Series
2006-FX1, 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 October 1, 2006, among
Citigroup Mortgage Loan Trust Inc., as Depositor, Xxxxx Fargo Bank, N.A.,
Ameriquest Mortgage Company and Opteum Financial Services, LLC as Servicers,
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.
9062
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Xxtn:
Client Services Manager: CMLTI 2006-FX1
Re:
|
Citigroup
Mortgage Loan Trust Inc., Asset-Backed Pass-Through Certificates,
Class,
Series 2006-FX1, representing a % Percentage
Interest
|
Ladies
and Gentlemen:
In
connection with the purchase from ______________________ (the “Transferor”) on
the date hereof of the captioned trust certificates (the “Certificates”),
_______________ (the “Transferee”) hereby certifies as follows:
1. The
Transferee is a “qualified institutional buyer” as that term is defined in Rule
144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
completed either of the forms of certification to that effect attached hereto
as
Annex 1 or Annex 2. The Transferee is aware that the sale to it is being
made in
reliance on Rule 144A. The Transferee is acquiring the Certificates for its
own
account or for the account of a qualified institutional buyer, and understands
that such Certificate may be resold, pledged or transferred only (i) to a
person
reasonably believed to be a qualified institutional buyer that purchases
for its
own account or for the account of a qualified institutional buyer to whom
notice
is given that the resale, pledge or transfer is being made in reliance on
Rule
144A, or (ii) pursuant to another exemption from registration under the 1933
Act.
2. The
Transferee has been furnished with all information regarding (a) the
Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
referred to below, and (d) any credit enhancement mechanism associated with
the
Certificates, that it has requested.
All
capitalized terms used but not otherwise defined herein have the respective
meanings assigned thereto in the Pooling and Servicing Agreement dated as
of
October 1, 2006, among Citigroup Mortgage Loan Trust Inc., as Depositor,
Xxxxx
Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum Financial Services,
LLC
as Servicers, 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 October 1, 2006
(the
“Agreement”),
among
Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
Xxxxx
Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum Financial Services,
LLC
as servicers, (the “Servicers”),
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]
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attn:
Client Services Manager: CMLTI 2006-FX1
Re:
|
Citigroup
Mortgage Loan Trust Inc. Asset-Backed Pass-Through Certificates,
Series
2006-FX1, Mortgage Class
|
Dear
Sirs:
_______________________
(the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Citigroup
Mortgage Loan Trust, Series 2006-FX1, Mortgage Pass-Through Certificates,
Class
[CE] [P] [R] (the “Certificates”), issued pursuant to a Pooling and Servicing
Agreement dated as of October 1, 2006 (the “Agreement”),
among
Citigroup Mortgage Loan Trust Inc., as depositor (the “Depositor”),
Xxxxx
Fargo Bank, N.A., Ameriquest Mortgage Company and Opteum Financial Services,
LLC
as servicers, (the “Servicers”),
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 Servicers
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 DEPOSITOR WITH FORM 10-K
Re:
|
Citigroup
Mortgage Loan Trust, Series 2006-FX1
Asset
Backed Pass-Through Certificates, Series
2006-FX1
|
I,
[_____], certify that:
l. I
have
reviewed this annual report on Form 10-K, and all reports on Form 10-D required
to be filed in respect of the period covered by this report on Form 10-K
of
Citigroup Mortgage Loan Trust, Asset-Backed Pass-Through Certificates, Series
2006-FX1 (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 Servicers 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: Xxxxx Fargo Bank, N.A., Ameriquest
Mortgage Company, Opteum Financial Services, LLC and Xxxxx Fargo Bank, N.A.
as
master servicer and trust administrator.
Date:
[__], 2006
CITIGROUP
MORTGAGE LOAN TRUST INC.
|
|||||||||||||
By:
|
|||||||||||||
Name:
|
|||||||||||||
Title:
|
|||||||||||||
Date:
|
EXHIBIT
H-2
FORM
CERTIFICATION TO BE
PROVIDED
TO DEPOSITOR BY THE TRUST ADMINISTRATOR, MASTER SERVICER AND
SERVICERS
Re:
|
Citigroup
Mortgage Loan Trust, Series 2006-FX1
Asset
Backed Pass-Through Certificates, Series
2006-FX1
|
[Xxxxx
Fargo Bank, N.A.][Ameriquest Mortgage Company][Opteum Financial Services,
LLC],
as Servicer 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 the Company’s compliance with the servicing criteria set forth in
Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
Assessment”), the registered public accounting firm’s attestation report
provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
and
Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing
reports, officer’s certificates and other information relating to the servicing
of the Mortgage Loans by the Company during 200[ ] that were delivered by
the
Company to the Depositor 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;
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 Servicing Assessment or the Attestation Report,
the
Company has fulfilled its obligations under the Agreement in all material
respects; and
5. The
Compliance Statement required to be delivered by the Company pursuant to
this
Agreement, and the Servicing Assessment and Attestation Report required to
be
provided by the Company and by any Subservicer and Subcontractor pursuant
to the
Agreement, have been provided to the Depositor. Any material instances of
noncompliance described in such reports have been disclosed to the Depositor.
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 October 1, 2006 (the “Pooling and
Servicing Agreement”), among the Depositor as depositor, Xxxxx Fargo Bank, N.A.,
Ameriquest Mortgage Company and Opteum Financial Services, LLC as servicers,
Xxxxx Fargo Bank, N.A. as master servicer and as trust administrator and
U.S.
Bank National Association as trustee.
[XXXXX
FARGO BANK, N.A.]
[Ameriquest
Mortgage Company]
[Opteum
Financial Services, LLC]
|
|
By:
|
|
Name:
|
|
Title:
|
|
Date:
|
EXHIBIT
I
FORMS
OF
BASIS RISK CAP AGREEMENTS
![](https://www.sec.gov/Archives/edgar/data/1378506/000088237706003966/bearlogo.jpg)
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
000
XXXXXXX XXXXXX
XXX
XXXX,
XXX XXXX 00000
000-000-0000
DATE:
|
October
31, 2006
|
|
TO:
|
Xxxxx
Fargo Bank, N.A., not individually, but solely as Trust Administrator
on
behalf of the Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed
Pass-Through Certificates, Series 2006-FX1
|
|
ATTENTION:
|
Client
Services Manager - CMLTI 2006-FX1
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-
000-0000
|
|
TO:
|
Citibank,
N.A., New York
|
|
ATTENTION:
|
Xxxx
Xxxxx
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
FROM:
|
Derivatives
Documentation
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
RE:
|
Novation
Confirmation
|
|
REFERENCE
NUMBER(S):
|
FXNCC8817
|
|
FXNCC8818
|
||
FXNCC8819
|
The
purpose of this letter is to confirm the terms and conditions of the Novation
Transactions entered into between the parties and effective from the Novation
Date specified below. This Novation Confirmation constitutes a “Confirmation” as
referred to in the New Agreement specified below.
1.
The
definitions and provisions contained in the 2004 ISDA Novation Definitions
(the
“Definitions”) and the terms and provisions of the 2000 ISDA
Definitions,
as
published by the International Swaps and Derivatives Association, Inc.
and
amended from time to time, are incorporated in this Novation Confirmation.
In
the event of any inconsistency between (i) the Definitions, (ii) the 2000
ISDA
Definitions and/or (iii) a Novation Agreement and this Novation Confirmation,
this Novation Confirmation will govern.
2.
The
terms
of the Novation Transactions to which this Novation Confirmation relates
are as
follows:
Novation
Trade Date:
|
October
31, 2006
|
|
Novation
Date:
|
October
31, 2006
|
|
Novated
Amount:
|
For
each Novation Transaction, as specified in the related Annex
attached
hereto.
|
|
Transferor:
|
Citibank,
N.A., New York
|
|
Transferee:
|
Xxxxx
Fargo Bank, N.A., not individually, but solely as Trust Administrator
on
behalf of the Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed
Pass-Through Certificates, Series 2006-FX1
|
|
Remaining
Party:
|
Bear
Xxxxxxx Financial Products Inc.
|
|
New
Agreements (between Transferee and
Remaining
Party):
|
Each
Master Agreement as defined each New
Confirmation
|
Reference
Number: FXNCC8817, FXNCC8818, FXNCC8819 - Novation Confirmation
Xxxxx
Fargo Bank, N.A., not individually, but solely as Trust Administrator
on behalf
of the Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed Pass-Through
Certificates, Series 2006-FX1
October
31, 2006
3.
The
terms
of the Old Transactions to which this Novation Confirmation relates, for
identification purposes, are as follows:
Trade
Date of Old Transactions:
|
For
each Novation Transaction, as specified in the Annex attached
hereto.
|
|
Effective
Date of Old Transactions:
|
For
each Novation Transaction, as specified in the Annex attached
hereto.
|
|
Termination
Date of Old Transactions:
|
For
each Novation Transaction, as specified in the Annex attached
hereto.
|
4.
The
terms
of the New Transactions to which this Novation Confirmation relates shall
be as
specified in the New Confirmation attached hereto as Exhibit A, Exhibit
B and
Exhibit C.
Full
First Calculation Period:
|
Applicable
|
5. Offices:
Transferor:
|
Not
Applicable
|
|
Transferee:
|
Not
Applicable
|
|
Remaining
Party:
|
Not
Applicable
|
The
parties confirm their acceptance to be bound by this Novation Confirmation
as of
the Novation Date by executing a copy of this Novation Confirmation and
returning a facsimile of the fully-executed Novation Confirmation to
000-000-0000.
The
Transferor, by its execution of a copy of this Novation Confirmation, agrees
to
the terms of the Novation Confirmation as it relates to the Old Transactions.
The Transferee, by its execution of a copy of this Novation Confirmation,
agrees
to the terms of the Novation Confirmation as it relates to the New Transactions.
For inquiries regarding U.S. Transactions, please contact Derivatives
Documentation
by
telephone at 000-000-0000.
For all
other inquiries please contact Derivatives
Documentation by
telephone at 000-0-000-0000.
Bear
Xxxxxxx Financial Products Inc.
By:
_____________________________
Name:
Title:
Date
|
Citibank,
N.A., New York
By:
_____________________________
As
authorized agent or officer for
Citibank,
N.A.
Name:
Title:
Date
|
Xxxxx
Fargo Bank, N.A., not
individually, but solely as Trust Administrator on behalf of
the Citigroup
Mortgage Loan Trust 2006-FX1, Asset-Backed Pass-Through Certificates,
Series 2006-FX1
By:
_____________________________
Name:
Title:
Date
|
am/lm
Annex
Old
Transactions Reference No.
|
Trade
Date
of
Old Transactions
|
Effective
Date
of
Old Transactions
|
Termination
Date of Old
Transactions
|
Novated
Amount
|
FXNCC8817
|
October
26, 2006
|
October
31, 2006
|
July
25, 2010
|
USD
152,830,000
|
FXNCC8818
|
October
26, 2006
|
October
31, 2006
|
December
25, 2010
|
USD
12,848,000
|
FXNCC8819
|
October
26, 2006
|
October
31, 2006
|
November
25, 2013
|
USD
97,088,000
|
![](https://www.sec.gov/Archives/edgar/data/1378506/000088237706003966/bearlogo.jpg)
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
000
XXXXXXX XXXXXX
XXX
XXXX,
XXX XXXX 00000
000-000-0000
Exhibit
A
DATE:
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October
31, 2006
|
|
|
||
TO:
|
Xxxxx
Fargo Bank, N.A., not individually, but solely as Trust Administrator
on
behalf of the Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed
Pass-Through Certificates, Series 2006-FX1
|
|
ATTENTION:
|
Client
Services Manager - CMLTI 2006-FX1
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
FROM:
|
Derivatives
Documentation
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
SUBJECT:
|
Fixed
Income Derivatives Confirmation and Agreement
|
|
REFERENCE
NUMBER:
|
FXNCC8817
|
The
purpose of this letter agreement ("Agreement") is to confirm the terms
and
conditions of the Transaction entered into on the Trade Date specified
below
(the "Transaction") between Bear Xxxxxxx Financial Products Inc. ("BSFP")
and
Xxxxx Fargo Bank, N.A., not individually, but solely as Trust Administrator
on
behalf of Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed Pass-Through
Certificates, Series 2006-FX1 ("Counterparty") under the Pooling and
Servicing
Agreement, dated as of October 1, 2006, among Citigroup Mortgage Loan
Trust
Inc., as depositor, Ameriquest Mortgage Company, Xxxxx Fargo Bank, N.A.
and
Opteum Financial Services, LLC, as servicers, Xxxxx Fargo Bank, N.A.,
as master
servicer and trust administrator and U.S. Bank National Association as
trustee
(the “Pooling and Servicing Agreement”). This letter agreement constitutes the
sole and complete "Confirmation," as referred to in the "ISDA Form Master
Agreement" (as defined below), as well as a “Schedule” as referred to in the
ISDA Form Master Agreement.
1.
This
Agreement is subject to the 2000
ISDA Definitions (the
“Definitions”), as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
(Multicurrency—Cross Border) form (the "ISDA Form Master Agreement") but,
rather, an ISDA Form Master Agreement shall be deemed to have been executed
by
you and us on the date we entered into the Transaction. In the event
of any
inconsistency between the provisions of this Agreement and the Definitions
or
the ISDA Form Master Agreement, this Agreement shall prevail for purposes
of the
Transaction. Terms capitalized but not defined herein shall have the
meanings
attributed to them in the Pooling and Servicing Agreement.
Reference
Number: FXNCC8817
Xxxxx
Fargo Bank, N.A., not individually, but solely as Trust Administrator
on behalf
of the Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed Pass-Through
Certificates, Series 2006-FX1
October
31, 2006
2.
|
The
terms of the particular Transaction to which this Confirmation
relates are
as follows:
|
||
Type
of Transaction:
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Rate
Cap
|
||
Notional
Amount:
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With
respect to any Calculation Period, the amount set forth for
such period in
Schedule I attached hereto.
|
||
Trade
Date:
|
October
31, 2006
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||
Effective
Date:
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October
31, 2006
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||
Termination
Date:
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July
25, 2010, subject to adjustment in accordance with the Business
Day
Convention.
|
||
Fixed
Amount (Premium):
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Inapplicable.
Premium has been paid under the Old Transaction.
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||
Floating
Amounts:
|
|||
Floating
Rate Payer:
|
BSFP
|
||
Cap
Rate:
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With
respect to any Calculation Period, the rate set forth for
such period in
Schedule I attached hereto.
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||
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|||
Floating
Rate Payer
|
|||
Period
End Dates:
|
The
25th
calendar day of each month during
the Term
of this Transaction, commencing November 25, 2006, and ending
on the
Termination Date, subject to adjustment in accordance with
the Business
Day Convention.
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||
|
|||
Floating
Rate Payer
|
|||
Payment
Dates:
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Early
Payment shall be applicable. The Floating Rate Payer Payment
Date shall be
two Business Days prior to each Floating Rate Payer Period
End
Date.
|
||
Floating
Rate Option:
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USD-LIBOR-BBA;
provided, however, that all references in Sections 7.1(w)(xvii)
and
7.1(w)(xx) of the Annex to the Definitions to “on the day that is two
London Banking Days preceding that Reset Date” shall be deleted and
replaced with “on the day that is two New York and London Banking Days
preceding that Reset Date”.
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||
Floating
Amount:
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To
be determined in accordance with the following formula:
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||
Greater
of (i) 250 * (Floating Rate Option - Cap Rate) * Notional
Amount *
Floating Rate Day Count Fraction; and (ii) zero.
|
|||
Designated
Maturity:
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One
month
|
||
Floating
Rate Day
|
|||
Count
Fraction:
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Actual/360
|
||
Reset
Dates:
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The
first day of each Calculation Period.
|
||
Compounding:
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Inapplicable
|
||
Business
Days:
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New
York
|
||
Business
Day Convention:
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Following
|
||
3.
|
Additional
Provisions:
|
Each
party hereto is hereby advised and acknowledges that the
other party has
engaged in (or refrained from engaging in) substantial financial
transactions and has taken (or refrained from taking) other
material
actions in reliance upon the entry by the parties into the
Transaction
being entered into on the terms and conditions set forth
herein and in the
Confirmation relating to such Transaction, as applicable.
This paragraph
shall be deemed repeated on the trade date of each
Transaction.
|
|
4.
|
Provisions
Deemed Incorporated in a Schedule to the ISDA Form Master
Agreement:
|
1) The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement will apply to any Transaction.
2)
Termination
Provisions.
For
purposes of the ISDA Form Master Agreement:
(a) "Specified
Entity" is not applicable to BSFP or Counterparty for any purpose.
(b) “Breach
of Agreement” provision of Section 5(a)(ii) will not apply to BSFP or
Counterparty.
(c)
“Credit
Support Default” provisions of Section 5(a)(iii) will not apply to Counterparty
and will not apply to BSFP unless BSFP has obtained a guarantee or
other
contingent agreement pursuant to paragraph 16 below.
(d) “Misrepresentation”
provisions or Section 5(a)(iv) will not apply to BSFP or
Counterparty.
(e) "Specified
Transaction" is not applicable to BSFP or Counterparty for any purpose,
and,
accordingly, Section 5(a)(v) shall not apply to BSFP or
Counterparty.
(f) The
"Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP
or to
Counterparty.
(g) The
"Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply
to BSFP
or Counterparty.
(h)
The
“Bankruptcy” provision of Section 5(a)(vii)(2) will not apply to
Counterparty.
(i) The
"Automatic Early Termination" provision of Section 6(a) will not apply
to BSFP
or to Counterparty.
(j) Payments
on Early Termination. For the purpose of Section 6(e) of the ISDA Form
Master
Agreement:
(i) Market
Quotation will apply.
(ii) The
Second Method will apply.
(k) "Termination
Currency" means United States Dollars.
3)
Tax
Representations.
(a)
Payer
Representations. For the purpose of Section 3(e) of the ISDA Form Master
Agreement, each of BSFP and the Counterparty will make the following
representations:
It
is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make
any
deduction or withholding for or on account of any Tax from any payment
(other
than interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form Master
Agreement) to be made by it to the other party under this Agreement.
In making
this representation, it may rely on:
(i) the
accuracy of any representations made by the other party pursuant to Section
3(f)
of this Agreement;
(ii) the
satisfaction of the agreement contained in Sections 4(a)(i) or 4(a)(iii)
of the
ISDA Form Master Agreement and the accuracy and effectiveness of any
document
provided by the other party pursuant to Sections 4(a)(i) or 4(a)(iii)
of the
ISDA Form Master Agreement; and
(iii) the
satisfaction of the agreement of the other party contained in Section
4(d)
of
the
ISDA Form Master Agreement,
provided that it shall not be a breach of this representation where reliance
is
placed on clause (ii) and the other party does not deliver a form or
document
under Section 4(a)(iii) of the ISDA Form Master Agreement by reason of
material
prejudice to its legal or commercial position.
(b)
Payee
Representations. For the purpose of Section 3(f) of the ISDA Form Master
Agreement, each of BSFP and the Counterparty make the following representations.
The
following representation will apply to BSFP:
BSFP
is a
corporation organized under the laws of the State of Delaware and its
U.S.
taxpayer identification number is 00-0000000.
The
following representation will apply to the Counterparty:
Xxxxx
Fargo Bank, N.A., is Trust Administrator pursuant to the Pooling and
Servicing
Agreement.
4)
Tax
Event. The provisions of Section 2(d)(i)(4) of the ISDA Form Master Agreement
shall not apply to Counterparty as X and the provisions of Section 2(d)(ii)
of
the ISDA Form Master Agreement shall not apply to Counterparty as Y,
in each
case such that Counterparty shall not be required to pay any additional
amounts
referred to therein.
5)
Limitation
on Events of Default.
Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master
Agreement,
if at any time and so long as the Counterparty has satisfied in full
all its
payment obligations under Section 2(a)(i) of the ISDA Form Master Agreement
and
has at the time no future payment obligations, whether absolute or contingent,
under such Section, then unless BSFP is required pursuant to appropriate
proceedings to return to the Counterparty or otherwise returns to the
Counterparty upon demand of the Counterparty any portion of any such
payment,
(a) the occurrence of an event described in Section 5(a) of the ISDA
Form Master
Agreement with respect to the Counterparty shall not constitute an Event
of
Default or Potential Event of Default with respect to the Counterparty
as
Defaulting Party and (b) BSFP shall be entitled to designate an Early
Termination Date pursuant to Section 6 of the ISDA Form Master Agreement
only as
a result of the occurrence of a Termination Event set forth in either
Section
5(b)(i) or 5(b)(ii) of the ISDA Form Master Agreement with respect to
BSFP as
the Affected Party, or Section 5(b)(iii) with respect to BSFP as the
Burdened
Party. Counterparty’s only obligation under Section 2(a)(i) of the ISDA Form
Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment
Date.
6)
Documents
to be Delivered.
For the
purpose of Section 4(a) of the ISDA Form Master Agreement:
(1) Tax
forms, documents, or certificates to be delivered are:
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
BSFP
and
the
Counterparty
|
Any
document required or reasonably requested to allow the other
party to make
payments under this Agreement without any deduction or withholding
for or
on the account of any Tax or with such deduction or withholding
at a
reduced rate
|
Promptly
after the earlier of (i) reasonable demand by either party
or (ii)
learning that such form or document is
required
|
(2) Other
documents to be delivered are:
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d) Representation
|
BSFP
and
the
Counterparty
|
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 this Agreement, any Confirmation , and any Credit
Support
Documents to which it is a party, and to evidence the authority
of the
delivering party or its Credit Support Provider to perform
its obligations
under this Agreement, such Confirmation and/or Credit Support
Document, as
the case may be
|
Upon
the execution and delivery of this Agreement and such
Confirmation
|
Yes
|
BSFP
and
the
Counterparty
|
A
certificate of an authorized officer of the party, as to the
incumbency
and authority of the respective officers of the party signing
this
Agreement, any relevant Credit Support Document, or any Confirmation,
as
the case may be
|
Upon
the execution and delivery of this Agreement and such
Confirmation
|
Yes
|
Counterparty
|
An
executed copy of the Pooling and Servicing Agreement
|
Within
30 days after the date of this Agreement.
|
No
|
BSFP
|
Legal
opinion(s) with respect to such party and its Credit Support
Provider, if
any, for it reasonably satisfactory in form and substance to
the other
party relating to the enforceability of the party’s obligations under this
Agreement.
|
Upon
the execution and delivery of this Agreement and any
Confirmation
|
No
|
7)
Miscellaneous.
Miscellaneous
(a)
|
Address
for Notices: For the purposes of Section 12(a) of the ISDA Form
Master Agreement:
|
Address
for notices or communications to BSFP:
Address: 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: DPC
Manager
Facsimile: (000)
000-0000
with
a
copy to:
Address: Xxx
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
Attention: Derivative
Operations - 7th Floor
Facsimile: (000)
000-0000
(For
all
purposes)
Address
for notices or communications to the Counterparty:
Address:
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention: Client
Services Manager - CMLTI 2006-FX1
(For
all
purposes)
(b)
Process
Agent. For the purpose of Section 13(c) of the ISDA Form Master
Agreement:
BSFP
appoints as its
Process
Agent: Not
Applicable
The
Counterparty appoints as its
Process
Agent: Not
Applicable
(c)
Offices.
The provisions of Section 10(a) of the ISDA Form Master Agreement will
not apply
to this Agreement; neither BSFP nor the Counterparty have any Offices
other than
as set forth in the Notices Section and BSFP agrees that, for purposes
of
Section 6(b) of the ISDA Form Master Agreement, it shall not in future
have any
Office other than one in the United States.
(d)
Multibranch
Party. For the purpose of Section 10(c) of the ISDA Form Master
Agreement:
BSFP
is
not a Multibranch Party.
The
Counterparty is not a Multibranch
Party.
|
(e)
Calculation
Agent. The Calculation Agent is BSFP.
(f)
Credit
Support Document.
BSFP:
Not applicable, except for any ISDA Credit Support Annex, guarantee
or
contingent agreement delivered pursuant to paragraph 16
below.
|
The
Counterparty: Not Applicable
(g)
|
Credit
Support Provider.
|
BSFP: Not
Applicable for BSFP for so long as no Credit Support Document is delivered
under
paragraph 16 below, otherwise, the party that is the primary obligor
under the
Credit Support Document.
The
Counterparty: Not Applicable
(h)
Governing
Law. The parties to this Agreement hereby agree that the law of the State
of New
York shall govern their rights and duties in whole without regard to
the
conflict of law provisions thereof other than New York General Obligations
Law
Sections 5-1401 and 5-1402.
(i)
Severability. If
any
term, provision, covenant, or condition of this Agreement, or the application
thereof to any party or circumstance, shall be held to be invalid or
unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full force
and
effect as if this Agreement had been executed with the invalid or unenforceable
portion eliminated, so long as this Agreement as so modified continues
to
express, without material change, the original intentions of the parties
as to
the subject matter of this Agreement and the deletion of such portion
of this
Agreement will not substantially impair the respective benefits or expectations
of the parties.
The
parties shall endeavor to engage in good faith negotiations to replace
any
invalid or unenforceable term, provision, covenant or condition with
a valid or
enforceable term, provision, covenant or condition, the economic effect
of which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
(j)
Consent
to Recording. Each party hereto consents to the monitoring or recording,
at any
time and from time to time, by the other party of any and all communications
between officers or employees of the parties, waives any further notice
of such
monitoring or recording, and agrees to notify its officers and employees
of such
monitoring or recording.
(k)
Waiver
of
Jury Trial. Each
party waives any right it may have to a trial by jury in respect of any
Proceedings relating to this Agreement or any Credit Support Document.
8)
"Affiliate". Each of BSFP and Counterparty shall be deemed to have no
Affiliates
for purposes of this Agreement, including for purposes of Section 6(b)(ii)
of
the ISDA Form Master Agreement.
9)
Section 3 of the ISDA Form Master Agreement is hereby amended by adding
at the
end thereof the following subsection (g):
“(g)
Relationship
Between Parties.
Each
party represents to the other party on each date when it enters
into a
Transaction that:--
|
(1)
Nonreliance.
It is
not relying on any statement or representation of the other party regarding
the
Transaction (whether written or oral), other than the representations
expressly
made in this Agreement or the Confirmation in respect of that Transaction.
(2)
Evaluation
and Understanding.
(i)
BSFP
is
acting for its own account and Xxxxx Fargo Bank, N.A., is acting as Trust
Administrator under the Pooling and Servicing Agreement, and not for
its own
account. Each Party has made its own independent decisions to enter into
this
Transaction and as to whether this Transaction is appropriate or proper
for it
based upon its own judgment and upon advice from such advisors as it
has deemed
necessary. It is not relying on any communication (written or oral) of
the other
party as investment advice or as a recommendation to enter into this
Transaction; it being understood that information and explanations related
to
the terms and conditions of this Transaction shall not be considered
investment
advice or a recommendation to enter into this Transaction. It has not
received
from the other party any assurance or guarantee as to the expected results
of
this Transaction.
(ii)
|
It
is capable of evaluating and understanding (on its own behalf
or through
independent professional advice), and understands and accepts,
the terms,
conditions and risks of this Transaction. It is also capable
of assuming,
and assumes, the financial and other risks of this
Transaction.
|
(iii)
The
other party is not acting as an agent or fiduciary or an advisor for
it in
respect of this Transaction.
(3)
Purpose.
It is
an “eligible swap participant” as such term is defined in Section 35.1(b)(2) of
the regulations (17 C.F.R 35) promulgated under, and an “eligible contract
participant” as defined in Section 1(a)(12) of, the Commodity Exchange Act, as
amended, and it is entering into the Transaction for the purposes of
managing
its borrowings or investments, hedging its underlying assets or liabilities
or
in connection with a line of business.”
10)
Pooling and Servicing Agreement. BSFP hereby agrees that, notwithstanding
any
provision of this agreement to the contrary, Counterparty’s obligations to pay
any amounts owing under this Agreement shall be subject to the Pooling
and
Servicing Agreement and BSFP’s right to receive payment of such amounts shall be
subject to the Pooling and Servicing Agreement.
11)
Trust
Administrator Liability Limitations. It is expressly understood and agreed
by
the parties hereto that (a) this Agreement is executed and delivered
by Xxxxx
Fargo Bank N.A. (“Xxxxx”), not individually, but solely as Trust Administrator
on behalf of the Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed
Pass-Through Certificates, Series 2006-FX1, (b) each of the representations,
undertakings and agreements herein made on the part of the Counterparty
is made
and intended not as a personal representation, undertaking or agreement
of Xxxxx
but is made and intended for the purpose of binding only the Counterparty,
(c)
nothing herein contained shall be construed as imposing any liability
upon
Xxxxx, individually or personally, to perform any covenant either expressed
or
implied contained herein, all such liability, if any, being expressly
waived by
the parties hereto and by any Person claiming by, through or under the
parties
hereto; provided that nothing in this paragraph shall relieve Xxxxx from
performing its duties and obligations under the Pooling and Servicing
Agreement
in accordance with the standard of care set forth therein, (d) under
no
circumstances shall Xxxxx be personally liable for the payment of any
indebtedness or expenses of the Counterparty or be liable for the breach
or
failure of any obligation, representation, warranty or covenant made
or
undertaken by the Counterparty under this Agreement or any other related
documents, other than due to its negligence or willful misconduct in
performing
the obligations of the Trust Administrator under the Pooling and Servicing
Agreement, (e) any resignation or removal of Xxxxx as Trust Administrator
shall
require the assignment of this agreement to the Trust Administrator’s
replacement, and (f) Xxxxx, as Trust
Administrator,
has
been directed, pursuant to the Pooling and Servicing Agreement, to enter
into
this Agreement and to perform its obligations hereunder.
12)
Proceedings.
BSFP
shall not institute against or cause any other person to institute against,
or
join any other person in instituting against, the trust created pursuant
to the
Pooling and Servicing Agreement, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any
federal or
state bankruptcy, dissolution or similar law, for a period of one year
and one
day (or, if longer, the applicable preference period) following indefeasible
payment in full of the Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed
Pass-Through Certificates, Series 2006-FX1 (the “Certificates”) and any notes
backed by the Certificates (the “Notes”).
13)
Set-off. Notwithstanding
any provision of this Agreement or any other existing or future agreement,
each
party irrevocably waives any and all rights it may have to set off, net,
recoup
or otherwise withhold or suspend or condition payment or performance
of any
obligation between it and the other party hereunder against any obligation
between it and the other party under any other agreements. The provisions
for
Set-off set forth in Section 6(e) of the ISDA Form Master Agreement shall
not
apply for purposes of this Transaction.
14)
Additional
Termination Events.
The
following Additional Termination Events will apply:
(a)
If a
Rating Agency Downgrade has occurred and BSFP has not, within the time
period
specified therein, complied with paragraph 16 below, then an Additional
Termination Event shall have occurred with respect to BSFP and BSFP shall
be the
sole Affected Party with respect to such Additional Termination Event.
(b)
If,
upon the occurrence of a Cap Disclosure Event (as defined in paragraph
17(ii)
below) BSFP has not, within 10 calendar days after such Cap Disclosure
Event
complied with any of the provisions set forth in paragraph 17(iii) below,
then
an Additional Termination Event shall have occurred with respect to BSFP
and
BSFP shall be the sole Affected Party with respect to such Additional
Termination Event.
(c)
An
Additional Termination Event shall occur under the ISDA Form Master Agreement
upon unrescindable notice that the Terminator will purchase all Mortgage
Loans
in accordance with Section 9.01 of the Pooling and Servicing Agreement.
With
respect to such Additional Termination Event, Counterparty shall be the
sole
Affected Party and this Transaction shall be the sole Affected Transaction;
provided, however, that notwithstanding Section 6(b)(iv) of the ISDA
Form Master
Agreement, only Counterparty may designate an Early Termination Date
in respect
of this Additional Termination Event.
15)
Amendment
to the ISDA Form Master Agreement.
The
“Failure
to Pay or Deliver”
provision in Section 5(a)(i) is hereby amended by deleting the word “third” in
the third line thereof and inserting the word “second” in place
thereof.
16)
Ratings
Downgrade.
(a) If
BSFP fails to satisfy the Required Ratings (a “Ratings
Event”),
then
BSFP shall, at its own expense and subject to the Rating Agency Condition,
either
(i) |
assign
this Transaction to an entity that satisfies (or whose credit
support
provider satisfies) the Required
Ratings;
|
(ii) |
deliver
collateral sufficient to restore the rating of the Certificates
and any
Notes immediately prior to such Ratings Event, and an executed
ISDA Credit
Support Annex;
|
(iii) |
obtain
a guaranty of an entity that satisfies the Required Rating
to guaranty
BSFP’s obligations under this Transaction;
or
|
(iv) |
take
any other action sufficient to restore the rating of the Certificates
and
any Notes immediately prior to such Ratings
Event;
|
provided that
the
failure by BSFP to take any action specified in (i)-(iv) above on or
prior to
the 30th
calendar
day after such Ratings Event shall constitute an Additional Termination
Event
under the ISDA Form Master Agreement with respect to which BSFP shall
be the
sole Affected Party and this Transaction shall be the sole Affected
Transaction.
(b)
If
BSFP fails to satisfy the Replacement Ratings (a “Replacement
Event”),
then
BSFP shall, at its own expense and subject to the Rating Agency Condition,
either:
(i) |
assign
this Transaction to an entity that satisfies (or whose credit
support
provider satisfies) the Required
Ratings;
|
(ii) |
obtain
a guaranty of an entity that satisfies the Required Ratings
to guaranty
BSFP’s obligations under this Transaction;
or
|
(iii) |
take
any other action sufficient to restore the rating of the Certificates
and
any Notes immediately prior to such Ratings Event;
|
provided that
the
failure by BSFP to take any action specified in (i)-(iii) above on or
prior to
the 10th
Local
Business Day after such Replacement Event shall constitute an Additional
Termination Event under the ISDA Form Master Agreement with respect to
which
BSFP shall be the sole Affected Party and this Transaction shall be the
sole
Affected Transaction.
As
used
herein,
“DBRS”
means
Dominion Bond Rating Service, or any successor.
“Moody’s”
means
Xxxxx’x Investors Services, Inc.
“Rating
Agency”
means,
each of DBRS, S&P and Xxxxx’x
“Rating
Agency Condition”
means
with respect to any proposed act or omission to act hereunder, a condition
that
is satisfied if each Rating Agency then providing a rating of the Certificates
and any Notes confirms in writing that the proposed action or inaction
would not
cause a downgrade or withdrawal of the then-current rating of any Certificates
or Notes.
“Replacement
Ratings”
means,
with respect to any entity, the rating of the long-term senior unsecured
and
unsubordinated obligations of such entity is at least
“BBB-”
by
S&P or “A3” by Moody’s.
“Required Ratings”
means,
with respect to any entity, the rating of the long-term senior unsecured
and
unsubordinated obligations of such entity is at least “AA-” by S&P and “Aa3”
by Moody’s.
“S&P”
means
Standard and Poor’s Ratings Services, Inc.
17)
Compliance with Regulation AB.
(i) BSFP
agrees and acknowledges that Citigroup Mortgage Loan Trust Inc. (“Depositor”) is
required under Regulation AB under the Securities Act of 1933, as amended,
and
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(“Regulation AB”), to disclose certain financial information regarding BSFP or
its group of affiliated entities, if applicable, depending on the aggregate
“significance percentage” of this Agreement and any other derivative contracts
between BSFP or its group of affiliated entities, if applicable, and
Counterparty, as calculated from time to time in accordance with Item
1115 of
Regulation AB.
(ii) It
shall
be a Cap disclosure event (“Cap Disclosure Event”) if, on any Business Day after
the date hereof, Depositor or Sponsor requests from BSFP the applicable
financial information described in Item 1115 of Regulation AB (such request
to
be based on a reasonable determination by Depositor or Trust Administrator,
in
good faith, that such information is required under Regulation AB) (the
“Cap
Financial Disclosure”).
(iii) Upon
the
occurrence of a Cap Disclosure Event, BSFP, at its own expense, shall
(1) (a)
either (i) provide to Depositor the current Cap Financial Disclosure
in an
XXXXX-compatible format (for example, such information may be provided
in
Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii)
provide written consent to Depositor to
incorporation by reference of such current Cap Financial Disclosure as
are filed
with the Securities and Exchange Commission in the reports of the Trust
filed
pursuant to the Exchange Act, (b) if applicable, cause its outside accounting
firm to provide its consent to filing or incorporation by reference of
such
accounting firm’s report relating to their audits of such current Cap Financial
Disclosure in the Exchange Act Reports of Depositor, and (c) provide
to
Depositor any
updated Cap Financial Disclosure with respect to BSFP or any entity that
consolidates BSFP within five days of the release of any such updated
Cap
Financial Disclosure; , (2) secure another entity to replace BSFP as
party to
this Agreement on terms substantially similar to this Agreement and subject
to
prior notification to the Rating Agencies, which entity (or a guarantor
therefor) meets or exceeds the Approved Rating Thresholds and which satisfies
the Rating Agency Condition and which entity is able to comply with the
requirements of Item 1115 of Regulation AB or (3) obtain a guaranty of
the
BSFP’s obligations under this Agreement from an affiliate of the BSFP that
is
able to comply with the financial information disclosure requirements
of Item
1115 of Regulation AB, such that disclosure provided in respect of the
affiliate
will satisfy any disclosure requirements applicable to the Cap Provider,
and
cause such affiliate to provide Cap Financial Disclosure. If permitted
by
Regulation AB, any required Cap Financial Disclosure may be provided
by
incorporation by reference from reports filed pursuant to the Exchange
Act.
(iv) BSFP
agrees that, in the event that BSFP provides Cap Financial Disclosure
to the
Depositor in accordance with clause (iii)(1) of paragraph 17 or causes
its
affiliate to provide Cap Financial Disclosure to the Depositor in accordance
with clause (iii)(3) of paragraph 17, 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 Cap Financial Disclosure or caused by any omission
or alleged
omission to state in such Cap 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.
18)
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.
19)
Transfer,
Amendment and Assignment.
No
transfer, amendment, waiver, supplement, assignment or other modification
of
this Transaction shall be permitted by either party unless each of S&P, DBRS
and Moody’s has been provided notice of the same and each of S&P, DBRS and
Moody’s confirms in writing (including by facsimile transmission) that it will
not downgrade, qualify, withdraw or otherwise modify its then-current
rating of
any Certificates or Notes.
NEITHER
THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE
OF THE
BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR
A CREDIT
SUPPORT PROVIDER ON THIS
AGREEMENT.
|
5.
Account
Details and
Settlement
Information: Payments
to BSFP:
Citibank,
N.A., New York
ABA
Number: 000-0000-00, for the account of
Bear,
Xxxxxxx Securities Corp.
Account
Number: 0925-3186, for further credit to
Bear
Xxxxxxx Financial Products Inc.
Sub-account
Number: 102-04654-1-3
Attention:
Derivatives Department
Payments
to Counterparty:
Xxxxx
Fargo Bank, N.A.
San
Francisco, California
ABA
#000-000-000
Account
#0000000000
Account
Name: SAS Clearing
FFC
#50962102 Basis Risk Cap Account
Attention:
Client Services Manager - CMLTI
2006-FX1
|
SCHEDULE
I
(all
such
dates subject to adjustment in accordance with the Business Day
Convention)
From
and including
|
To
but excluding
|
Notional
Amount
(USD)
|
Cap
Rate
|
Effective
Date
|
11/25/2006
|
611,320.00
|
8.802%
|
11/25/2006
|
12/25/2006
|
604,603.39
|
7.314%
|
12/25/2006
|
1/25/2007
|
596,213.47
|
7.079%
|
1/25/2007
|
2/25/2007
|
586,161.97
|
7.085%
|
2/25/2007
|
3/25/2007
|
574,458.45
|
7.863%
|
3/25/2007
|
4/25/2007
|
561,119.41
|
7.100%
|
4/25/2007
|
5/25/2007
|
546,167.22
|
7.349%
|
5/25/2007
|
6/25/2007
|
529,719.72
|
7.119%
|
6/25/2007
|
7/25/2007
|
512,842.92
|
7.371%
|
7/25/2007
|
8/25/2007
|
495,854.64
|
7.142%
|
8/25/2007
|
9/25/2007
|
479,041.90
|
7.153%
|
9/25/2007
|
10/25/2007
|
462,402.92
|
7.407%
|
10/25/2007
|
11/25/2007
|
445,935.93
|
7.177%
|
11/25/2007
|
12/25/2007
|
429,639.16
|
7.433%
|
12/25/2007
|
1/25/2008
|
413,510.87
|
7.203%
|
1/25/2008
|
2/25/2008
|
397,549.35
|
7.216%
|
2/25/2008
|
3/25/2008
|
381,752.89
|
7.735%
|
3/25/2008
|
4/25/2008
|
366,119.81
|
7.244%
|
4/25/2008
|
5/25/2008
|
350,648.43
|
7.503%
|
5/25/2008
|
6/25/2008
|
335,337.11
|
7.273%
|
6/25/2008
|
7/25/2008
|
320,184.21
|
7.534%
|
7/25/2008
|
8/25/2008
|
305,188.10
|
7.304%
|
8/25/2008
|
9/25/2008
|
290,347.19
|
7.320%
|
9/25/2008
|
10/25/2008
|
275,659.90
|
7.585%
|
10/25/2008
|
11/25/2008
|
261,124.64
|
7.354%
|
11/25/2008
|
12/25/2008
|
246,739.88
|
7.621%
|
12/25/2008
|
1/25/2009
|
232,504.06
|
7.390%
|
1/25/2009
|
2/25/2009
|
218,415.67
|
7.409%
|
2/25/2009
|
3/25/2009
|
204,473.20
|
8.235%
|
3/25/2009
|
4/25/2009
|
190,675.15
|
7.448%
|
4/25/2009
|
5/25/2009
|
177,020.06
|
7.722%
|
5/25/2009
|
6/25/2009
|
163,506.46
|
7.491%
|
6/25/2009
|
7/25/2009
|
150,132.90
|
7.767%
|
7/25/2009
|
8/25/2009
|
136,897.95
|
7.536%
|
8/25/2009
|
9/25/2009
|
123,800.20
|
7.560%
|
9/25/2009
|
10/25/2009
|
110,838.24
|
7.841%
|
10/25/2009
|
11/25/2009
|
98,010.68
|
7.610%
|
11/25/2009
|
12/25/2009
|
86,176.48
|
7.892%
|
12/25/2009
|
1/25/2010
|
74,470.96
|
7.658%
|
1/25/2010
|
2/25/2010
|
62,892.80
|
7.683%
|
2/25/2010
|
3/25/2010
|
51,440.68
|
8.546%
|
3/25/2010
|
4/25/2010
|
40,113.30
|
7.736%
|
4/25/2010
|
5/25/2010
|
28,909.38
|
8.026%
|
5/25/2010
|
6/25/2010
|
17,827.66
|
7.793%
|
6/25/2010
|
Termination
Date
|
6,866.87
|
8.087%
|
![](https://www.sec.gov/Archives/edgar/data/1378506/000088237706003966/bearlogo.jpg)
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
000
XXXXXXX XXXXXX
XXX
XXXX,
XXX XXXX 00000
000-000-0000
Exhibit
B
DATE:
|
October
31, 2006
|
|
|
||
TO:
|
Xxxxx
Fargo Bank, N.A, not individually, but as solely Trust Administrator
on
behalf of the Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed
Pass-Through Certificates, Series 2006-FX1
|
|
ATTENTION:
|
Client
Services Manager - CMLTI 2006-FX1
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
FROM:
|
Derivatives
Documentation
|
|
TELEPHONE:
|
000-000-0000
|
|
FACSIMILE:
|
000-000-0000
|
|
SUBJECT:
|
Fixed
Income Derivatives Confirmation and Agreement
|
|
REFERENCE
NUMBER:
|
FXNCC8818
|
The
purpose of this letter agreement ("Agreement") is to confirm the terms
and
conditions of the Transaction entered into on the Trade Date specified
below
(the "Transaction") between Bear Xxxxxxx Financial Products Inc. ("BSFP")
and
Xxxxx Fargo Bank, N.A. not individually, but solely Trust Administrator
on
behalf of Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed Pass-Through
Certificates, Series 2006-FX1 ("Counterparty") under the Pooling and
Servicing
Agreement, dated as of October 1, 2006, among Citigroup Mortgage Loan
Trust
Inc., as depositor, Ameriquest Mortgage Company, Xxxxx Fargo Bank, N.A.
and
Opteum Financial Services, LLC, as servicers, Xxxxx Fargo Bank, N.A.,
as master
servicer and trust administrator and U.S. Bank National Association as
trustee
(the “Pooling and Servicing Agreement”). This letter agreement constitutes the
sole and complete "Confirmation," as referred to in the "ISDA Form Master
Agreement" (as defined below), as well as a “Schedule” as referred to in the
ISDA Form Master Agreement.
1.
This
Agreement is subject to the 2000
ISDA Definitions (the
“Definitions”), as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
(Multicurrency—Cross Border) form (the "ISDA Form Master Agreement") but,
rather, an ISDA Form Master Agreement shall be deemed to have been executed
by
you and us on the date we entered into the Transaction. In the event
of any
inconsistency between the provisions of this Agreement and the Definitions
or
the ISDA Form Master Agreement, this Agreement shall prevail for purposes
of the
Transaction. Terms capitalized but not defined herein shall have the
meanings
attributed to them in the Pooling and Servicing Agreement.
Reference
Number: FXNCC8818
Xxxxx
Fargo Bank, N.A., not individually, but solely as Trust Administrator
on behalf
of the Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed Pass-Through
Certificates, Series 2006-FX1
October
31, 2006
2.
|
The
terms of the particular Transaction to which this Confirmation
relates are
as follows:
|
||
Type
of Transaction:
|
Rate
Cap
|
||
Notional
Amount:
|
With
respect to any Calculation Period, the amount set forth for
such period in
Schedule I attached hereto.
|
||
Trade
Date:
|
October
31, 2006
|
||
Effective
Date:
|
October
31, 2006
|
||
Termination
Date:
|
December
25, 2010, subject to adjustment in accordance with the Business
Day
Convention.
|
||
Fixed
Amount (Premium):
|
Inapplicable.
Premium has been paid under the Old Transaction.
|
||
Floating
Amounts:
|
|||
Floating
Rate Payer:
|
BSFP
|
||
Cap
Rate:
|
With
respect to any Calculation Period, the rate set forth for
such period in
Schedule I attached hereto.
|
||
|
|||
Floating
Rate Payer
|
|||
Period
End Dates:
|
The
25th
calendar day of each month during
the Term
of this Transaction, commencing November 25, 2006, and ending
on the
Termination Date, subject to adjustment in accordance with
the Business
Day Convention.
|
||
|
|||
Floating
Rate Payer
|
|||
Payment
Dates:
|
Early
Payment shall be applicable. The Floating Rate Payer Payment
Date shall be
two Business Days prior to each Floating Rate Payer Period
End
Date.
|
||
Floating
Rate Option:
|
USD-LIBOR-BBA;
provided, however, that all references in Sections 7.1(w)(xvii)
and
7.1(w)(xx) of the Annex to the Definitions to “on the day that is two
London Banking Days preceding that Reset Date” shall be deleted and
replaced with “on the day that is two New York and London Banking Days
preceding that Reset Date”.
|
||
Floating
Amount:
|
To
be determined in accordance with the following formula:
|
||
Greater
of (i) 250 * (Floating Rate Option - Cap Rate) * Notional
Amount *
Floating Rate Day Count Fraction; and (ii) zero.
|
|||
Designated
Maturity:
|
One
month
|
||
Floating
Rate Day
|
|||
Count
Fraction:
|
Actual/360
|
||
Reset
Dates:
|
The
first day of each Calculation Period.
|
||
Compounding:
|
Inapplicable
|
||
Business
Days:
|
New
York
|
||
Business
Day Convention:
|
Following
|
||
3.
|
Additional
Provisions:
|
Each
party hereto is hereby advised and acknowledges that the
other party has
engaged in (or refrained from engaging in) substantial financial
transactions and has taken (or refrained from taking) other
material
actions in reliance upon the entry by the parties into the
Transaction
being entered into on the terms and conditions set forth
herein and in the
Confirmation relating to such Transaction, as applicable.
This paragraph
shall be deemed repeated on the trade date of each
Transaction.
|
|
4.
|
Provisions
Deemed Incorporated in a Schedule to the ISDA Form Master
Agreement:
|
1) The
parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form
Master
Agreement will apply to any Transaction.
2)
Termination
Provisions.
For
purposes of the ISDA Form Master Agreement:
(a) "Specified
Entity" is not applicable to BSFP or Counterparty for any purpose.
(b) “Breach
of Agreement” provision of Section 5(a)(ii) will not apply to BSFP or
Counterparty.
(c)
“Credit
Support Default” provisions of Section 5(a)(iii) will not apply to Counterparty
and will not apply to BSFP unless BSFP has obtained a guarantee or
other
contingent agreement pursuant to paragraph 16 below.
(d) “Misrepresentation”
provisions or Section 5(a)(iv) will not apply to BSFP or
Counterparty.
(e) "Specified
Transaction" is not applicable to BSFP or Counterparty for any purpose,
and,
accordingly, Section 5(a)(v) shall not apply to BSFP or
Counterparty.
(f) The
"Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP
or to
Counterparty.
(g) The
"Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply
to BSFP
or Counterparty.
(h)
The
“Bankruptcy” provision of Section 5(a)(vii)(2) will not apply to
Counterparty.
(i) The
"Automatic Early Termination" provision of Section 6(a) will not apply
to BSFP
or to Counterparty.
(j) Payments
on Early Termination. For the purpose of Section 6(e) of the ISDA Form
Master
Agreement:
(i) Market
Quotation will apply.
(ii) The
Second Method will apply.
(k) "Termination
Currency" means United States Dollars.
3)
Tax
Representations.
(a)
Payer
Representations. For the purpose of Section 3(e) of the ISDA Form Master
Agreement, each of BSFP and the Counterparty will make the following
representations:
It
is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make
any
deduction or withholding for or on account of any Tax from any payment
(other
than interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form Master
Agreement) to be made by it to the other party under this Agreement.
In making
this representation, it may rely on:
(i) the
accuracy of any representations made by the other party pursuant to Section
3(f)
of this Agreement;
(ii) the
satisfaction of the agreement contained in Sections 4(a)(i) or 4(a)(iii)
of the
ISDA Form Master Agreement and the accuracy and effectiveness of any
document
provided by the other party pursuant to Sections 4(a)(i) or 4(a)(iii)
of the
ISDA Form Master Agreement; and
(iii) the
satisfaction of the agreement of the other party contained in Section
4(d)
of
the
ISDA Form Master Agreement,
provided that it shall not be a breach of this representation where reliance
is
placed on clause (ii) and the other party does not deliver a form or
document
under Section 4(a)(iii) of the ISDA Form Master Agreement by reason of
material
prejudice to its legal or commercial position.
(b)
Payee
Representations. For the purpose of Section 3(f) of the ISDA Form Master
Agreement, each of BSFP and the Counterparty make the following representations.
The
following representation will apply to BSFP:
BSFP
is a
corporation organized under the laws of the State of Delaware and its
U.S.
taxpayer identification number is 00-0000000.
The
following representation will apply to the Counterparty:
Xxxxx
Fargo Bank, N.A., is Trust Administrator pursuant to the Pooling and
Servicing
Agreement.
4)
Tax
Event. The provisions of Section 2(d)(i)(4) of the ISDA Form Master Agreement
shall not apply to Counterparty as X and the provisions of Section 2(d)(ii)
of
the ISDA Form Master Agreement shall not apply to Counterparty as Y,
in each
case such that Counterparty shall not be required to pay any additional
amounts
referred to therein.
5)
Limitation
on Events of Default.
Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master
Agreement,
if at any time and so long as the Counterparty has satisfied in full
all its
payment obligations under Section 2(a)(i) of the ISDA Form Master Agreement
and
has at the time no future payment obligations, whether absolute or contingent,
under such Section, then unless BSFP is required pursuant to appropriate
proceedings to return to the Counterparty or otherwise returns to the
Counterparty upon demand of the Counterparty any portion of any such
payment,
(a) the occurrence of an event described in Section 5(a) of the ISDA
Form Master
Agreement with respect to the Counterparty shall not constitute an Event
of
Default or Potential Event of Default with respect to the Counterparty
as
Defaulting Party and (b) BSFP shall be entitled to designate an Early
Termination Date pursuant to Section 6 of the ISDA Form Master Agreement
only as
a result of the occurrence of a Termination Event set forth in either
Section
5(b)(i) or 5(b)(ii) of the ISDA Form Master Agreement with respect to
BSFP as
the Affected Party, or Section 5(b)(iii) with respect to BSFP as the
Burdened
Party. Counterparty’s only obligation under Section 2(a)(i) of the ISDA Form
Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment
Date.
6)
Documents
to be Delivered.
For the
purpose of Section 4(a) of the ISDA Form Master Agreement:
(1) Tax
forms, documents, or certificates to be delivered are:
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
BSFP
and
the
Counterparty
|
Any
document required or reasonably requested to allow the other
party to make
payments under this Agreement without any deduction or withholding
for or
on the account of any Tax or with such deduction or withholding
at a
reduced rate
|
Promptly
after the earlier of (i) reasonable demand by either party
or (ii)
learning that such form or document is
required
|
(2) Other
documents to be delivered are:
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d) Representation
|
BSFP
and
the
Counterparty
|
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 this Agreement, any Confirmation , and any Credit
Support
Documents to which it is a party, and to evidence the authority
of the
delivering party or its Credit Support Provider to perform
its obligations
under this Agreement, such Confirmation and/or Credit Support
Document, as
the case may be
|
Upon
the execution and delivery of this Agreement and such
Confirmation
|
Yes
|
BSFP
and
the
Counterparty
|
A
certificate of an authorized officer of the party, as to the
incumbency
and authority of the respective officers of the party signing
this
Agreement, any relevant Credit Support Document, or any Confirmation,
as
the case may be
|
Upon
the execution and delivery of this Agreement and such
Confirmation
|
Yes
|
Counterparty
|
An
executed copy of the Pooling and Servicing Agreement
|
Within
30 days after the date of this Agreement.
|
No
|
BSFP
|
Legal
opinion(s) with respect to such party and its Credit Support
Provider, if
any, for it reasonably satisfactory in form and substance to
the other
party relating to the enforceability of the party’s obligations under this
Agreement.
|
Upon
the execution and delivery of this Agreement and any
Confirmation
|
No
|
7)
Miscellaneous.
Miscellaneous
(a)
|
Address
for Notices: For the purposes of Section 12(a) of the ISDA Form
Master Agreement:
|
Address
for notices or communications to BSFP:
Address: 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: DPC
Manager
Facsimile: (000)
000-0000
with
a
copy to:
Address: Xxx
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
Attention: Derivative
Operations - 7th Floor
Facsimile: (000)
000-0000
(For
all
purposes)
Address
for notices or communications to the Counterparty:
Address:
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client
Services Manager - CMLTI 2006-FX1
(For
all
purposes)
(b) Process
Agent. For the purpose of Section 13(c) of the ISDA Form Master
Agreement:
BSFP
appoints as its
Process
Agent: Not
Applicable
The
Counterparty appoints as its
Process
Agent: Not
Applicable
(c)
Offices.
The provisions of Section 10(a) of the ISDA Form Master Agreement will
not apply
to this Agreement; neither BSFP nor the Counterparty have any Offices
other than
as set forth in the Notices Section and BSFP agrees that, for purposes
of
Section 6(b) of the ISDA Form Master Agreement, it shall not in future
have any
Office other than one in the United States.
(d)
Multibranch
Party. For the purpose of Section 10(c) of the ISDA Form Master
Agreement:
BSFP
is
not a Multibranch Party.
The
Counterparty is not a Multibranch
Party.
|
(e)
Calculation
Agent. The Calculation Agent is BSFP.
(f)
Credit
Support Document.
BSFP:
Not applicable, except for any ISDA Credit Support Annex, guarantee
or
contingent agreement delivered pursuant to paragraph 16
below.
|
The
Counterparty: Not Applicable
(g)
|
Credit
Support Provider.
|
BSFP: Not
Applicable for BSFP for so long as no Credit Support Document is delivered
under
paragraph 16 below, otherwise, the party that is the primary obligor
under the
Credit Support Document.
The
Counterparty: Not Applicable
(h)
Governing
Law. The parties to this Agreement hereby agree that the law of the State
of New
York shall govern their rights and duties in whole without regard to
the
conflict of law provisions thereof other than New York General Obligations
Law
Sections 5-1401 and 5-1402.
(i)
Severability. If
any
term, provision, covenant, or condition of this Agreement, or the application
thereof to any party or circumstance, shall be held to be invalid or
unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full force
and
effect as if this Agreement had been executed with the invalid or unenforceable
portion eliminated, so long as this Agreement as so modified continues
to
express, without material change, the original intentions of the parties
as to
the subject matter of this Agreement and the deletion of such portion
of this
Agreement will not substantially impair the respective benefits or expectations
of the parties.
The
parties shall endeavor to engage in good faith negotiations to replace
any
invalid or unenforceable term, provision, covenant or condition with
a valid or
enforceable term, provision, covenant or condition, the economic effect
of which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.
(j) Consent
to Recording. Each party hereto consents to the monitoring or recording,
at any
time and from time to time, by the other party of any and all communications
between officers or employees of the parties, waives any further notice
of such
monitoring or recording, and agrees to notify its officers and employees
of such
monitoring or recording.
(k)
Waiver
of
Jury Trial. Each
party waives any right it may have to a trial by jury in respect of any
Proceedings relating to this Agreement or any Credit Support Document.
8)
"Affiliate". Each of BSFP and Counterparty shall be deemed to have no
Affiliates
for purposes of this Agreement, including for purposes of Section 6(b)(ii)
of
the ISDA Form Master Agreement.
9)
Section 3 of the ISDA Form Master Agreement is hereby amended by adding
at the
end thereof the following subsection (g):
“(g) Relationship
Between Parties.
Each
party represents to the other party on each date when it enters
into a
Transaction that:--
|
(1)
Nonreliance.
It is
not relying on any statement or representation of the other party regarding
the
Transaction (whether written or oral), other than the representations
expressly
made in this Agreement or the Confirmation in respect of that Transaction.
(2)
Evaluation
and Understanding.
(i)
BSFP
is
acting for its own account and Xxxxx Fargo Bank, N.A., is acting as Trust
Administrator under the Pooling and Servicing Agreement, and not for
its own
account. Each Party has made its own independent decisions to enter into
this
Transaction and as to whether this Transaction is appropriate or proper
for it
based upon its own judgment and upon advice from such advisors as it
has deemed
necessary. It is not relying on any communication (written or oral) of
the other
party as investment advice or as a recommendation to enter into this
Transaction; it being understood that information and explanations related
to
the terms and conditions of this Transaction shall not be considered
investment
advice or a recommendation to enter into this Transaction. It has not
received
from the other party any assurance or guarantee as to the expected results
of
this Transaction.
(ii)
|
It
is capable of evaluating and understanding (on its own behalf
or through
independent professional advice), and understands and accepts,
the terms,
conditions and risks of this Transaction. It is also capable
of assuming,
and assumes, the financial and other risks of this
Transaction.
|
(iii)
The other party is not acting as an agent or fiduciary or an advisor
for
it in respect of this Transaction.
(3)
Purpose.
It is
an “eligible swap participant” as such term is defined in Section 35.1(b)(2) of
the regulations (17 C.F.R 35) promulgated under, and an “eligible contract
participant” as defined in Section 1(a)(12) of, the Commodity Exchange Act, as
amended, and it is entering into the Transaction for the purposes of
managing
its borrowings or investments, hedging its underlying assets or liabilities
or
in connection with a line of business.”
10)
Pooling and Servicing Agreement. BSFP hereby agrees that, notwithstanding
any
provision of this agreement to the contrary, Counterparty’s obligations to pay
any amounts owing under this Agreement shall be subject to the Pooling
and
Servicing Agreement and BSFP’s right to receive payment of such amounts shall be
subject to the Pooling and Servicing Agreement.
11)
Trust
Administrator Liability Limitations. It is expressly understood and agreed
by
the parties hereto that (a) this Agreement is executed and delivered
by Xxxxx
Fargo Bank N.A. (“Xxxxx”), not individually, but solely as Trust Administrator
on behalf of the Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed
Pass-Through Certificates, Series 2006-FX1, (b) each of the representations,
undertakings and agreements herein made on the part of the Counterparty
is made
and intended not as a personal representation, undertaking or agreement
of Xxxxx
but is made and intended for the purpose of binding only the Counterparty,
(c)
nothing herein contained shall be construed as imposing any liability
upon
Xxxxx, individually or personally, to perform any covenant either expressed
or
implied contained herein, all such liability, if any, being expressly
waived by
the parties hereto and by any Person claiming by, through or under the
parties
hereto; provided that nothing in this paragraph shall relieve Xxxxx from
performing its duties and obligations under the Pooling and Servicing
Agreement
in accordance with the standard of care set forth therein, (d) under
no
circumstances shall Xxxxx be personally liable for the payment of any
indebtedness or expenses of the Counterparty or be liable for the breach
or
failure of any obligation, representation, warranty or covenant made
or
undertaken by the Counterparty under this Agreement or any other related
documents, other than due to its negligence or willful misconduct in
performing
the obligations of the Trust Administrator under the Pooling and Servicing
Agreement, (e) any resignation or removal of Xxxxx as Trust Administrator
shall
require the assignment of this agreement to the Trust Administrator’s
replacement, and (f) Xxxxx, as Trust Administrator, has been directed,
pursuant
to the Pooling and Servicing Agreement, to enter into this Agreement
and to
perform its obligations hereunder.
12)
Proceedings.
BSFP
shall not institute against or cause any other person to institute against,
or
join any other person in instituting against, the trust created pursuant
to the
Pooling and Servicing Agreement, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any
federal or
state bankruptcy, dissolution or similar law, for a period of one year
and one
day (or, if longer, the applicable preference period) following indefeasible
payment in full of the Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed
Pass-Through Certificates, Series 2006-FX1 (the “Certificates”) and any notes
backed by the Certificates (the “Notes”).
13)
Set-off. Notwithstanding
any provision of this Agreement or any other existing or future agreement,
each
party irrevocably waives any and all rights it may have to set off, net,
recoup
or otherwise withhold or suspend or condition payment or performance
of any
obligation between it and the other party hereunder against any obligation
between it and the other party under any other agreements. The provisions
for
Set-off set forth in Section 6(e) of the ISDA Form Master Agreement shall
not
apply for purposes of this Transaction.
14)
Additional
Termination Events.
The
following Additional Termination Events will apply:
(a)
If a
Rating Agency Downgrade has occurred and BSFP has not, within the time
period
specified therein, complied with paragraph 16 below, then an Additional
Termination Event shall have occurred with respect to BSFP and BSFP shall
be the
sole Affected Party with respect to such Additional Termination Event.
(b)
If,
upon the occurrence of a Cap Disclosure Event (as defined in paragraph
17(ii)
below) BSFP has not, within 10 calendar days after such Cap Disclosure
Event
complied with any of the provisions set forth in paragraph 17(iii) below,
then
an Additional Termination Event shall have occurred with respect to BSFP
and
BSFP shall be the sole Affected Party with respect to such Additional
Termination Event.
(c)
An
Additional Termination Event shall occur under the ISDA Form Master Agreement
upon unrescindable notice that the Terminator will purchase all Mortgage
Loans
in accordance with Section 9.01 of the Pooling and Servicing Agreement.
With
respect to such Additional Termination Event, Counterparty shall be the
sole
Affected Party and this Transaction shall be the sole Affected Transaction;
provided, however, that notwithstanding Section 6(b)(iv) of the ISDA
Form Master
Agreement, only Counterparty may designate an Early Termination Date
in respect
of this Additional Termination Event.
15)
Amendment
to the ISDA Form Master Agreement.
The
“Failure
to Pay or Deliver”
provision in Section 5(a)(i) is hereby amended by deleting the word “third” in
the third line thereof and inserting the word “second” in place
thereof.
16)
Ratings
Downgrade.
(a) If
BSFP fails to satisfy the Required Ratings (a “Ratings
Event”),
then
BSFP shall, at its own expense and subject to the Rating Agency Condition,
either
(i) |
assign
this Transaction to an entity that satisfies (or whose credit
support
provider satisfies) the Required
Ratings;
|
(ii) |
deliver
collateral sufficient to restore the rating of the Certificates
and any
Notes immediately prior to such Ratings Event, and an executed
ISDA Credit
Support Annex;
|
(iii) |
obtain
a guaranty of an entity that satisfies the Required Rating
to guaranty
BSFP’s obligations under this Transaction;
or
|
(iv) |
take
any other action sufficient to restore the rating of the Certificates
and
any Notes immediately prior to such Ratings
Event;
|
provided that
the
failure by BSFP to take any action specified in (i)-(iv) above on or
prior to
the 30th
calendar
day after such Ratings Event shall constitute an Additional Termination
Event
under the ISDA Form Master Agreement with respect to which BSFP shall
be the
sole Affected Party and this Transaction shall be the sole Affected
Transaction.
(b)
If
BSFP fails to satisfy the Replacement Ratings (a “Replacement
Event”),
then
BSFP shall, at its own expense and subject to the Rating Agency Condition,
either:
(i) |
assign
this Transaction to an entity that satisfies (or whose credit
support
provider satisfies) the Required
Ratings;
|
(ii) |
obtain
a guaranty of an entity that satisfies the Required Ratings
to guaranty
BSFP’s obligations under this Transaction;
or
|
(iii) |
take
any other action sufficient to restore the rating of the Certificates
and
any Notes immediately prior to such Ratings Event;
|
provided that
the
failure by BSFP to take any action specified in (i)-(iii) above on or
prior to
the 10th
Local
Business Days after such Replacement Event shall constitute an Additional
Termination Event under the ISDA Form Master Agreement with respect to
which
BSFP shall be the sole Affected Party and this Transaction shall be the
sole
Affected Transaction.
As
used
herein,
“DBRS”
means
Dominion Bond Rating Service, or any successor.
“Moody’s”
means
Xxxxx’x Investors Services, Inc.
“Rating
Agency”
means,
each of DBRS, S&P and Xxxxx’x
“Rating
Agency Condition”
means
with respect to any proposed act or omission to act hereunder, a condition
that
is satisfied if each Rating Agency then providing a rating of the Certificates
and any Notes confirms in writing that the proposed action or inaction
would not
cause a downgrade or withdrawal of the then-current rating of any Certificates
or Notes.
“Replacement
Ratings”
means,
with respect to any entity, the rating of the long-term senior unsecured
and
unsubordinated obligations of such entity is at least
“BBB-”
by
S&P or “A3” by Moody’s.
“Required Ratings”
means,
with respect to any entity, the rating of the long-term senior unsecured
and
unsubordinated obligations of such entity is at least “AA-” by S&P and “Aa3”
by Moody’s.
“S&P”
means
Standard and Poor’s Ratings Services, Inc.
17)
Compliance with Regulation AB.
(i) BSFP
agrees and acknowledges that Citigroup Mortgage Loan Trust Inc. (“Depositor”) is
required under Regulation AB under the Securities Act of 1933, as amended,
and
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(“Regulation AB”), to disclose certain financial information regarding BSFP or
its group of affiliated entities, if applicable, depending on the aggregate
“significance percentage” of this Agreement and any other derivative contracts
between BSFP or its group of affiliated entities, if applicable, and
Counterparty, as calculated from time to time in accordance with Item
1115 of
Regulation AB.
(ii) It
shall
be a Cap disclosure event (“Cap Disclosure Event”) if, on any Business Day after
the date hereof, Depositor or Sponsor requests from BSFP the applicable
financial information described in Item 1115 of Regulation AB (such request
to
be based on a reasonable determination by Depositor or Trust Administrator,
in
good faith, that such information is required under Regulation AB) (the
“Cap
Financial Disclosure”).
(iii) Upon
the
occurrence of a Cap Disclosure Event, BSFP, at its own expense, shall
(1) (a)
either (i) provide to Depositor the current Cap Financial Disclosure
in an
XXXXX-compatible format (for example, such information may be provided
in
Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii)
provide written consent to Depositor to
incorporation by reference of such current Cap Financial Disclosure as
are filed
with the Securities and Exchange Commission in the reports of the Trust
filed
pursuant to the Exchange Act, (b) if applicable, cause its outside accounting
firm to provide its consent to filing or incorporation by reference of
such
accounting firm’s report relating to their audits of such current Cap Financial
Disclosure in the Exchange Act Reports of Depositor, and (c) provide
to
Depositor any
updated Cap Financial Disclosure with respect to BSFP or any entity that
consolidates BSFP within five days of the release of any such updated
Cap
Financial Disclosure; , (2) secure another entity to replace BSFP as
party to
this Agreement on terms substantially similar to this Agreement and subject
to
prior notification to the Rating Agencies, which entity (or a guarantor
therefor) meets or exceeds the Approved Rating Thresholds and which satisfies
the Rating Agency Condition and which entity is able to comply with the
requirements of Item 1115 of Regulation AB or (3) obtain a guaranty of
the
BSFP’s obligations under this Agreement from an affiliate of the BSFP that
is
able to comply with the financial information disclosure requirements
of Item
1115 of Regulation AB, such that disclosure provided in respect of the
affiliate
will satisfy any disclosure requirements applicable to the Cap Provider,
and
cause such affiliate to provide Cap Financial Disclosure. If permitted
by
Regulation AB, any required Cap Financial Disclosure may be provided
by
incorporation by reference from reports filed pursuant to the Exchange
Act.
(iv) BSFP
agrees that, in the event that BSFP provides Cap Financial Disclosure
to the
Depositor in accordance with clause (iii)(1) of paragraph 17 or causes
its
affiliate to provide Cap Financial Disclosure to the Depositor in accordance
with clause (iii)(3) of paragraph 17, 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 Cap Financial Disclosure or caused by any omission
or alleged
omission to state in such Cap 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.
18)
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.
19)
Transfer,
Amendment and Assignment.
No
transfer, amendment, waiver, supplement, assignment or other modification
of
this Transaction shall be permitted by either party unless each of S&P, DBRS
and Moody’s has been provided notice of the same and each of S&P, DBRS and
Moody’s confirms in writing (including by facsimile transmission) that it will
not downgrade, qualify, withdraw or otherwise modify its then-current
rating of
any Certificates or Notes.
NEITHER
THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE
OF THE
BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR OR
A CREDIT
SUPPORT PROVIDER ON THIS
AGREEMENT.
|
5.
Account
Details and
Settlement
Information:
Payments
to BSFP:
Citibank,
N.A., New York
ABA
Number: 000-0000-00, for the account of
Bear,
Xxxxxxx Securities Corp.
Account
Number: 0925-3186, for further credit to
Bear
Xxxxxxx Financial Products Inc.
Sub-account
Number: 102-04654-1-3
Attention:
Derivatives Department
Payments
to Counterparty:
Xxxxx
Fargo Bank, N.A.
San
Francisco, California
ABA
#000-000-000
Account
#0000000000
Account
Name: SAS Clearing
FFC
#50962102 Basis Risk Cap Account
Attention:
Client Services Manager - CMLTI
2006-FX1
|
SCHEDULE
I
(all
such
dates subject to adjustment in accordance with the Business Day
Convention)
From
and including
|
To
but excluding
|
Notional
Amount
(USD)
|
Cap
Rate
|
Effective
Date
|
11/25/2006
|
51,392.00
|
8.702%
|
11/25/2006
|
12/25/2006
|
51,392.00
|
7.214%
|
12/25/2006
|
1/25/2007
|
51,392.00
|
6.979%
|
1/25/2007
|
2/25/2007
|
51,392.00
|
6.985%
|
2/25/2007
|
3/25/2007
|
51,392.00
|
7.763%
|
3/25/2007
|
4/25/2007
|
51,392.00
|
7.000%
|
4/25/2007
|
5/25/2007
|
51,392.00
|
7.249%
|
5/25/2007
|
6/25/2007
|
51,392.00
|
7.019%
|
6/25/2007
|
7/25/2007
|
51,392.00
|
7.271%
|
7/25/2007
|
8/25/2007
|
51,392.00
|
7.042%
|
8/25/2007
|
9/25/2007
|
51,392.00
|
7.053%
|
9/25/2007
|
10/25/2007
|
51,392.00
|
7.307%
|
10/25/2007
|
11/25/2007
|
51,392.00
|
7.077%
|
11/25/2007
|
12/25/2007
|
51,392.00
|
7.333%
|
12/25/2007
|
1/25/2008
|
51,392.00
|
7.103%
|
1/25/2008
|
2/25/2008
|
51,392.00
|
7.116%
|
2/25/2008
|
3/25/2008
|
51,392.00
|
7.635%
|
3/25/2008
|
4/25/2008
|
51,392.00
|
7.144%
|
4/25/2008
|
5/25/2008
|
51,392.00
|
7.403%
|
5/25/2008
|
6/25/2008
|
51,392.00
|
7.173%
|
6/25/2008
|
7/25/2008
|
51,392.00
|
7.434%
|
7/25/2008
|
8/25/2008
|
51,392.00
|
7.204%
|
8/25/2008
|
9/25/2008
|
51,392.00
|
7.220%
|
9/25/2008
|
10/25/2008
|
51,392.00
|
7.485%
|
10/25/2008
|
11/25/2008
|
51,392.00
|
7.254%
|
11/25/2008
|
12/25/2008
|
51,392.00
|
7.521%
|
12/25/2008
|
1/25/2009
|
51,392.00
|
7.290%
|
1/25/2009
|
2/25/2009
|
51,392.00
|
7.309%
|
2/25/2009
|
3/25/2009
|
51,392.00
|
8.135%
|
3/25/2009
|
4/25/2009
|
51,392.00
|
7.348%
|
4/25/2009
|
5/25/2009
|
51,392.00
|
7.622%
|
5/25/2009
|
6/25/2009
|
51,392.00
|
7.391%
|
6/25/2009
|
7/25/2009
|
51,392.00
|
7.667%
|
7/25/2009
|
8/25/2009
|
51,392.00
|
7.436%
|
8/25/2009
|
9/25/2009
|
51,392.00
|
7.460%
|
9/25/2009
|
10/25/2009
|
51,392.00
|
7.741%
|
10/25/2009
|
11/25/2009
|
51,392.00
|
7.510%
|
11/25/2009
|
12/25/2009
|
51,392.00
|
7.792%
|
12/25/2009
|
1/25/2010
|
51,392.00
|
7.558%
|
1/25/2010
|
2/25/2010
|
51,392.00
|
7.583%
|
2/25/2010
|
3/25/2010
|
51,392.00
|
8.446%
|
3/25/2010
|
4/25/2010
|
51,392.00
|
7.636%
|
4/25/2010
|
5/25/2010
|
51,392.00
|
7.926%
|
5/25/2010
|
6/25/2010
|
51,392.00
|
7.693%
|
6/25/2010
|
7/25/2010
|
51,392.00
|
7.987%
|
7/25/2010
|
8/25/2010
|
47,417.76
|
7.754%
|
8/25/2010
|
9/25/2010
|
36,695.12
|
7.786%
|
9/25/2010
|
10/25/2010
|
26,089.71
|
8.087%
|
10/25/2010
|
11/25/2010
|
15,600.33
|
7.855%
|
11/25/2010
|
Termination
Date
|
5,225.80
|
8.161%
|
![](https://www.sec.gov/Archives/edgar/data/1378506/000088237706003966/bearlogo.jpg)
BEAR
XXXXXXX FINANCIAL PRODUCTS INC.
000
XXXXXXX XXXXXX
XXX
XXXX,
XXX XXXX 00000
000-000-0000
Exhibit
C
DATE:
October
31, 2006
TO:
|
Xxxxx
Fargo Bank, N.A.,, not individually, but solely as Trust
Administrator on
behalf of the Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed
Pass-Through Certificates, Series
2006-FX1
|
ATTENTION:
Client
Services Manager - CMLTI 2006-FX1
TELEPHONE:
410-884-2000
FACSIMILE:
000-000-0000
FROM:
Derivatives
Documentation
TELEPHONE:
000-000-0000
FACSIMILE:
000-000-0000
SUBJECT:
Fixed
Income Derivatives Confirmation and Agreement
REFERENCE
NUMBER:
FXNCC8819
The
purpose of this letter agreement ("Agreement") is to confirm the terms
and
conditions of the Transaction entered into on the Trade Date specified
below
(the "Transaction") between Bear Xxxxxxx Financial Products Inc. ("BSFP")
and
Xxxxx Fargo Bank, N.A., not individually, but solely as Trust Administrator
on
behalf of Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed Pass-Through
Certificates, Series 2006-FX1 ("Counterparty") under the Pooling and
Servicing
Agreement, dated as of October 1, 2006, among Citigroup Mortgage Loan
Trust
Inc., as depositor, Ameriquest Mortgage Company, Xxxxx Fargo Bank,
N.A. and
Opteum Financial Services, LLC, as servicers, Xxxxx Fargo Bank, N.A.,
as master
servicer and trust administrator and U.S. Bank National Association
as trustee
(the “Pooling and Servicing Agreement”). This letter agreement constitutes the
sole and complete "Confirmation," as referred to in the "ISDA Form
Master
Agreement" (as defined below), as well as a “Schedule” as referred to in the
ISDA Form Master Agreement.
1. This
Agreement is subject to the 2000
ISDA Definitions (the
“Definitions”), as published by the International Swaps and Derivatives
Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement
in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement
(Multicurrency—Cross Border) form (the "ISDA Form Master Agreement") but,
rather, an ISDA Form Master Agreement shall be deemed to have been
executed by
you and us on the date we entered into the Transaction. In the event
of any
inconsistency between the provisions of this Agreement and the Definitions
or
the ISDA Form Master Agreement, this Agreement shall prevail for purposes
of the
Transaction. Terms capitalized but not defined herein shall have the
meanings
attributed to them in the Pooling and Servicing Agreement.
2. The
terms
of the particular Transaction to which this Confirmation relates are
as
follows:
Type
of
Transaction:
Rate
Cap
Notional
Amount:
With
respect to any Calculation Period, the amount set forth for such period
in
Schedule I attached hereto.
Trade
Date:
October
31, 2006
Effective
Date:
October
31, 2006
Termination
Date:
November
25, 2013, subject to adjustment in accordance with the Business Day
Convention.
Fixed
Amount
(Premium):
Inapplicable.
Premium has been paid under the Old Transaction.
Floating
Amounts:
Floating
Rate
Payer:
BSFP
Cap
Rate:
|
With
respect to any Calculation Period, the rate set forth for
such period in
Schedule I attached hereto.
|
Floating
Rate Payer
Period
End
Dates: The
25th
calendar
day of each month during
the Term
of
this Transaction, commencing November 25, 2006, and ending on the Termination
Date, subject to adjustment in accordance with the Business Day
Convention.
|
|
Floating
Rate Payer
Payment
Dates:
Early
Payment shall be applicable. The Floating Rate Payer Payment Date shall
be two
Business Days prior to each Floating Rate Payer Period End Date.
Floating
Rate Option:
|
USD-LIBOR-BBA;
provided, however, that all references in Sections 7.1(w)(xvii)
and
7.1(w)(xx) of the Annex to the Definitions to “on the day that is two
London Banking Days preceding that Reset Date” shall be deleted and
replaced with “on the day that is two New York and London Banking Days
preceding that Reset Date”.
|
Floating
Amount: To
be
determined in accordance with the following formula:
Greater of (i) 250 * (Floating Rate Option - Cap Rate) * Notional Amount
*
Floating Rate Day Count Fraction; and (ii) zero.
Designated
Maturity:
One
month
Floating
Rate Day
Count
Fraction:
Actual/360
Reset
Dates:
The
first
day of each Calculation Period.
Compounding:
Inapplicable
Business
Days:
New
York
Business
Day
Convention:
Following
3.
Additional
Provisions: Each
party hereto is hereby advised and acknowledges that the other party
has engaged
in (or refrained from engaging in) substantial financial transactions
and has
taken (or refrained from taking) other material actions in reliance
upon the
entry by the parties into the Transaction being entered into on the
terms and
conditions set forth herein and in the Confirmation relating to such
Transaction, as applicable. This paragraph shall be deemed repeated
on the trade
date of each Transaction.
4.
Provisions
Deemed Incorporated in a Schedule to the ISDA Form Master
Agreement:
1) |
The
parties agree that subparagraph (ii) of Section 2(c) of the
ISDA Form
Master Agreement will apply to any
Transaction.
|
2)
Termination
Provisions.
For
purposes of the ISDA Form Master Agreement:
(a)
"Specified
Entity" is not applicable to BSFP or Counterparty for any purpose.
(b)
“Breach
of Agreement” provision of Section 5(a)(ii) will not apply to BSFP or
Counterparty.
(c)
“Credit
Support Default” provisions of Section 5(a)(iii) will not apply to Counterparty
and will not apply to BSFP unless BSFP has obtained a guarantee
or other
contingent agreement pursuant to paragraph 16 below.
(d)
“Misrepresentation”
provisions or Section 5(a)(iv) will not apply to BSFP or
Counterparty.
(e)
"Specified
Transaction" is not applicable to BSFP or Counterparty for any purpose,
and,
accordingly, Section 5(a)(v) shall not apply to BSFP or
Counterparty.
(f)
The
"Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP
or to
Counterparty.
(g)
The
"Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
apply to BSFP
or Counterparty.
(h)
The
“Bankruptcy” provision of Section 5(a)(vii)(2) will not apply to
Counterparty.
(i)
The
"Automatic Early Termination" provision of Section 6(a) will not apply
to BSFP
or to Counterparty.
(j)
Payments
on Early Termination. For the purpose of Section 6(e) of the ISDA Form
Master
Agreement:
(i) Market
Quotation will apply.
(ii) The
Second Method will apply.
(k)
"Termination
Currency" means United States Dollars.
3)
Tax Representations.
(a)
Payer
Representations. For the purpose of Section 3(e) of the ISDA Form Master
Agreement, each of BSFP and the Counterparty will make the following
representations:
It
is not
required by any applicable law, as modified by the practice of any
relevant
governmental revenue authority, of any Relevant Jurisdiction to make
any
deduction or withholding for or on account of any Tax from any payment
(other
than interest under Section 2(e), 6(d)(ii) or 6(e) of the ISDA Form
Master
Agreement) to be made by it to the other party under this Agreement.
In making
this representation, it may rely on:
(i) the
accuracy of any representations made by the other party pursuant to
Section 3(f)
of this Agreement;
(ii) the
satisfaction of the agreement contained in Sections 4(a)(i) or 4(a)(iii)
of the
ISDA Form Master Agreement and the accuracy and effectiveness of any
document
provided by the other party pursuant to Sections 4(a)(i) or 4(a)(iii)
of the
ISDA Form Master Agreement; and
(iii) the
satisfaction of the agreement of the other party contained in Section
4(d)
of
the
ISDA Form Master Agreement,
provided that it shall not be a breach of this representation where
reliance is
placed on clause (ii) and the other party does not deliver a form or
document
under Section 4(a)(iii) of the ISDA Form Master Agreement by reason
of material
prejudice to its legal or commercial position.
(b)
Payee
Representations. For the purpose of Section 3(f) of the ISDA Form Master
Agreement, each of BSFP and the Counterparty make the following representations.
The
following representation will apply to BSFP:
BSFP
is a
corporation organized under the laws of the State of Delaware and its
U.S.
taxpayer identification number is 00-0000000.
The
following representation will apply to the Counterparty:
Xxxxx
Fargo Bank, N.A., is Trust Administrator pursuant to the Pooling and
Servicing Agreement.
4)
Tax
Event. The provisions of Section 2(d)(i)(4) of the ISDA Form Master
Agreement
shall not apply to Counterparty as X and the provisions of Section
2(d)(ii) of
the ISDA Form Master Agreement shall not apply to Counterparty as Y,
in each
case such that Counterparty shall not be required to pay any additional
amounts
referred to therein.
5)
Limitation
on Events of Default.
Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master
Agreement,
if at any time and so long as the Counterparty has satisfied in full
all its
payment obligations under Section 2(a)(i) of the ISDA Form Master Agreement
and
has at the time no future payment obligations, whether absolute or
contingent,
under such Section, then unless BSFP is required pursuant to appropriate
proceedings to return to the Counterparty or otherwise returns to the
Counterparty upon demand of the Counterparty any portion of any such
payment,
(a) the occurrence of an event described in Section 5(a) of the ISDA
Form Master
Agreement with respect to the Counterparty shall not constitute an
Event of
Default or Potential Event of Default with respect to the Counterparty
as
Defaulting Party and (b) BSFP shall be entitled to designate an Early
Termination Date pursuant to Section 6 of the ISDA Form Master Agreement
only as
a result of the occurrence of a Termination Event set forth in either
Section
5(b)(i) or 5(b)(ii) of the ISDA Form Master Agreement with respect
to BSFP as
the Affected Party, or Section 5(b)(iii) with respect to BSFP as the
Burdened
Party. Counterparty’s only obligation under Section 2(a)(i) of the ISDA Form
Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer
Payment
Date.
6)
Documents
to be Delivered.
For the
purpose of Section 4(a) of the ISDA Form Master Agreement:
(1) Tax
forms, documents, or certificates to be delivered are:
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
BSFP
and
the
Counterparty
|
Any
document required or reasonably requested to allow the other
party to make
payments under this Agreement without any deduction or withholding
for or
on the account of any Tax or with such deduction or withholding
at a
reduced rate
|
Promptly
after the earlier of (i) reasonable demand by either party
or (ii)
learning that such form or document is
required
|
(2) Other
documents to be delivered are:
Party
required to deliver document
|
Form/Document/
Certificate
|
Date
by which to
be
delivered
|
Covered
by Section 3(d) Representation
|
BSFP
and
the
Counterparty
|
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 this Agreement, any Confirmation , and any Credit
Support
Documents to which it is a party, and to evidence the authority
of the
delivering party or its Credit Support Provider to perform
its obligations
under this Agreement, such Confirmation and/or Credit Support
Document, as
the case may be
|
Upon
the execution and delivery of this Agreement and such
Confirmation
|
Yes
|
BSFP
and
the
Counterparty
|
A
certificate of an authorized officer of the party, as to
the incumbency
and authority of the respective officers of the party signing
this
Agreement, any relevant Credit Support Document, or any Confirmation,
as
the case may be
|
Upon
the execution and delivery of this Agreement and such
Confirmation
|
Yes
|
Counterparty
|
An
executed copy of the Pooling and Servicing Agreement
|
Within
30 days after the date of this Agreement.
|
No
|
BSFP
|
Legal
opinion(s) with respect to such party and its Credit Support
Provider, if
any, for it reasonably satisfactory in form and substance
to the other
party relating to the enforceability of the party’s obligations under this
Agreement.
|
Upon
the execution and delivery of this Agreement and any
Confirmation
|
No
|
7)
Miscellaneous.
Miscellaneous
(a)
|
Address
for Notices: For the purposes of Section 12(a) of the ISDA Form
Master Agreement:
|
Address
for notices or communications to BSFP:
Address: 000
Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
Attention: DPC
Manager
Facsimile: (000)
000-0000
with
a
copy to:
Address: Xxx
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000
Attention: Derivative
Operations - 7th Floor
Facsimile: (000)
000-0000
(For
all
purposes)
Address
for notices or communications to the Counterparty:
Address:
Xxxxx
Fargo Bank, N.A.
0000
Xxx
Xxxxxxxxx xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attention:
Client
Services Manager - CMLTI 2006-FX1
(For
all
purposes)
(b) Process
Agent. For the purpose of Section 13(c) of the ISDA Form Master
Agreement:
BSFP
appoints as its
Process
Agent: Not
Applicable
The
Counterparty appoints as its
Process
Agent: Not
Applicable
(c) Offices.
The provisions of Section 10(a) of the ISDA Form Master Agreement will
not apply
to this Agreement; neither BSFP nor the Counterparty have any Offices
other than
as set forth in the Notices Section and BSFP agrees that, for purposes
of
Section 6(b) of the ISDA Form Master Agreement, it shall not in future
have any
Office other than one in the United States.
(d) Multibranch
Party. For the purpose of Section 10(c) of the ISDA Form Master
Agreement:
BSFP
is
not a Multibranch Party.
The
Counterparty is not a Multibranch
Party.
|
(e) |
Calculation
Agent. The Calculation Agent is
BSFP.
|
(f) Credit
Support Document.
BSFP:
Not applicable, except for any ISDA Credit Support Annex,
guarantee or
contingent agreement delivered pursuant to paragraph 16
below.
|
The
Counterparty: Not Applicable
(g)
|
Credit
Support Provider.
|
BSFP: Not
Applicable for BSFP for so long as no Credit Support Document is delivered
under
paragraph 16 below, otherwise, the party that is the primary obligor
under the
Credit Support Document.
The
Counterparty: Not Applicable
(h) Governing
Law. The parties to this Agreement hereby agree that the law of the
State of New
York shall govern their rights and duties in whole without regard to
the
conflict of law provisions thereof other than New York General Obligations
Law
Sections 5-1401 and 5-1402.
(i) Severability. If
any
term, provision, covenant, or condition of this Agreement, or the application
thereof to any party or circumstance, shall be held to be invalid or
unenforceable (in whole or in part) for any reason, the remaining terms,
provisions, covenants, and conditions hereof shall continue in full
force and
effect as if this Agreement had been executed with the invalid or unenforceable
portion eliminated, so long as this Agreement as so modified continues
to
express, without material change, the original intentions of the parties
as to
the subject matter of this Agreement and the deletion of such portion
of this
Agreement will not substantially impair the respective benefits or
expectations
of the parties.
The
parties shall endeavor to engage in good faith negotiations to replace
any
invalid or unenforceable term, provision, covenant or condition with
a valid or
enforceable term, provision, covenant or condition, the economic effect
of which
comes as close as possible to that of the invalid or unenforceable
term,
provision, covenant or condition.
(j) Consent
to Recording. Each party hereto consents to the monitoring or recording,
at any
time and from time to time, by the other party of any and all communications
between officers or employees of the parties, waives any further notice
of such
monitoring or recording, and agrees to notify its officers and employees
of such
monitoring or recording.
(k) Waiver
of
Jury Trial. Each
party waives any right it may have to a trial by jury in respect of
any
Proceedings relating to this Agreement or any Credit Support Document.
8)
"Affiliate". Each of BSFP and Counterparty shall be deemed to have
no Affiliates
for purposes of this Agreement, including for purposes of Section 6(b)(ii)
of
the ISDA Form Master Agreement.
9)
Section 3 of the ISDA Form Master Agreement is hereby amended by adding
at the
end thereof the following subsection (g):
“(g) Relationship
Between Parties.
Each
party represents to the other party on each date when it
enters into a
Transaction that:--
|
(1)
Nonreliance.
It is
not relying on any statement or representation of the other party regarding
the
Transaction (whether written or oral), other than the representations
expressly
made in this Agreement or the Confirmation in respect of that Transaction.
(2)
Evaluation
and Understanding.
(i) BSFP
is
acting for its own account and Xxxxx Fargo Bank, N.A.,, N.A., is acting
as Trust
Administrator under the Pooling and Servicing Agreement, and not for
its own
account. Each Party has made its own independent decisions to enter
into this
Transaction and as to whether this Transaction is appropriate or proper
for it
based upon its own judgment and upon advice from such advisors as it
has deemed
necessary. It is not relying on any communication (written or oral)
of the other
party as investment advice or as a recommendation to enter into this
Transaction; it being understood that information and explanations
related to
the terms and conditions of this Transaction shall not be considered
investment
advice or a recommendation to enter into this Transaction. It has not
received
from the other party any assurance or guarantee as to the expected
results of
this Transaction.
(ii)
|
It
is capable of evaluating and understanding (on its own behalf
or through
independent professional advice), and understands and accepts,
the terms,
conditions and risks of this Transaction. It is also capable
of assuming,
and assumes, the financial and other risks of this
Transaction.
|
(iii)
The
other party is not acting as an agent or fiduciary or an advisor for
it in
respect of this Transaction.
(3)
Purpose.
It is
an “eligible swap participant” as such term is defined in Section 35.1(b)(2) of
the regulations (17 C.F.R 35) promulgated under, and an “eligible contract
participant” as defined in Section 1(a)(12) of, the Commodity Exchange Act, as
amended, and it is entering into the Transaction for the purposes of
managing
its borrowings or investments, hedging its underlying assets or liabilities
or
in connection with a line of business.”
10)
Pooling and Servicing Agreement. BSFP hereby agrees that, notwithstanding
any
provision of this agreement to the contrary, Counterparty’s obligations to pay
any amounts owing under this Agreement shall be subject to the Pooling
and
Servicing Agreement and BSFP’s right to receive payment of such amounts shall be
subject to the Pooling and Servicing Agreement.
11)
Trust
Administrator Liability Limitations. It is expressly understood and
agreed by
the parties hereto that (a) this Agreement is executed and delivered
by Xxxxx
Fargo Bank, N.A., (“Xxxxx”), not individually, but solely as Trust Administrator
on behalf of the Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed
Pass-Through Certificates, Series 2006-FX1, (b) each of the representations,
undertakings and agreements herein made on the part of the Counterparty
is made
and intended not as a personal representation, undertaking or agreement
of Xxxxx
but is made and intended for the purpose of binding only the Counterparty,
(c)
nothing herein contained shall be construed as imposing any liability
upon
Xxxxx, individually or personally, to perform any covenant either expressed
or
implied contained herein, all such liability, if any, being expressly
waived by
the parties hereto and by any Person claiming by, through or under
the parties
hereto; provided that nothing in this paragraph shall relieve Xxxxx
from
performing its duties and obligations under the Pooling and Servicing
Agreement
in accordance with the standard of care set forth therein, (d) under
no
circumstances shall Xxxxx be personally liable for the payment of any
indebtedness or expenses of the Counterparty or be liable for the breach
or
failure of any obligation, representation, warranty or covenant made
or
undertaken by the Counterparty under this Agreement or any other related
documents, other than due to its negligence or willful misconduct in
performing
the obligations of the Trust Administrator under the Pooling and Servicing
Agreement, (e) any resignation or removal of Xxxxx as Trust Administrator
shall
require the assignment of this agreement to the Trust Administrator’s
replacement, and (f) Xxxxx, as Trust Administrator, has been directed,
pursuant
to the Pooling and Servicing Agreement, to enter into this Agreement
and to
perform its obligations hereunder.
12)
Proceedings.
BSFP
shall not institute against or cause any other person to institute
against, or
join any other person in instituting against, the trust created pursuant
to the
Pooling and Servicing Agreement, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any
federal or
state bankruptcy, dissolution or similar law, for a period of one year
and one
day (or, if longer, the applicable preference period) following indefeasible
payment in full of the Citigroup Mortgage Loan Trust 2006-FX1, Asset-Backed
Pass-Through Certificates, Series 2006-FX1 (the “Certificates”) and any notes
backed by the Certificates (the “Notes”).
13)
Set-off. Notwithstanding
any provision of this Agreement or any other existing or future agreement,
each
party irrevocably waives any and all rights it may have to set off,
net, recoup
or otherwise withhold or suspend or condition payment or performance
of any
obligation between it and the other party hereunder against any obligation
between it and the other party under any other agreements. The provisions
for
Set-off set forth in Section 6(e) of the ISDA Form Master Agreement
shall not
apply for purposes of this Transaction.
14)
Additional
Termination Events.
The
following Additional Termination Events will apply:
(a)
If a
Rating Agency Downgrade has occurred and BSFP has not, within the time
period
specified therein, complied with paragraph 16 below, then an Additional
Termination Event shall have occurred with respect to BSFP and BSFP
shall be the
sole Affected Party with respect to such Additional Termination Event.
(b)
If,
upon the occurrence of a Cap Disclosure Event (as defined in paragraph
17(ii)
below) BSFP has not, within 10 calendar days after such Cap Disclosure
Event
complied with any of the provisions set forth in paragraph 17(iii)
below, then
an Additional Termination Event shall have occurred with respect to
BSFP and
BSFP shall be the sole Affected Party with respect to such Additional
Termination Event.
(c)
An
Additional Termination Event shall occur under the ISDA Form Master
Agreement
upon unrescindable notice that the Terminator will purchase all Mortgage
Loans
in accordance with Section 9.01 of the Pooling and Servicing Agreement.
With
respect to such Additional Termination Event, Counterparty shall be
the sole
Affected Party and this Transaction shall be the sole Affected Transaction;
provided, however, that notwithstanding Section 6(b)(iv) of the ISDA
Form Master
Agreement, only Counterparty may designate an Early Termination Date
in respect
of this Additional Termination Event.
15)
Amendment
to the ISDA Form Master Agreement.
The
“Failure
to Pay or Deliver”
provision in Section 5(a)(i) is hereby amended by deleting the word
“third” in
the third line thereof and inserting the word “second” in place
thereof.
16)
Ratings
Downgrade.
(a) If
BSFP fails to satisfy the Required Ratings (a “Ratings
Event”),
then
BSFP shall, at its own expense and subject to the Rating Agency Condition,
either
(i) |
assign
this Transaction to an entity that satisfies (or whose credit
support
provider satisfies) the Required
Ratings;
|
(ii) |
deliver
collateral sufficient to restore the rating of the Certificates
and any
Notes immediately prior to such Ratings Event, and an executed
ISDA Credit
Support Annex;
|
(iii) |
obtain
a guaranty of an entity that satisfies the Required Rating
to guaranty
BSFP’s obligations under this Transaction;
or
|
(iv) |
take
any other action sufficient to restore the rating of the
Certificates and
any Notes immediately prior to such Ratings
Event;
|
provided that
the
failure by BSFP to take any action specified in (i)-(iv) above on or
prior to
the 30th
calendar
day after such Ratings Event shall constitute an Additional Termination
Event
under the ISDA Form Master Agreement with respect to which BSFP shall
be the
sole Affected Party and this Transaction shall be the sole Affected
Transaction.
(b)
If
BSFP fails to satisfy the Replacement Ratings (a “Replacement
Event”),
then
BSFP shall, at its own expense and subject to the Rating Agency Condition,
either:
(i) |
assign
this Transaction to an entity that satisfies (or whose credit
support
provider satisfies) the Required
Ratings;
|
(ii) |
obtain
a guaranty of an entity that satisfies the Required Ratings
to guaranty
BSFP’s obligations under this Transaction;
or
|
(iii) |
take
any other action sufficient to restore the rating of the
Certificates and
any Notes immediately prior to such Ratings Event;
|
provided that
the
failure by BSFP to take any action specified in (i)-(iii) above on
or prior to
the 10th
Local
Business Days after such Replacement Event shall constitute an Additional
Termination Event under the ISDA Form Master Agreement with respect
to which
BSFP shall be the sole Affected Party and this Transaction shall be
the sole
Affected Transaction.
As
used
herein,
“DBRS”
means
Dominion Bond Rating Service, or any successor.
“Moody’s”
means
Xxxxx’x Investors Services, Inc.
“Rating
Agency”
means,
each of DBRS, S&P and Xxxxx’x
“Rating
Agency Condition”
means
with respect to any proposed act or omission to act hereunder, a condition
that
is satisfied if each Rating Agency then providing a rating of the Certificates
and any Notes confirms in writing that the proposed action or inaction
would not
cause a downgrade or withdrawal of the then-current rating of any Certificates
or Notes.
“Replacement
Ratings”
means,
with respect to any entity, the rating of the long-term senior unsecured
and
unsubordinated obligations of such entity is at least
“BBB-”
by
S&P or “A3” by Moody’s.
“Required Ratings”
means,
with respect to any entity, the rating of the long-term senior unsecured
and
unsubordinated obligations of such entity is at least “AA-” by S&P and “Aa3”
by Moody’s.
“S&P”
means
Standard and Poor’s Ratings Services, Inc.
17)
Compliance with Regulation AB.
(i) BSFP
agrees and acknowledges that Citigroup Mortgage Loan Trust Inc. (“Depositor”) is
required under Regulation AB under the Securities Act of 1933, as amended,
and
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(“Regulation AB”), to disclose certain financial information regarding BSFP or
its group of affiliated entities, if applicable, depending on the aggregate
“significance percentage” of this Agreement and any other derivative contracts
between BSFP or its group of affiliated entities, if applicable, and
Counterparty, as calculated from time to time in accordance with Item
1115 of
Regulation AB.
(ii) It
shall
be a Cap disclosure event (“Cap Disclosure Event”) if, on any Business Day after
the date hereof, Depositor or Sponsor requests from BSFP the applicable
financial information described in Item 1115 of Regulation AB (such
request to
be based on a reasonable determination by Depositor or Trust Administrator,
in
good faith, that such information is required under Regulation AB)
(the “Cap
Financial Disclosure”).
(iii) Upon
the
occurrence of a Cap Disclosure Event, BSFP, at its own expense, shall
(1) (a)
either (i) provide to Depositor the current Cap Financial Disclosure
in an
XXXXX-compatible format (for example, such information may be provided
in
Microsoft Word® or Microsoft Excel® format but not in .pdf format) or (ii)
provide written consent to Depositor to
incorporation by reference of such current Cap Financial Disclosure
as are filed
with the Securities and Exchange Commission in the reports of the Trust
filed
pursuant to the Exchange Act, (b) if applicable, cause its outside
accounting
firm to provide its consent to filing or incorporation by reference
of such
accounting firm’s report relating to their audits of such current Cap Financial
Disclosure in the Exchange Act Reports of Depositor, and (c) provide
to
Depositor any
updated Cap Financial Disclosure with respect to BSFP or any entity
that
consolidates BSFP within five days of the release of any such updated
Cap
Financial Disclosure; , (2) secure another entity to replace BSFP as
party to
this Agreement on terms substantially similar to this Agreement and
subject to
prior notification to the Rating Agencies, which entity (or a guarantor
therefor) meets or exceeds the Approved Rating Thresholds and which
satisfies
the Rating Agency Condition and which entity is able to comply with
the
requirements of Item 1115 of Regulation AB or (3) obtain a guaranty
of the
BSFP’s obligations under this Agreement from an affiliate of the BSFP that
is
able to comply with the financial information disclosure requirements
of Item
1115 of Regulation AB, such that disclosure provided in respect of
the affiliate
will satisfy any disclosure requirements applicable to the Cap Provider,
and
cause such affiliate to provide Cap Financial Disclosure. If permitted
by
Regulation AB, any required Cap Financial Disclosure may be provided
by
incorporation by reference from reports filed pursuant to the Exchange
Act.
(iv) BSFP
agrees that, in the event that BSFP provides Cap Financial Disclosure
to the
Depositor in accordance with clause (iii)(1) of paragraph 17 or causes
its
affiliate to provide Cap Financial Disclosure to the Depositor in accordance
with clause (iii)(3) of paragraph 17, 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 Cap Financial Disclosure or caused by any omission
or alleged
omission to state in such Cap 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.
18)
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.
19)
Transfer,
Amendment and Assignment.
No
transfer, amendment, waiver, supplement, assignment or other modification
of
this Transaction shall be permitted by either party unless each of
S&P, DBRS
and Moody’s has been provided notice of the same and each of S&P, DBRS and
Moody’s confirms in writing (including by facsimile transmission) that it
will
not downgrade, qualify, withdraw or otherwise modify its then-current
rating of
any Certificates or Notes.
NEITHER
THE BEAR XXXXXXX COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE
OF THE
BEAR XXXXXXX COMPANIES INC. OTHER THAN BSFP IS AN OBLIGOR
OR A CREDIT
SUPPORT PROVIDER ON THIS
AGREEMENT.
|
5.
Account
Details and
Settlement
Information:
Payments
to BSFP:
Citibank,
N.A., New York
|
ABA
Number: 000-0000-00, for the account of
Bear,
Xxxxxxx Securities Corp.
Account
Number: 0925-3186, for further credit to
Bear
Xxxxxxx Financial Products Inc.
Sub-account
Number: 102-04654-1-3
Attention:
Derivatives Department
Payments
to Counterparty:
|
Xxxxx
Fargo Bank, N.A.
San
Francisco, California
ABA
#000-000-000
Account
#0000000000
Account
Name: SAS Clearing
FFC
#50962102 Basis Risk Cap Account
Attention:
Client Services Manager - CMLTI 2006-FX1
SCHEDULE
I
(all
such
dates subject to adjustment in accordance with the Business Day
Convention)
From
and
including
|
To
but
excluding
|
Notional
Amount
(USD)
|
Cap
Rate
|
Effective
Date
|
11/25/2006
|
388,352.00
|
8.602%
|
11/25/2006
|
12/25/2006
|
388,352.00
|
7.114%
|
12/25/2006
|
1/25/2007
|
388,352.00
|
6.879%
|
1/25/2007
|
2/25/2007
|
388,352.00
|
6.885%
|
2/25/2007
|
3/25/2007
|
388,352.00
|
7.663%
|
3/25/2007
|
4/25/2007
|
388,352.00
|
6.900%
|
4/25/2007
|
5/25/2007
|
388,352.00
|
7.149%
|
5/25/2007
|
6/25/2007
|
388,352.00
|
6.919%
|
6/25/2007
|
7/25/2007
|
388,352.00
|
7.171%
|
7/25/2007
|
8/25/2007
|
388,352.00
|
6.942%
|
8/25/2007
|
9/25/2007
|
388,352.00
|
6.953%
|
9/25/2007
|
10/25/2007
|
388,352.00
|
7.207%
|
10/25/2007
|
11/25/2007
|
388,352.00
|
6.977%
|
11/25/2007
|
12/25/2007
|
388,352.00
|
7.233%
|
12/25/2007
|
1/25/2008
|
388,352.00
|
7.003%
|
1/25/2008
|
2/25/2008
|
388,352.00
|
7.016%
|
2/25/2008
|
3/25/2008
|
388,352.00
|
7.535%
|
3/25/2008
|
4/25/2008
|
388,352.00
|
7.044%
|
4/25/2008
|
5/25/2008
|
388,352.00
|
7.303%
|
5/25/2008
|
6/25/2008
|
388,352.00
|
7.073%
|
6/25/2008
|
7/25/2008
|
388,352.00
|
7.334%
|
7/25/2008
|
8/25/2008
|
388,352.00
|
7.104%
|
8/25/2008
|
9/25/2008
|
388,352.00
|
7.120%
|
9/25/2008
|
10/25/2008
|
388,352.00
|
7.385%
|
10/25/2008
|
11/25/2008
|
388,352.00
|
7.154%
|
11/25/2008
|
12/25/2008
|
388,352.00
|
7.421%
|
12/25/2008
|
1/25/2009
|
388,352.00
|
7.190%
|
1/25/2009
|
2/25/2009
|
388,352.00
|
7.209%
|
2/25/2009
|
3/25/2009
|
388,352.00
|
8.035%
|
3/25/2009
|
4/25/2009
|
388,352.00
|
7.248%
|
4/25/2009
|
5/25/2009
|
388,352.00
|
7.522%
|
5/25/2009
|
6/25/2009
|
388,352.00
|
7.291%
|
6/25/2009
|
7/25/2009
|
388,352.00
|
7.567%
|
7/25/2009
|
8/25/2009
|
388,352.00
|
7.336%
|
8/25/2009
|
9/25/2009
|
388,352.00
|
7.360%
|
9/25/2009
|
10/25/2009
|
388,352.00
|
7.641%
|
10/25/2009
|
11/25/2009
|
388,352.00
|
7.410%
|
11/25/2009
|
12/25/2009
|
388,352.00
|
7.692%
|
12/25/2009
|
1/25/2010
|
388,352.00
|
7.458%
|
1/25/2010
|
2/25/2010
|
388,352.00
|
7.483%
|
2/25/2010
|
3/25/2010
|
388,352.00
|
8.346%
|
3/25/2010
|
4/25/2010
|
388,352.00
|
7.536%
|
4/25/2010
|
5/25/2010
|
388,352.00
|
7.826%
|
5/25/2010
|
6/25/2010
|
388,352.00
|
7.593%
|
6/25/2010
|
7/25/2010
|
388,352.00
|
7.887%
|
7/25/2010
|
8/25/2010
|
388,352.00
|
7.654%
|
8/25/2010
|
9/25/2010
|
388,352.00
|
7.686%
|
9/25/2010
|
10/25/2010
|
388,352.00
|
7.987%
|
10/25/2010
|
11/25/2010
|
388,352.00
|
7.755%
|
11/25/2010
|
12/25/2010
|
388,352.00
|
8.061%
|
12/25/2010
|
1/25/2011
|
383,316.92
|
7.829%
|
1/25/2011
|
2/25/2011
|
373,168.53
|
7.869%
|
2/25/2011
|
3/25/2011
|
363,131.47
|
8.790%
|
3/25/2011
|
4/25/2011
|
353,204.61
|
7.953%
|
4/25/2011
|
5/25/2011
|
343,386.79
|
8.275%
|
5/25/2011
|
6/25/2011
|
333,676.91
|
8.046%
|
6/25/2011
|
7/25/2011
|
324,073.86
|
8.375%
|
7/25/2011
|
8/25/2011
|
314,561.24
|
8.147%
|
8/25/2011
|
9/25/2011
|
305,124.11
|
8.202%
|
9/25/2011
|
10/25/2011
|
295,786.61
|
8.545%
|
10/25/2011
|
11/25/2011
|
286,552.39
|
8.320%
|
11/25/2011
|
12/25/2011
|
278,041.80
|
8.667%
|
12/25/2011
|
1/25/2012
|
269,623.81
|
8.438%
|
1/25/2012
|
2/25/2012
|
261,297.45
|
8.501%
|
2/25/2012
|
3/25/2012
|
253,061.76
|
9.180%
|
3/25/2012
|
4/25/2012
|
244,915.80
|
8.639%
|
4/25/2012
|
5/25/2012
|
236,858.61
|
9.919%
|
5/25/2012
|
6/25/2012
|
229,641.23
|
10.645%
|
6/25/2012
|
7/25/2012
|
223,311.35
|
11.098%
|
7/25/2012
|
8/25/2012
|
217,049.97
|
10.820%
|
8/25/2012
|
9/25/2012
|
210,856.36
|
10.913%
|
9/25/2012
|
10/25/2012
|
204,729.80
|
11.388%
|
10/25/2012
|
11/25/2012
|
198,669.59
|
11.114%
|
11/25/2012
|
12/25/2012
|
192,934.06
|
11.598%
|
12/25/2012
|
1/25/2013
|
187,258.50
|
11.319%
|
1/25/2013
|
2/25/2013
|
181,642.30
|
11.430%
|
2/25/2013
|
3/25/2013
|
176,084.85
|
12.816%
|
3/25/2013
|
4/25/2013
|
170,585.55
|
11.669%
|
4/25/2013
|
5/25/2013
|
165,143.79
|
12.202%
|
5/25/2013
|
6/25/2013
|
159,759.00
|
11.936%
|
6/25/2013
|
7/25/2013
|
154,430.58
|
12.493%
|
7/25/2013
|
8/25/2013
|
149,157.95
|
12.234%
|
8/25/2013
|
9/25/2013
|
143,940.55
|
12.397%
|
9/25/2013
|
10/25/2013
|
138,777.80
|
12.999%
|
10/25/2013
|
Termination
Date
|
133,669.15
|
12.754%
|
EXHIBIT
J
FORM
OF
REPORT PURSUANT TO SECTION 4.07
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
ANNUAL
REPORT
Pursuant
to Section 13 or 15(d) of the
SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR
FISCAL YEAR ENDED ________________
COMMISSION
FILE NUMBER: 333-_______
CITIGROUP
MORTGAGE LOAN TRUST INC.
(as
depositor under the Pooling and Servicing Agreement,
dated
as
of October 1, 2006, providing for the issuance of
ASSET-BACKED
PASS-THROUGH CERTIFICATES, SERIES 2006-FX1)
Mortgage
Asset Securitization Transactions, Inc.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
|
|
[__]
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
|
|
[_________________]
|
|
[___]
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: [___]
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
whether the Registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to
file
such reports), and (2) has been subject to such filing requirements for the
past
90 days.
X
YES ___No
Item
1.
Business:
Not
applicable
Item
2.
Properties:
Not
applicable
Item
3.
Legal Proceedings:
None
Item
4.
Submission of Matters to a Vote of Security-Holders
None
Item
5.
Market for Registrant's Common Equity and Related Stockholder
Matters
To
the
best knowledge of the registrant there is no established public trading market
for the certificates.
There
are
approximately _____ holders of record as of the end of the reporting
year.
Item
6.
Selected Financial Data.
Not
applicable.
Item
7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Not
applicable
Item
8.
Financial Statements and Supplementary Data.
Not
applicable.
Item
9.
Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
None
Item
10.
Not
applicable
Item
11.
Executive Compensation
Not
applicable
Item
12.
Security Ownership of Certain Beneficial Owners and Management
Not
applicable
Item
13.
Certain Relationships and Related Transactions
Not
applicable
Item
14.
Exhibits, Financial Statement Schedules, and Reports on Form 8-K
a)
The
company filed on Form 8-K, separately for each distribution date,
the distribution
of funds related to the trust for each of the following distribution
dates:
Distribution
Date
|
Form
8-K Filing Date
|
_________________
|
________________
|
_________________
|
________________
|
_________________
|
________________
|
b)
99.1
Annual
Report of Independent Public Accountants' as to o master servicing activities
or
servicing activities, as applicable
(a)
Xxxxx
Fargo Bank, N.A., as Master Servicer
99.2
Annual
Statement of Compliance with obligations under the Pooling and Servicing
Agreement or servicing agreement, as applicable, of:
(a)
Xxxxx
Fargo Bank, N.A., as Master Servicer
Such
document (i) is not filed herewith since such document was not received by
the
Reporting Person at least three business days prior to the due date of this
report; and (ii) will be included in an amendment to this report on Form
10-K/A
to be filed within 30 days of the Reporting Person's receipt of such
document.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of
1934, the registrant has duly caused this report to be signed on its behalf
by
the undersigned thereunto duly authorized.
Date:
___________
Citigroup
Mortgage Loan Trust Inc., by Xxxxx Fargo Bank, N.A., as Master
Servicer
for CMLTI Mortgage Loan Trust 2006-FX1, Asset-Backed Pass-Through
Certificates
|
||
By:
|
||
Name:
|
||
Title:
|
||
Company:
|
EXHIBIT
K
ADDITIONAL
DISCLOSURE NOTIFICATION
**SEND
VIA FAX TO [XXX-XXX-XXXX] AND VIA EMAIL TO [
]
AND VIA OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**
Xxxxx
Fargo Bank, N.A., as Trust Administrator
Xxx
Xxxxxxxxx Xxxx
Xxxxxxxx,
Xxxxxxxx 00000
Attn:
Corporate Trust Services- [DEAL NAME]—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 [ ] of the Pooling and Servicing Agreement, dated
as of
October 1, 2006, among Citigroup Mortgage Loan Trust Inc. as Depositor, Xxxxx
Fargo Bank, N.A. as Master Servicer and Trust Administrator, Ameriquest Mortgage
Company, Opteum Financial Services, LLC and Xxxxx Fargo Bank, N.A. as Servicers
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 2006-FX1,
ASSET-BACKED
PASS-THROUGH CERTIFICATES
I,
_____________________, hereby certify that I am a duly appointed
__________________________ of [Xxxxx Fargo Bank, N.A.][Ameriquest Mortgage
Company][Opteum Financial Services, LLC] (the “Servicer”), and further certify
as follows:
1. This
certification is being made pursuant to the terms of the Pooling and Servicing
Agreement, dated as of October 1, 2006 (the “Agreement”), among Citigroup
Mortgage Loan Trust Inc., as depositor, Xxxxx Fargo Bank, N.A. as the master
servicer and the trust administrator, Xxxxx Fargo Bank, N.A., Ameriquest
Mortgage Company, Opteum Financial Services, LLC, the Servicers and U.S.
Bank
National Association, as trustee.
2. The
undersigned officer of the Servicer hereby certifies that (i) a review of
the
activities of the Servicer 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 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:
_____________, 2006
IN
WITNESS WHEREOF, the undersigned has executed this Certificate as of
_____________.
By:
|
|
Name:
|
|
Title:
|
I,
_________________________, a (an) __________________ of the Servicer, hereby
certify that _________________ is a duly elected, qualified, and acting
_______________________ of the Servicer 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
|
________________
|
(5)
|
|||||
|
(6)
|
Property
Maintenance
|
________________
|
(6)
|
|||||
|
(7)
|
MI/Hazard
Insurance Premiums
|
________________
|
(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__________________________
|
|
________________
|
|
|||||
|
HOA/Condo
Fees_______________________
|
|
________________
|
|
|||||
|
______________________________________
|
|
________________
|
|
|||||
|
______________________________________
|
|
________________
|
|
|||||
|
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 Proceeds
|
________________
|
(18)
|
|||||
HUD Part A | ________________ | (18a) | |||||||
HUD Part B |
________________
|
(18b) | |||||||
|
(19)
|
Pool
Insurance Proceeds
|
________________
|
(19)
|
|||||
|
(20)
|
Proceeds
from Sale of Acquired Property
|
________________
|
(20)
|
|||||
|
(21)
|
Other
(itemize)
|
________________
|
(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
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OPE0001 1315003373 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1311004982 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1323001600 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 0000000000 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1310012740 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 98805237 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99021875 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99003279 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0010 98147150 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98149198 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0007 96496195 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97826036 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97827158 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98776719 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0010 99252835 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98209752 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97882476 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98221799 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 151505229 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 0000000000 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012307 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 8500012978 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 97563035 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97574875 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97579395 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 8500012622 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 8500012437 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012750 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012051 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1706102300 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1701123470 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1701123405 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012803 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1310012601 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1310012697 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1309008828 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 98711070 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98122799 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97597918 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 85913895 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99238230 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 8600013771 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1706102249 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 97908073 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98345432 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98350275 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0007 98790637 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0010 99408155 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98856511 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98770795 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99245839 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0010 98995475 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 97863195 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98427156 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 0000000000 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1301002104 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 8500012781 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 99167470 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0010 99173718 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98460512 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98235153 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97569354 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 0000000000 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012435 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 99661118 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99717514 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99789471 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 0000000000 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 0000000000 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 98289234 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 1105115062 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 8500012631 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 148761406 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99850752 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 151465804 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 97577795 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0010 99599714 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0010 8500012628 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 97635114 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97844435 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97124630 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98580830 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 86148731 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 97503874 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 95833836 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97555312 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98386717 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98204076 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99309395 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 149852626 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 99240632 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 8500012788 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012662 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 8500012328 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 40622747 SUBPRIME XXXXX FARGO MORTGAGEIT P AND I MIT0023 97399430 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 151571908 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 85606770 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97293674 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97465918 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97617757 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98086630 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98087836 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97432314 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97624795 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97625230 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97445555 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 96467196 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 1105115458 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1105115466 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1105115548 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1105115550 SUBPRIME CENLAR OPTEUM P AND I OPE0002 98753437 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98810153 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 85886018 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0007 97400956 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 96560677 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98945710 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98841273 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 151480282 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97858112 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98424237 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 1310012739 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 0000000000 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1707100861 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012053 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 8500012787 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 99617193 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99672354 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99646150 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 150646446 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99721037 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0010 99705238 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99853798 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 1707101109 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 151513264 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98516677 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 97591119 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0010 99614836 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 97972236 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97912034 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97506836 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0007 97512479 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 85656577 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98249113 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97227037 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 149774481 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97362198 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 151018728 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 96954110 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 85805695 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98319437 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 1105115588 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1105115604 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1105115622 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1105115634 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1105115652 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 96958319 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98290638 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99571994 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 8500012625 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1707101094 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1105115676 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1111002590 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1112000707 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1115103465 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1115103516 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500012656 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1701122639 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012044 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 40622467 SUBPRIME XXXXX FARGO MORTGAGEIT P AND I MIT0023 85709178 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 1115103624 SUBPRIME CENLAR OPTEUM P AND I OPE0002 0000000000 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1115103668 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1115103671 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1115103710 SUBPRIME CENLAR OPTEUM P AND I OPE0002 85702777 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97459754 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97459796 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98545833 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97293476 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 1115103729 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1115103734 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 96679113 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 8500012448 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1323001740 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 96981352 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97513915 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 96933478 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97467955 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97620033 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 96990916 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97743439 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97523070 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97691034 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97137111 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 96462510 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97487276 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97487755 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 149224503 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97531750 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 8500012982 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 98197551 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 150469104 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98502115 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 99451114 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 97527436 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 1124001291 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 40629629 SUBPRIME XXXXX FARGO MORTGAGEIT P AND I MIT0023 1301002085 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 85916815 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98536279 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 86124575 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98647639 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 97307953 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98254311 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 97495634 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 1105115551 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1105115637 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1105115747 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1105115836 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 98572993 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98681356 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98576473 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0010 1701122538 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 8500012446 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1115103477 SUBPRIME CENLAR OPTEUM P AND I OPE0002 0000000000 SUBPRIME CENLAR OPTEUM 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1125100179 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1301002168 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 98470792 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 150896801 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98786155 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 97347231 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 96943030 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98311756 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97081756 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0007 150962389 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 8500012050 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1701123447 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1706102338 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1105115044 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 98186398 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 1105115416 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1105115464 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1105115473 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 0000000000 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1105115647 SUBPRIME CENLAR OPTEUM P AND I OPE0002 98092596 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 1901025643 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8600013747 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 0000000000 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1125100071 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1105115671 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1105115799 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1105115991 SUBPRIME CENLAR OPTEUM P AND I OPE0002 0000000000 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1106000823 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701123321 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012043 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 97877153 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0007 98948672 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98536238 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 1115103191 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 0000000000 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1115103605 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1115103617 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1120100306 SUBPRIME CENLAR OPTEUM P AND I OPE0002 99390312 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98570070 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 100052711 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 8500012639 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 98052954 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 1301002142 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1301002163 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1304007637 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1304007756 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1308004546 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 98959877 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 97721039 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 98063951 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97931471 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0007 97933915 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 1310012856 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1310012885 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1312004557 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1315003340 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 0000000000 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 97253074 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 151563442 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 96865274 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0007 99598799 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99148876 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 1323001825 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1323001832 SUBPRIME CENLAR OPTEUM P AND I OPE0002 0000000000 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1326001198 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1326001218 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 97788632 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98812597 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 150712404 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 149127102 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 40620979 SUBPRIME XXXXX FARGO MORTGAGEIT P AND I MIT0023 1326001225 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 0000000000 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701123702 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701123708 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701123742 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 40610650 SUBPRIME XXXXX FARGO MORTGAGEIT P AND I MIT0023 40607401 SUBPRIME XXXXX FARGO MORTGAGEIT P AND I MIT0023 40597050 SUBPRIME XXXXX FARGO MORTGAGEIT P AND I MIT0023 97945794 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 0000000000 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1701123748 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701123784 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701123855 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1701123886 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701124049 SUBPRIME 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OPTEUM INTEREST ONLY OPE0001 0000000000 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 98629439 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 151728482 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98692395 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99070799 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 97700595 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 0000000000 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1304007674 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1101003571 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012449 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012980 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 40625808 SUBPRIME XXXXX FARGO MORTGAGEIT P AND I MIT0023 40630156 SUBPRIME XXXXX FARGO MORTGAGEIT P AND I MIT0023 40622730 SUBPRIME XXXXX FARGO MORTGAGEIT P AND I MIT0023 1315003175 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 86026895 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 8500012327 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 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SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 96652912 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 8500012783 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 99240996 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 1310012829 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1310012864 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1311004937 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 149411506 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97938674 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97380356 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 97781959 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 99095630 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 1311005021 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1312004583 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1313003772 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1316002038 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1326001193 SUBPRIME CENLAR OPTEUM P AND I OPE0002 97093470 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98814031 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99469876 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 150913085 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 95957353 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 0000000000 SUBPRIME CENLAR OPTEUM P AND I OPE0002 0000000000 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1326001246 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701122907 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701123421 SUBPRIME CENLAR OPTEUM P AND I OPE0002 150276004 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 150128148 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 148084841 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0007 40604446 SUBPRIME XXXXX FARGO MORTGAGEIT P AND I MIT0023 40627423 SUBPRIME XXXXX FARGO MORTGAGEIT P AND I MIT0023 1701123555 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701123643 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701123688 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701123707 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701123719 SUBPRIME CENLAR OPTEUM P AND I OPE0002 40601006 SUBPRIME XXXXX FARGO MORTGAGEIT P AND I MIT0023 40621825 SUBPRIME XXXXX FARGO MORTGAGEIT P AND I MIT0023 97946438 SUBPRIME AMERIQUEST AMERIQUEST INTEREST ONLY AMQ0007 8500012065 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 8500012651 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1701123736 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701123838 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701123889 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701123982 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701124113 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1701123620 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1701123298 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 8500012305 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 8500012064 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012059 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1701124131 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701124197 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1701124265 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701124273 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701124310 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 99299034 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98200637 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 99189391 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 1310012691 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1701124337 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1705000809 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1706102354 SUBPRIME CENLAR OPTEUM P AND I OPE0002 0000000000 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1706102490 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1309008865 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1309008916 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1326001125 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1309008855 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012800 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 0000000000 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1707101361 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1707101374 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1707101404 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1707101458 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500012038 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 1706102251 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 8500012753 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012797 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 8500012798 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1707101549 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1707101692 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1707101773 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1707101814 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1707101867 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500012036 SUBPRIME XXXXX FARGO OPTEUM P AND I OPE0001 8500012438 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 1105115097 SUBPRIME XXXXX FARGO OPTEUM INTEREST ONLY OPE0001 141021824 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 98291917 SUBPRIME AMERIQUEST AMERIQUEST P AND I AMQ0010 0000000000 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500012758 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500012764 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500012771 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500012772 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701124124 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701124139 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701124143 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1701124404 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1706102343 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500012806 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500012823 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500012851 SUBPRIME CENLAR OPTEUM P AND I OPE0002 0000000000 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500012895 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1706102418 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1706102479 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1706102497 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1706102519 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1707101285 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500012904 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500012906 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500012907 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500012909 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500012914 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1707101373 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1707101555 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1707101636 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1707101781 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 1707101788 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 0000000000 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500012931 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500012933 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500012936 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500012939 SUBPRIME CENLAR OPTEUM P AND I OPE0002 1707101804 SUBPRIME 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OPTEUM P AND I OPE0002 8500013138 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500013141 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500013150 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500013152 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500013158 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500013054 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500013059 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500013126 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500013132 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500013134 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500013169 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500013224 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500013225 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500013231 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500013252 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500013140 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500013147 SUBPRIME CENLAR OPTEUM INTEREST ONLY OPE0002 8500013151 SUBPRIME CENLAR OPTEUM P AND I OPE0002 8500013160 SUBPRIME CENLAR OPTEUM 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FIXED -30 IO 1 Y 0 83000 1309008828 FIXED -30 IO 1 Y 0 42467.75 98711070 FIXED -30 1 N 0 0 98122799 FIXED -30 1 N 0 0 97597918 FIXED -30 1 N 0 0 85913895 FIXED -30 1 N 0 0 99238230 FIXED -30 1 N 0 0 8600013771 FIXED BALLOON 40/30 1 N 0 0 1706102249 FIXED -30 IO 1 Y 0 169600 97908073 FIXED DUAL AM 40/20 1 N 0 0 98345432 FIXED DUAL AM 40/20 1 N 0 0 98350275 FIXED -30 IO 1 N 0 0 98790637 FIXED -30 IO 1 N 0 0 99408155 FIXED -30 1 Y 0 93380 98856511 FIXED -30 1 N 0 0 98770795 FIXED DUAL AM 40/20 1 N 0 0 99245839 FIXED -30 IO 1 N 0 0 98995475 FIXED -30 1 N 0 0 97863195 FIXED DUAL AM 40/20 1 Y 0 75600 98427156 FIXED -30 1 Y 0 120000 0000000000 FIXED -30 1 N 0 0 1301002104 FIXED -15 1 N 0 0 8500012781 FIXED -30 IO 1 Y 0 60100 99167470 FIXED -30 IO 1 Y 0 164300 99173718 FIXED DUAL AM 40/20 1 N 0 0 98460512 FIXED -30 1 N 0 0 98235153 FIXED DUAL AM 40/20 1 Y 0 49600 97569354 FIXED DUAL AM 40/20 1 N 0 0 0000000000 FIXED -30 IO 1 N 0 0 8500012435 FIXED -30 IO 1 N 0 0 99661118 FIXED -30 1 N 0 0 99717514 FIXED DUAL AM 40/20 1 N 0 0 99789471 FIXED DUAL AM 40/20 1 Y 0 74000 0000000000 FIXED -30 IO 1 Y 0 150750 0000000000 FIXED -30 IO 1 N 0 0 98289234 FIXED -30 1 N 0 0 1105115062 FIXED -30 1 Y 0 28506.5 8500012631 FIXED -30 1 Y 0 93986 148761406 FIXED -20 1 N 0 0 99850752 FIXED -30 1 N 0 0 151465804 FIXED -30 1 N 0 0 97577795 FIXED -30 IO 1 N 0 0 99599714 FIXED -30 IO 1 N 0 0 8500012628 FIXED -30 IO 1 Y 0 44400.24 97635114 FIXED -30 1 N 0 0 97844435 FIXED -30 1 Y 0 70000 97124630 FIXED -30 1 N 0 0 98580830 FIXED -30 1 N 0 0 86148731 FIXED DUAL AM 40/20 1 N 0 0 97503874 FIXED -30 1 N 0 0 95833836 FIXED DUAL AM 40/20 1 N 0 0 97555312 FIXED -30 1 Y 0 45000 98386717 FIXED -30 1 N 0 0 98204076 FIXED DUAL AM 40/20 1 N 0 0 99309395 FIXED DUAL AM 40/20 1 Y 0 126000 149852626 FIXED -30 1 N 0 0 99240632 FIXED -30 1 N 0 0 8500012788 FIXED -30 IO 1 Y 0 50000 8500012662 FIXED -30 1 N 0 0 8500012328 FIXED -30 1 Y 0 52800 40622747 FIXED -30 1 N 0 0 97399430 FIXED -30 1 N 0 0 151571908 FIXED -30 1 N 0 0 85606770 FIXED -30 1 Y 0 27200 97293674 FIXED DUAL AM 40/20 1 N 0 0 97465918 FIXED -30 1 N 0 0 97617757 FIXED -30 1 Y 0 56000 98086630 FIXED -30 1 N 0 0 98087836 FIXED DUAL AM 40/20 1 N 0 0 97432314 FIXED -30 1 N 0 0 97624795 FIXED -30 1 N 0 0 97625230 FIXED DUAL AM 40/20 1 N 0 0 97445555 FIXED -30 1 N 0 0 96467196 FIXED DUAL AM 40/20 1 N 0 0 1105115458 FIXED -30 1 N 0 0 1105115466 FIXED -30 1 N 0 0 1105115548 FIXED -30 1 Y 0 62400 1105115550 FIXED -30 1 N 0 0 98753437 FIXED DUAL AM 40/20 1 N 0 0 98810153 FIXED -30 1 Y 0 59000 85886018 FIXED -30 IO 1 Y 0 54000 97400956 FIXED -30 1 N 0 0 96560677 FIXED -30 1 N 0 0 98945710 FIXED DUAL AM 40/20 1 N 0 0 98841273 FIXED -30 1 N 0 0 151480282 FIXED -15 1 N 0 0 97858112 FIXED -30 1 N 0 0 98424237 FIXED DUAL AM 40/20 1 N 0 0 1310012739 FIXED -30 IO 1 N 0 0 0000000000 FIXED -30 1 Y 0 25000 1707100861 FIXED -30 IO 1 N 0 0 8500012053 FIXED -30 1 N 0 0 8500012787 FIXED -30 IO 1 Y 0 50000 99617193 FIXED -30 1 N 0 0 99672354 FIXED -30 1 Y 0 73000 99646150 FIXED -30 1 N 0 0 150646446 FIXED -15 1 N 0 0 99721037 FIXED -30 IO 1 N 0 0 99705238 FIXED -30 1 N 0 0 99853798 FIXED -30 1 N 0 0 1707101109 FIXED -30 IO 1 Y 0 183246.03 151513264 FIXED -20 1 N 0 0 98516677 FIXED DUAL AM 40/20 1 N 0 0 97591119 FIXED -30 IO 1 Y 0 183980 99614836 FIXED -30 1 N 0 0 97972236 FIXED -30 1 N 0 0 97912034 FIXED -30 1 N 0 0 97506836 FIXED -30 IO 1 N 0 0 97512479 FIXED -30 1 Y 0 27030 85656577 FIXED -30 1 N 0 0 98249113 FIXED DUAL AM 40/20 1 N 0 0 97227037 FIXED -30 1 N 0 0 149774481 FIXED -30 1 N 0 0 97362198 FIXED -30 1 N 0 0 151018728 FIXED -30 1 N 0 0 96954110 FIXED -30 1 N 0 0 85805695 FIXED DUAL AM 40/20 1 Y 0 93600 98319437 FIXED -30 1 N 0 0 1105115588 FIXED -30 IO 1 Y 0 90000 1105115604 FIXED -30 1 Y 0 25000.32 1105115622 FIXED BALLOON 40/30 1 N 0 0 1105115634 FIXED BALLOON 40/30 1 N 0 0 1105115652 FIXED -30 IO 1 Y 0 134000 96958319 FIXED -30 1 N 0 0 98290638 FIXED -30 1 N 0 0 99571994 FIXED -30 1 Y 0 100000 8500012625 FIXED -30 1 Y 0 47900 1707101094 FIXED -30 IO 1 Y 0 67149.28 1105115676 FIXED -30 1 Y 0 68000 1111002590 FIXED -30 1 N 0 0 1112000707 FIXED -30 IO 1 N 0 0 1115103465 FIXED -30 1 N 0 0 1115103516 FIXED -30 IO 1 Y 0 146165.57 8500012656 FIXED -30 IO 1 Y 0 20600 1701122639 FIXED -30 IO 1 Y 0 244998.76 8500012044 FIXED -15 1 N 0 0 40622467 FIXED -30 1 N 0 0 85709178 FIXED -30 1 N 0 0 1115103624 FIXED BALLOON 40/30 1 N 0 0 0000000000 FIXED -30 IO 1 N 0 0 1115103668 FIXED -30 1 Y 0 25218.75 1115103671 FIXED -30 IO 1 Y 0 53400 1115103710 FIXED BALLOON 40/30 1 Y 0 56000 85702777 FIXED DUAL AM 40/20 1 N 0 0 97459754 FIXED -30 1 N 0 0 97459796 FIXED -30 1 N 0 0 98545833 FIXED -30 1 N 0 0 97293476 FIXED -30 1 N 0 0 1115103729 FIXED -30 IO 1 Y 0 25680 1115103734 FIXED -30 IO 1 N 0 0 96679113 FIXED -30 1 N 0 0 8500012448 FIXED -30 IO 1 Y 0 81200 1323001740 FIXED -30 1 N 0 0 96981352 FIXED -30 1 N 0 0 97513915 FIXED -30 1 N 0 0 96933478 FIXED -30 1 Y 0 54000 97467955 FIXED -30 1 N 0 0 97620033 FIXED -30 1 N 0 0 96990916 FIXED -15 1 N 0 0 97743439 FIXED DUAL AM 40/20 1 N 0 0 97523070 FIXED -30 1 Y 0 124000 97691034 FIXED DUAL AM 40/20 1 N 0 0 97137111 FIXED -30 1 N 0 0 96462510 FIXED -30 1 N 0 0 97487276 FIXED -30 1 N 0 0 97487755 FIXED -30 1 N 0 0 149224503 FIXED -30 1 N 0 0 97531750 FIXED -30 1 N 0 0 8500012982 FIXED -30 IO 1 N 0 0 98197551 FIXED -30 1 Y 0 36180 150469104 FIXED -30 1 N 0 0 98502115 FIXED -30 1 N 0 0 99451114 FIXED -30 1 N 0 0 97527436 FIXED -30 1 N 0 0 1124001291 FIXED -30 IO 1 N 0 0 40629629 FIXED -30 1 N 0 0 1301002085 FIXED -30 IO 1 Y 0 54997.93 85916815 FIXED -30 1 N 0 0 98536279 FIXED -30 1 N 0 0 86124575 FIXED -30 1 N 0 0 98647639 FIXED -30 1 N 0 0 97307953 FIXED -30 1 N 0 0 98254311 FIXED -30 1 N 0 0 97495634 FIXED -30 1 N 0 0 1105115551 FIXED -30 IO 1 N 0 0 1105115637 FIXED -30 1 N 0 0 1105115747 FIXED -30 1 Y 0 79500 1105115836 FIXED -30 IO 1 Y 0 52400 98572993 FIXED -30 1 N 0 0 98681356 FIXED -30 1 Y 0 58000 98576473 FIXED -30 IO 1 Y 0 65000 1701122538 FIXED -30 1 Y 0 54800 8500012446 FIXED -30 IO 1 N 0 0 1115103477 FIXED -30 1 Y 0 28750 0000000000 FIXED -30 IO 1 Y 0 36000 1115103746 FIXED -30 IO 1 Y 0 17100 1115103770 FIXED -30 1 N 0 0 1120100309 FIXED BALLOON 40/30 1 Y 0 45000 98718877 FIXED -30 1 N 0 0 97166995 FIXED -15 1 N 0 0 98480510 FIXED -30 1 N 0 0 99464075 FIXED -30 1 N 0 0 98863392 FIXED -30 1 N 0 0 1122000176 FIXED -30 IO 1 N 0 0 1125100109 FIXED BALLOON 40/30 1 Y 0 53001.3 1125100163 FIXED -30 1 N 0 0 1125100167 FIXED -30 1 Y 0 25000.49 1125100170 FIXED -30 1 Y 0 61000 97418156 FIXED -30 1 N 0 0 98648751 FIXED -30 1 Y 0 170000 97681118 FIXED -30 1 N 0 0 97687511 FIXED -30 1 N 0 0 97479711 FIXED -30 1 Y 0 70000 1125100179 FIXED -30 1 Y 0 29600 1301002168 FIXED -30 IO 1 N 0 0 98470792 FIXED -30 1 N 0 0 150896801 FIXED -30 1 N 0 0 98786155 FIXED -30 1 N 0 0 97347231 FIXED -30 1 N 0 0 96943030 FIXED DUAL AM 40/20 1 N 0 0 98311756 FIXED -30 1 N 0 0 97081756 FIXED -30 IO 1 N 0 0 150962389 FIXED -30 1 N 0 0 8500012050 FIXED -30 IO 1 N 0 0 1701123447 FIXED -30 IO 1 N 0 0 1706102338 FIXED -30 IO 1 Y 0 51400 1105115044 FIXED -30 IO 1 Y 0 27800 98186398 FIXED -30 1 N 0 0 1105115416 FIXED -30 1 Y 0 49000 1105115464 FIXED BALLOON 40/30 1 Y 0 161800 1105115473 FIXED -30 IO 1 Y 0 55500 0000000000 FIXED -30 1 Y 0 30000 1105115647 FIXED -30 1 N 0 0 98092596 FIXED -30 1 N 0 0 1901025643 FIXED -30 IO 1 N 0 0 8600013747 FIXED -20 1 N 0 0 0000000000 FIXED -30 1 Y 0 25800 1125100071 FIXED -30 1 N 0 0 1105115671 FIXED -30 1 N 0 0 1105115799 FIXED -30 IO 1 Y 0 48200 1105115991 FIXED BALLOON 40/30 1 N 0 0 0000000000 FIXED BALLOON 40/30 1 Y 0 76000 1106000823 FIXED -30 IO 1 Y 0 114800 1701123321 FIXED -30 IO 1 Y 0 43800 8500012043 FIXED -30 1 N 0 0 97877153 FIXED -30 IO 1 N 0 0 98948672 FIXED -30 1 Y 0 63000 98536238 FIXED -30 1 N 0 0 1115103191 FIXED -30 IO 1 Y 0 74790.56 0000000000 FIXED -30 IO 1 Y 0 63980 1115103605 FIXED -30 IO 1 N 0 0 1115103617 FIXED -30 1 N 0 0 1120100306 FIXED BALLOON 40/30 1 Y 0 36600 99390312 FIXED -30 1 N 0 0 98570070 FIXED -30 1 Y 0 28700 100052711 FIXED -30 1 Y 0 28800 8500012639 FIXED -30 IO 1 Y 0 26980 98052954 FIXED -30 1 N 0 0 1301002142 FIXED -30 IO 1 N 0 0 1301002163 FIXED -30 IO 1 Y 0 34500 1304007637 FIXED -30 IO 1 Y 0 25000.6 1304007756 FIXED -30 IO 1 Y 0 40000 1308004546 FIXED -30 IO 1 Y 0 37320 98959877 FIXED -30 1 N 0 0 97721039 FIXED -30 1 N 0 0 98063951 FIXED -30 1 N 0 0 97931471 FIXED -30 IO 1 N 0 0 97933915 FIXED -30 1 N 0 0 1310012856 FIXED -30 IO 1 Y 0 33320 1310012885 FIXED -30 1 N 0 0 1312004557 FIXED -30 IO 1 Y 0 62431.25 1315003340 FIXED -30 IO 1 Y 0 55000 0000000000 FIXED -30 IO 1 Y 0 85000 97253074 FIXED -30 1 Y 0 33600 151563442 FIXED -30 1 N 0 0 96865274 FIXED -30 IO 1 N 0 0 99598799 FIXED DUAL AM 40/20 1 N 0 0 99148876 FIXED DUAL AM 40/20 1 N 0 0 1323001825 FIXED -30 IO 1 Y 0 28980 1323001832 FIXED -30 1 Y 0 25000.25 0000000000 FIXED -30 IO 1 Y 0 34760.76 1326001198 FIXED -30 IO 1 Y 0 78702.37 1326001218 FIXED -30 IO 1 Y 0 31450.42 97788632 FIXED -30 1 N 0 0 98812597 FIXED -30 1 N 0 0 150712404 FIXED -30 1 N 0 0 149127102 FIXED -30 1 N 0 0 40620979 FIXED -30 1 N 0 0 1326001225 FIXED -30 IO 1 Y 0 35780 0000000000 FIXED -30 IO 1 N 0 0 1701123702 FIXED -30 IO 1 Y 0 130000 1701123708 FIXED -30 IO 1 N 0 0 1701123742 FIXED -30 IO 1 Y 0 120400 40610650 FIXED -30 1 Y 0 19898.91 40607401 FIXED -30 1 N 0 0 40597050 FIXED -30 1 Y 0 39600 97945794 FIXED -30 1 N 0 0 0000000000 FIXED -30 1 N 0 0 1701123748 FIXED -30 IO 1 N 0 0 1701123784 FIXED -30 IO 1 Y 0 47500 1701123855 FIXED BALLOON 40/30 1 N 0 0 1701123886 FIXED -30 IO 1 Y 0 109800 1701124049 FIXED -30 IO 1 Y 0 123000 8500012794 FIXED -30 IO 1 Y 0 30800 1701123439 FIXED -30 IO 1 Y 0 78500 1701123319 FIXED -30 IO 1 Y 0 110000 8500012642 FIXED -30 1 Y 0 77002.1 1701123282 FIXED -30 IO 1 N 0 0 1701124088 FIXED -30 IO 1 Y 0 30949.54 1701124102 FIXED -30 IO 1 N 0 0 1701124122 FIXED -30 1 N 0 0 98785470 FIXED -30 1 N 0 0 98824675 FIXED -30 1 N 0 0 1105115173 FIXED -30 IO 1 Y 0 47980 8500012792 FIXED -30 1 Y 0 35399.43 8500012791 FIXED -30 IO 1 Y 0 41250.54 8500012640 FIXED -30 IO 1 Y 0 199750 8500012442 FIXED -30 IO 1 N 0 0 98467392 FIXED -30 1 N 0 0 8500012303 FIXED -30 IO 1 Y 0 200003.5 1701123406 FIXED -30 IO 1 Y 0 58800 1330000119 FIXED -30 IO 1 Y 0 82000 1310012748 FIXED -30 IO 1 N 0 0 8500012634 FIXED -30 IO 1 Y 0 100999 8500012786 FIXED -30 IO 1 N 0 0 99297392 FIXED DUAL AM 40/20 1 N 0 0 151898400 FIXED -30 1 N 0 0 151506763 FIXED -30 1 Y 0 29000 8500012661 FIXED -30 IO 1 N 0 0 98187834 FIXED -30 1 N 0 0 99007437 FIXED -30 1 N 0 0 99399990 FIXED -30 1 N 0 0 99400111 FIXED -30 1 Y 0 30980 99195836 FIXED -30 1 N 0 0 98351356 FIXED -30 IO 1 N 0 0 99265159 FIXED -30 1 Y 0 23200 1309008788 FIXED -30 IO 1 Y 0 32685 0000000000 FIXED -30 IO 1 Y 0 31929 98629439 FIXED -30 1 N 0 0 151728482 FIXED -30 1 N 0 0 98692395 FIXED -30 1 N 0 0 99070799 FIXED -30 1 N 0 0 97700595 FIXED DUAL AM 40/20 1 N 0 0 0000000000 FIXED -30 1 Y 0 58980 1304007674 FIXED -30 1 N 0 0 1101003571 FIXED -30 IO 1 Y 0 25000 8500012449 FIXED -30 IO 1 Y 0 141000 8500012980 FIXED -30 1 Y 0 100000.95 40625808 FIXED -30 1 N 0 0 40630156 FIXED -30 1 N 0 0 40622730 FIXED -30 1 N 0 0 1315003175 FIXED -30 IO 1 Y 0 68898.8 86026895 FIXED -30 1 N 0 0 8500012327 FIXED -30 1 N 0 0 0000000000 FIXED -30 IO 1 Y 0 99649.14 8600013653 FIXED -30 IO 1 Y 0 111200 8500012657 FIXED -30 1 Y 0 75000.27 8500012318 FIXED -30 1 Y 0 68000 97469399 FIXED -30 1 Y 0 40000 98658552 FIXED DUAL AM 40/20 1 N 0 0 99392797 FIXED -30 IO 1 Y 0 60000 98577232 FIXED -30 1 N 0 0 8500012192 FIXED -15 1 Y 0 26860.5 0000000000 FIXED -30 IO 1 Y 0 83000 8500012034 FIXED -30 1 Y 0 134800.16 8500012653 FIXED -30 IO 1 N 0 0 1707101312 FIXED -30 IO 1 Y 0 77649.24 8500012626 FIXED -30 IO 1 N 0 0 0000000000 FIXED -30 IO 1 Y 0 69600 97977755 FIXED -30 1 N 0 0 96907951 FIXED -30 1 N 0 0 97725998 FIXED -30 1 N 0 0 96652912 FIXED -30 1 Y 0 125000 8500012783 FIXED -30 IO 1 Y 0 47300 99240996 FIXED -30 1 N 0 0 1310012829 FIXED -30 IO 1 Y 0 24999.44 1310012864 FIXED -30 IO 1 N 0 0 1311004937 FIXED -30 IO 1 Y 0 82000 149411506 FIXED -30 1 N 0 0 97938674 FIXED -30 1 N 0 0 97380356 FIXED DUAL AM 40/20 1 N 0 0 97781959 FIXED -30 1 N 0 0 99095630 FIXED -20 1 N 0 0 1311005021 FIXED -30 IO 1 Y 0 38500 1312004583 FIXED -30 IO 1 N 0 0 1313003772 FIXED -30 1 Y 0 24999.17 1316002038 FIXED -30 1 N 0 0 1326001193 FIXED -30 1 Y 0 50000 97093470 FIXED -30 1 N 0 0 98814031 FIXED -30 1 Y 0 5800 99469876 FIXED -30 1 N 0 0 150913085 FIXED -30 1 N 0 0 95957353 FIXED -30 1 N 0 0 0000000000 FIXED -30 1 Y 0 24999.92 0000000000 FIXED -30 1 N 0 0 1326001246 FIXED -30 IO 1 Y 0 49000 1701122907 FIXED -30 IO 1 Y 0 75000 1701123421 FIXED BALLOON 40/30 1 Y 0 63400 150276004 FIXED -30 1 N 0 0 150128148 FIXED -30 1 N 0 0 148084841 FIXED -30 1 N 0 0 40604446 FIXED -30 1 N 0 0 40627423 FIXED -30 1 N 0 0 1701123555 FIXED -30 IO 1 Y 0 49108.75 1701123643 FIXED -30 IO 1 Y 0 87000 1701123688 FIXED -30 IO 1 Y 0 28650 1701123707 FIXED -30 IO 1 N 0 0 1701123719 FIXED BALLOON 40/30 1 Y 0 70000 40601006 FIXED -30 1 N 0 0 40621825 FIXED -30 1 Y 0 71500 97946438 FIXED -30 IO 1 N 0 0 8500012065 FIXED -30 1 N 0 0 8500012651 FIXED -15 1 N 0 0 1701123736 FIXED -30 IO 1 N 0 0 1701123838 FIXED -30 IO 1 Y 0 93000 1701123889 FIXED -30 IO 1 Y 0 114000 1701123982 FIXED -30 IO 1 Y 0 54500 1701124113 FIXED -30 1 N 0 0 1701123620 FIXED -30 IO 1 N 0 0 1701123298 FIXED BALLOON 40/30 1 Y 0 68000 8500012305 FIXED -30 1 N 0 0 8500012064 FIXED -30 IO 1 Y 0 13002.9 8500012059 FIXED -30 1 N 0 0 1701124131 FIXED -30 IO 1 Y 0 127000 1701124197 FIXED BALLOON 40/30 1 N 0 0 1701124265 FIXED -30 IO 1 Y 0 62500 1701124273 FIXED -30 IO 1 Y 0 63947.81 1701124310 FIXED -30 IO 1 Y 0 68000 99299034 FIXED -30 1 N 0 0 98200637 FIXED -30 1 N 0 0 99189391 FIXED -30 1 Y 0 72000 1310012691 FIXED -30 IO 1 N 0 0 1701124337 FIXED -30 IO 1 Y 0 96200 1705000809 FIXED -30 1 Y 0 53503.95 1706102354 FIXED -30 1 N 0 0 0000000000 FIXED -30 IO 1 Y 0 31750.37 1706102490 FIXED -30 IO 1 Y 0 66000 1309008865 FIXED -30 IO 1 Y 0 31929 1309008916 FIXED -30 IO 1 Y 0 38628 1326001125 FIXED -30 IO 1 Y 0 79549.19 1309008855 FIXED -30 IO 1 Y 0 33600 8500012800 FIXED -30 IO 1 Y 0 37850.51 0000000000 FIXED -30 IO 1 Y 0 183800 1707101361 FIXED -30 IO 1 Y 0 100000 1707101374 FIXED -30 IO 1 N 0 0 1707101404 FIXED -30 IO 1 Y 0 75750 1707101458 FIXED -30 IO 1 N 0 0 8500012038 FIXED -30 1 N 0 0 1706102251 FIXED BALLOON 40/30 1 Y 0 17400 8500012753 FIXED -30 IO 1 Y 0 399980 8500012797 FIXED -30 IO 1 Y 0 86900 8500012798 FIXED -30 IO 1 Y 0 44049.19 1707101549 FIXED -30 IO 1 Y 0 95000 1707101692 FIXED -30 IO 1 Y 0 106002.06 1707101773 FIXED -30 IO 1 Y 0 95000 1707101814 FIXED -30 IO 1 Y 0 61800 1707101867 FIXED -30 IO 1 Y 0 84251.67 8500012036 FIXED -30 1 N 0 0 8500012438 FIXED -30 IO 1 Y 0 41250 1105115097 FIXED -30 IO 1 N 0 0 141021824 FIXED -30 1 N 0 0 98291917 FIXED -30 1 N 0 0 0000000000 FIXED -30 IO 1 N 0 0 8500012758 FIXED -30 1 N 0 0 8500012764 FIXED -30 IO 1 Y 0 87500 8500012771 FIXED -30 1 N 0 0 8500012772 FIXED -30 IO 1 N 0 0 1701124124 FIXED -30 IO 1 Y 0 128000 1701124139 FIXED -30 IO 1 N 0 0 1701124143 FIXED -30 IO 1 N 0 0 1701124404 FIXED -30 1 N 0 0 1706102343 FIXED -30 IO 1 N 0 0 8500012806 FIXED -30 IO 1 N 0 0 8500012823 FIXED -30 IO 1 N 0 0 8500012851 FIXED -30 1 Y 0 55599.13 0000000000 FIXED -30 1 N 0 0 8500012895 FIXED -30 IO 1 N 0 0 1706102418 FIXED -30 IO 1 Y 0 134500.98 1706102479 FIXED BALLOON 40/30 1 Y 0 135000 1706102497 FIXED -30 IO 1 Y 0 216000 1706102519 FIXED BALLOON 40/30 1 Y 0 37000.42 1707101285 FIXED -30 IO 1 N 0 0 8500012904 FIXED -30 1 N 0 0 8500012906 FIXED -30 1 N 0 0 8500012907 FIXED -30 1 N 0 0 8500012909 FIXED -30 1 N 0 0 8500012914 FIXED -30 1 N 0 0 1707101373 FIXED -30 IO 1 N 0 0 1707101555 FIXED -30 IO 1 Y 0 111000 1707101636 FIXED -30 IO 1 N 0 0 1707101781 FIXED -30 IO 1 Y 0 89999 1707101788 FIXED -30 IO 1 Y 0 78750 0000000000 FIXED -30 1 N 0 0 8500012931 FIXED -30 1 N 0 0 8500012933 FIXED -15 1 N 0 0 8500012936 FIXED -15 1 N 0 0 8500012939 FIXED -30 1 N 0 0 1707101804 FIXED BALLOON 40/30 1 N 0 0 1901026675 FIXED -30 1 N 0 0 8500012761 FIXED -30 IO 1 Y 0 119999.75 8500012776 FIXED -30 1 N 0 0 8500012847 FIXED -30 1 N 0 0 8500012940 FIXED -30 1 N 0 0 8500012946 FIXED -30 1 N 0 0 8500012954 FIXED -20 1 N 0 0 8500012966 FIXED -30 1 N 0 0 8500012986 FIXED -30 IO 1 Y 0 101000.56 8500012916 FIXED -30 1 N 0 0 8500012920 FIXED -20 1 N 0 0 8500012928 FIXED -30 1 N 0 0 8500012932 FIXED -30 1 Y 0 29001.33 8500012935 FIXED -30 1 N 0 0 8500012996 FIXED -30 1 N 0 0 8500012998 FIXED -30 1 N 0 0 8500013005 FIXED -30 1 N 0 0 8500013008 FIXED -30 1 N 0 0 8500013011 FIXED -30 1 Y 0 50004.32 8500012957 FIXED -15 1 N 0 0 0000000000 FIXED -30 1 N 0 0 8500012960 FIXED -30 1 N 0 0 0000000000 FIXED -15 1 N 0 0 8500012997 FIXED -30 1 N 0 0 8500013014 FIXED BALLOON 40/30 1 N 0 0 8500013021 FIXED -30 1 N 0 0 8500013029 FIXED BALLOON 40/30 1 N 0 0 8500013037 FIXED -30 1 N 0 0 8500013047 FIXED -30 1 N 0 0 8500013125 FIXED -30 1 N 0 0 8500013127 FIXED -30 IO 1 N 0 0 0000000000 FIXED -30 IO 1 N 0 0 8500013131 FIXED -30 1 N 0 0 8500013136 FIXED -30 IO 1 Y 0 37500 8500013001 FIXED -30 1 N 0 0 8500013009 FIXED -30 1 N 0 0 0000000000 FIXED -30 IO 1 Y 0 45400 8500013018 FIXED -30 1 Y 0 62990 8500013026 FIXED BALLOON 40/30 1 N 0 0 8500013138 FIXED BALLOON 50/30 1 N 0 0 8500013141 FIXED -30 1 N 0 0 8500013150 FIXED -30 IO 1 N 0 0 8500013152 FIXED BALLOON 50/30 1 N 0 0 8500013158 FIXED BALLOON 40/30 1 Y 0 65000 8500013054 FIXED -30 1 N 0 0 8500013059 FIXED -30 IO 1 Y 0 59250 8500013126 FIXED BALLOON 50/30 1 N 0 0 8500013132 FIXED -30 1 N 0 0 8500013134 FIXED -30 1 Y 0 65250 8500013169 FIXED -30 IO 1 N 0 0 8500013224 FIXED -30 IO 1 Y 0 38323.77 8500013225 FIXED -30 1 N 0 0 8500013231 FIXED -30 1 N 0 0 8500013252 FIXED -30 IO 1 N 0 0 8500013140 FIXED -30 IO 1 Y 0 78000 8500013147 FIXED -30 IO 1 Y 0 98250 8500013151 FIXED -30 1 N 0 0 8500013160 FIXED -30 IO 1 Y 0 108000 8500013164 FIXED BALLOON 50/30 1 Y 0 99999.83 8500013269 FIXED -30 1 Y 0 38040 8500013274 FIXED -30 IO 1 N 0 0 8500013281 FIXED -30 IO 1 N 0 0 0000000000 FIXED -30 1 Y 0 81400 8500013299 FIXED -30 1 N 0 0 8500013166 FIXED -30 IO 1 Y 0 62250 0000000000 FIXED -30 IO 1 Y 0 91500 8500013181 FIXED -30 1 N 0 0 0000000000 FIXED -30 IO 1 Y 0 47399.3 8500013190 FIXED -30 1 Y 0 52300.74 8500013303 FIXED -30 1 Y 0 24825 8500013309 FIXED -30 1 N 0 0 8500013546 FIXED -30 1 Y 0 27210 8500013624 FIXED -30 IO 1 Y 0 82232.86 8500013630 FIXED -30 1 Y 0 33715.07 8500013198 FIXED -30 IO 1 Y 0 87500 8500013202 FIXED -30 IO 1 Y 0 85000 8500013232 FIXED -30 1 N 0 0 8500013236 FIXED -30 IO 1 Y 0 66200 8500013259 FIXED -30 IO 1 Y 0 41380 8500013640 FIXED -30 IO 1 Y 0 137000 8500013647 FIXED -30 1 Y 0 70000 8600012901 FIXED -30 IO 1 Y 0 31550 8600014025 FIXED -30 1 N 0 0 0000000000 FIXED -30 1 Y 0 31400 8500013263 FIXED -30 1 Y 0 46500 0000000000 FIXED -30 1 N 0 0 8500013277 FIXED -30 1 Y 0 53800 8500013292 FIXED -15 1 N 0 0 8500013301 FIXED -30 1 N 0 0 0000000000 FIXED -30 1 N 0 0 8500013541 FIXED -30 1 Y 0 53000 0000000000 FIXED -30 IO 1 Y 0 62500 8500013639 FIXED -30 1 N 0 0 8500013644 FIXED -30 1 N 0 0 8500013649 FIXED -30 1 Y 0 47500 8500013651 FIXED -30 1 N 0 0 8600013688 FIXED -30 IO 1 N 0 0 8600013791 FIXED -30 1 N 0 0 8600013867 FIXED -30 IO 1 N 0 0 8600013922 FIXED BALLOON 40/30 1 Y 0 166000 8600013929 FIXED -30 IO 1 N 0 0 8600013967 FIXED -30 1 Y 0 75400 0000000000 FIXED -30 IO 1 N 0 0 8600014013 FIXED -30 1 N 0 0 98422991 FIXED DUAL AM 40/20 1 Y 0 37400 98423676 FIXED -30 1 N 0 0 1312004483 FIXED -30 IO 1 N 0 0 1101003523 FIXED -30 IO 1 Y 0 128600 1301002146 FIXED -30 IO 1 N 0 0 8500012340 FIXED -30 IO 1 Y 0 71828 8500012282 FIXED -30 1 Y 0 115003 8500012620 FIXED -30 1 N 0 0 8500012782 FIXED -30 IO 1 Y 0 71280 8500012277 FIXED -30 1 N 0 0 0000000000 FIXED -30 IO 1 Y 0 63000 8600014519 FIXED -30 IO 1 Y 0 65000 0000000000 FIXED -30 IO 1 Y 0 61000 0000000000 FIXED -30 IO 1 Y 0 43400 8600014663 FIXED -30 IO 1 Y 0 114000 8600014792 FIXED -30 IO 1 N 0 0 8600014096 FIXED -30 1 N 0 0 8600014163 FIXED -30 IO 1 Y 0 45200 8600014312 FIXED -30 1 Y 0 113000 8600014345 FIXED -30 IO 1 N 0 0 8600014668 FIXED -30 IO 1 Y 0 42900.2 0000000000 FIXED -30 IO 1 Y 0 49499.42 8500012778 FIXED -30 IO 1 Y 0 35903 8500012616 FIXED -30 IO 1 Y 0 35999.45 99692477 FIXED -30 IO 1 Y 0 50000 86189057 FIXED -30 1 Y 0 43000 8500012796 FIXED -30 IO 1 Y 0 38330 99582595 FIXED -30 1 Y 0 56000 97504872 FIXED -30 IO 1 Y 0 108900 97914873 FIXED -30 1 N 0 0 97917157 FIXED -30 IO 1 N 0 0 98115439 FIXED DUAL AM 40/20 1 N 0 0 98117237 FIXED DUAL AM 40/20 1 N 0 0 98383599 FIXED -30 1 N 0 0 98057391 FIXED DUAL AM 40/20 1 N 0 0 99305674 FIXED -30 1 N 0 0 98459431 FIXED -30 1 Y 0 31000 99534919 FIXED -30 1 N 0 0 98462153 FIXED -30 1 Y 0 740000 40598854 FIXED -30 1 Y 0 39800 8500012278 FIXED -30 1 Y 0 127200 97769517 FIXED -30 1 N 0 0 99148918 FIXED -30 1 N 0 0 99469074 FIXED -30 1 N 0 0 98761992 FIXED -30 1 N 0 0 145943866 FIXED -30 1 N 0 0 1706102317 FIXED -30 IO 1 Y 0 88000 8500012309 FIXED -30 1 Y 0 170001 1707101129 FIXED BALLOON 40/30 1 N 0 0 8500012665 FIXED -30 IO 1 Y 0 121250 8500012334 FIXED -30 1 Y 0 90000 8500012329 FIXED -30 1 N 0 0 151741485 FIXED -30 1 N 0 0 98056872 FIXED -30 1 N 0 0 40601373 FIXED -30 1 N 0 0 40616908 FIXED -30 1 N 0 0 150518686 FIXED -30 1 N 0 0 96247838 FIXED -30 1 N 0 0 40583338 FIXED -30 1 N 0 0 40612656 FIXED -30 1 N 0 0 40620038 FIXED -30 1 N 0 0 40620436 FIXED -30 1 N 0 0 98296916 FIXED -30 IO 1 N 0 0 0000000000 FIXED -30 IO 1 N 0 0 8500012650 FIXED -30 1 N 0 0 8500012444 FIXED -30 IO 1 Y 0 27999.56 8500012285 FIXED -30 1 N 0 0 98433758 FIXED DUAL AM 40/20 1 Y 0 11700 98196553 FIXED -30 1 N 0 0 98438310 FIXED -30 1 Y 0 185000 151898806 FIXED -30 IO 1 N 0 0 98199839 FIXED -30 IO 1 N 0 0 99185076 FIXED DUAL AM 40/20 1 N 0 0 8500012617 FIXED -30 1 Y 0 75001.14 1308004605 FIXED -30 IO 1 Y 0 30300 1901025748 FIXED -30 1 N 0 0 1310012713 FIXED -30 1 Y 0 68850 1309008892 FIXED -30 IO 1 Y 0 37500 1311005107 FIXED BALLOON 40/30 1 Y 0 27299 8500012045 FIXED -30 IO 1 N 0 0 8500012655 FIXED -30 IO 1 Y 0 34800 97703110 FIXED -30 1 N 0 0 8500012341 FIXED -30 1 Y 0 100000.32 1105115142 FIXED BALLOON 40/30 1 Y 0 108000 1707101280 FIXED -30 1 N 0 0 8500012630 FIXED -30 IO 1 Y 0 38800 99032039 FIXED -30 1 N 0 0 98779317 FIXED -30 1 N 0 0 151758703 FIXED -15 1 N 0 0 151850625 FIXED -30 1 N 0 0 98467111 FIXED DUAL AM 40/20 1 N 0 0 0000000000 FIXED -30 1 Y 0 22500 8600013651 FIXED -30 IO 1 Y 0 84000 0000000000 FIXED -30 IO 1 N 0 0 8500012633 FIXED -30 IO 1 N 0 0 8500012062 FIXED -30 1 N 0 0 8500012638 FIXED -30 IO 1 Y 0 48650.48 1115103486 FIXED -30 1 N 0 0 8500012780 FIXED -30 IO 1 Y 0 13200 8500012619 FIXED -30 1 N 0 0 8600013732 FIXED -30 IO 1 N 0 0 0000000000 FIXED -30 1 N 0 0 1706102332 FIXED -30 IO 1 Y 0 37600 98016595 FIXED -30 1 N 0 0 151534203 FIXED -30 1 Y 0 36000 151798584 FIXED -30 1 N 0 0 98301716 FIXED -30 1 N 0 0 98151954 FIXED -30 1 N 0 0 99165078 FIXED -30 IO 1 N 0 0 0000000000 FIXED -30 1 N 0 0 1105115009 FIXED -30 1 Y 0 25000.27 1105115209 FIXED BALLOON 40/30 1 Y 0 59000 1105115281 FIXED -30 IO 1 Y 0 42000 1105115299 FIXED -30 1 N 0 0 97951073 FIXED DUAL AM 40/20 1 N 0 0 98001837 FIXED -30 1 N 0 0 97393516 FIXED -30 1 N 0 0 151620606 FIXED -30 1 N 0 0 8600013815 FIXED -30 1 N 0 0 8500012337 FIXED -30 1 N 0 0 8500012664 FIXED -30 IO 1 N 0 0 8500012754 FIXED -30 IO 1 N 0 0 1326001099 FIXED -30 1 Y 0 47302.81 1310012379 FIXED -30 1 N 0 0 1901025911 FIXED -30 IO 1 N 0 0 1310012736 FIXED -30 1 N 0 0 99081119 FIXED -30 IO 1 N 0 0 98747710 FIXED -30 1 N 0 0 99139917 FIXED DUAL AM 40/20 1 N 0 0 98580319 FIXED -30 1 N 0 0 98820590 FIXED -30 1 N 0 0 99107435 FIXED -30 1 N 0 0 97775951 FIXED -15 1 N 0 0 99047714 FIXED -30 1 N 0 0 98454432 FIXED -30 1 N 0 0 98226756 FIXED -30 1 N 0 0 97893317 FIXED DUAL AM 40/20 1 N 0 0 151524600 FIXED -30 1 N 0 0 97597116 FIXED -30 1 Y 0 38491 8500012623 FIXED -30 IO 1 Y 0 55725 8500012624 FIXED -30 IO 1 N 0 0 151964889 FIXED -30 1 N 0 0 0000000000 FIXED -30 IO 1 Y 0 25999.8 8500012627 FIXED -30 IO 1 Y 0 65250 8500012054 FIXED -30 1 N 0 0 1707101025 FIXED -30 IO 1 Y 0 111600 1701122992 FIXED -30 IO 1 Y 0 94000 8500012779 FIXED -30 IO 1 Y 0 58380 98889470 FIXED -30 1 N 0 0 99038275 FIXED DUAL AM 40/20 1 N 0 0 1125100092 FIXED -15 1 N 0 0 1301002087 FIXED -30 1 N 0 0 1301002107 FIXED -30 IO 1 Y 0 101001.7 1304007686 FIXED -30 1 N 0 0 0000000000 FIXED -30 IO 1 Y 0 25000.28 1309008918 FIXED -30 IO 1 Y 0 40600 1309008926 FIXED -30 IO 1 Y 0 24999.76 1309008991 FIXED -30 IO 1 Y 0 30990 1309008995 FIXED -30 IO 1 Y 0 33980 1310012789 FIXED -30 IO 1 Y 0 54000 1311005001 FIXED BALLOON 40/30 1 Y 0 24999.71 1311005127 FIXED -30 IO 1 Y 0 50000 1323001912 FIXED -30 IO 1 Y 0 41235 0000000000 FIXED -30 1 Y 0 35962 1327000332 FIXED -30 IO 1 Y 0 73998.12 1701123292 FIXED -30 IO 1 N 0 0 1701123528 FIXED -30 IO 1 N 0 0 0000000000 FIXED -30 IO 1 N 0 0 1701123556 FIXED -30 IO 1 N 0 0 1701123559 FIXED -30 IO 1 Y 0 117905.07 1701123677 FIXED BALLOON 40/30 1 N 0 0 1701123678 FIXED -30 IO 1 Y 0 99948.75 0000000000 FIXED -30 1 Y 0 106000 1701123793 FIXED -30 1 N 0 0 1701123876 FIXED -30 1 Y 0 89949.25 1701123909 FIXED -30 IO 1 N 0 0 1701123911 FIXED -30 IO 1 N 0 0 1701124027 FIXED -30 IO 1 N 0 0 1701124120 FIXED -30 1 N 0 0 1701124142 FIXED -30 1 N 0 0 1701124189 FIXED BALLOON 40/30 1 N 0 0 1701124227 FIXED -30 IO 1 N 0 0 1701124262 FIXED -30 IO 1 N 0 0 1701124267 FIXED -30 IO 1 Y 0 108000 1706102386 FIXED -30 IO 1 Y 0 162497.8 1706102404 FIXED -30 IO 1 Y 0 51600 1706102477 FIXED -30 IO 1 Y 0 146000 0000000000 FIXED -30 IO 1 Y 0 120000 1706102504 FIXED -30 IO 1 Y 0 26500 1706102553 FIXED -30 IO 1 Y 0 69600 1707101292 FIXED -30 1 N 0 0 1707101368 FIXED -30 IO 1 N 0 0 1707101547 FIXED -30 IO 1 Y 0 68000 1707101575 FIXED -30 IO 1 Y 0 73000 0000000000 FIXED BALLOON 40/30 1 N 0 0 1707101585 FIXED -30 IO 1 Y 0 112050 1707101629 FIXED -30 IO 1 N 0 0 1707101750 FIXED -30 1 N 0 0 0000000000 FIXED -30 IO 1 Y 0 116000 1901026956 FIXED -30 IO 1 N 0 0 8500012713 FIXED -30 IO 1 N 0 0 8500012757 FIXED -30 1 Y 0 37500 8500012760 FIXED -30 IO 1 Y 0 36000 8500012767 FIXED -30 IO 1 N 0 0 8500012773 FIXED -30 IO 1 Y 0 81000 8500012775 FIXED -30 1 N 0 0 8500012816 FIXED -30 IO 1 N 0 0 8500012897 FIXED -30 IO 1 N 0 0 0000000000 FIXED -30 1 N 0 0 8500012901 FIXED -30 1 N 0 0 8500012908 FIXED -30 1 Y 0 25009.64 8500012915 FIXED -30 1 N 0 0 8500012917 FIXED -30 1 N 0 0 8500012919 FIXED -30 1 N 0 0 8500012924 FIXED -30 1 N 0 0 0000000000 FIXED -30 1 N 0 0 8500012945 FIXED -30 1 N 0 0 8500012948 FIXED -30 1 N 0 0 8500012953 FIXED -15 1 N 0 0 8500012956 FIXED -30 1 N 0 0 8500012958 FIXED -30 1 N 0 0 8500012963 FIXED -15 1 N 0 0 8500012968 FIXED -15 1 N 0 0 0000000000 FIXED -30 1 N 0 0 8500012999 FIXED -30 1 N 0 0 8500013019 FIXED -30 IO 1 N 0 0 8500013020 FIXED -30 IO 1 Y 0 53000 8500013027 FIXED -30 IO 1 N 0 0 8500013039 FIXED -30 1 Y 0 95000 8500013123 FIXED -30 1 Y 0 89995.01 8500013135 FIXED -30 IO 1 N 0 0 8500013142 FIXED -30 IO 1 N 0 0 0000000000 FIXED -30 1 Y 0 53700 8500013153 FIXED -30 IO 1 Y 0 50500 8500013154 FIXED -30 1 N 0 0 0000000000 FIXED -30 1 N 0 0 8500013159 FIXED -15 1 N 0 0 0000000000 FIXED -30 1 N 0 0 8500013170 FIXED -30 IO 1 N 0 0 8500013174 FIXED -30 IO 1 Y 0 74000 8500013204 FIXED -30 IO 1 Y 0 26000 8500013235 FIXED -30 IO 1 N 0 0 8500013244 FIXED -30 1 N 0 0 8500013245 FIXED -30 1 N 0 0 8500013278 FIXED -30 IO 1 N 0 0 8500013294 FIXED -30 1 Y 0 36300 8500013311 FIXED -30 1 N 0 0 8500013543 FIXED -30 1 Y 0 15353 8500013549 FIXED -30 IO 1 Y 0 68850 0000000000 FIXED -30 IO 1 Y 0 45949.58 8500013626 FIXED -30 IO 1 Y 0 25300 8500013634 FIXED -15 1 N 0 0 8500013642 FIXED -30 IO 1 Y 0 137998 8600013788 FIXED -30 1 N 0 0 8600013842 FIXED -30 IO 1 Y 0 84000 8600013852 FIXED -30 IO 1 Y 0 46500.48 8600014005 FIXED -30 IO 1 Y 0 132899.78 8600014092 FIXED -30 1 N 0 0 8600014098 FIXED BALLOON 40/30 1 N 0 0 8600014200 FIXED -30 1 Y 0 39500 40622880 FIXED -30 1 N 0 0 97818595 FIXED DUAL AM 40/20 1 N 0 0 97732630 FIXED -30 1 N 0 0 98069511 FIXED -30 1 N 0 0 97407514 FIXED -30 1 Y 0 49580 97673636 FIXED DUAL AM 40/20 1 N 0 0 97291835 FIXED -30 1 N 0 0 97736151 FIXED -15 1 N 0 0 97958912 FIXED -30 1 N 0 0 97421077 FIXED -30 1 N 0 0 95894317 FIXED -30 1 N 0 0 97427876 FIXED -20 1 N 0 0 97520670 FIXED -30 1 N 0 0 97520951 FIXED -30 1 N 0 0 98666597 FIXED DUAL AM 40/20 1 N 0 0 97136832 FIXED -30 1 N 0 0 97965636 FIXED -30 1 N 0 0 97156350 FIXED DUAL AM 40/20 1 N 0 0 96733191 FIXED -30 1 N 0 0 98041510 FIXED -30 1 N 0 0 97496715 FIXED -30 1 N 0 0 1105115567 FIXED BALLOON 40/30 1 N 0 0 1105115649 FIXED -30 1 N 0 0 1105116076 FIXED BALLOON 40/30 1 N 0 0 1115103528 FIXED -30 1 N 0 0 1115103541 FIXED -30 1 N 0 0 1115103548 FIXED -30 1 N 0 0 1115103590 FIXED -30 1 Y 0 49980 1115103603 FIXED -30 IO 1 Y 0 33400 0000000000 FIXED -30 IO 1 N 0 0 1115103645 FIXED -30 IO 1 Y 0 28500 1115103676 FIXED -30 IO 1 N 0 0 1115103703 FIXED -30 IO 1 N 0 0 1115103761 FIXED -30 1 N 0 0 0000000000 FIXED -30 IO 1 Y 0 37500 8600014218 FIXED -30 1 Y 0 58000 8600014231 FIXED -15 1 N 0 0 8600014354 FIXED -30 IO 1 Y 0 33750 8600014375 FIXED -30 1 N 0 0 0000000000 FIXED -30 1 N 0 0 0000000000 FIXED -30 IO 1 Y 0 25099.14 1124001262 FIXED -30 1 N 0 0 1124001329 FIXED -30 1 N 0 0 1124001386 FIXED -30 1 N 0 0 0000000000 FIXED -15 1 N 0 0 1125100151 FIXED -30 IO 1 Y 0 98000 1125100224 FIXED -30 IO 1 Y 0 76045.5 1301002120 FIXED -30 IO 1 N 0 0 1301002176 FIXED -30 IO 1 Y 0 27879.88 97500797 FIXED -30 IO 1 Y 0 73000 98928914 FIXED DUAL AM 40/20 1 N 0 0 8500012621 FIXED -30 1 Y 0 58000 1115103423 FIXED -30 IO 1 N 0 0 8500012333 FIXED -30 1 Y 0 75000 8500012804 FIXED -30 IO 1 Y 0 44949.42 1111002091 FIXED -30 IO 1 Y 0 71896.77 1313003797 FIXED BALLOON 40/30 1 Y 0 25001.58 1309008887 FIXED -30 IO 1 Y 0 60799.36 8500012799 FIXED -30 IO 1 Y 0 41125 8500012042 FIXED -30 1 N 0 0 98186679 FIXED -30 1 N 0 0 98432834 FIXED DUAL AM 40/20 1 Y 0 42000 99007072 FIXED DUAL AM 40/20 1 N 0 0 98623119 FIXED -30 1 N 0 0 99401317 FIXED -30 1 N 0 0 97753313 FIXED -30 1 N 0 0 99077919 FIXED -30 IO 1 N 0 0 1301002062 FIXED -30 IO 1 Y 0 47700 1105114914 FIXED -30 1 N 0 0 1122000140 FIXED -30 1 N 0 0 97287551 FIXED -30 1 Y 0 165500 99441115 FIXED -30 1 N 0 0 98028756 FIXED -15 1 N 0 0 98784275 FIXED -30 1 Y 0 59900 99392318 FIXED -30 1 N 0 0 1313003792 FIXED BALLOON 40/30 1 Y 0 33980 98807316 FIXED -30 1 N 0 0 98723034 FIXED -30 IO 1 Y 0 81857 98063118 FIXED -30 1 N 0 0 97650436 FIXED -30 IO 1 Y 0 47000 151569829 FIXED -30 1 N 0 0 97193478 FIXED -30 1 N 0 0 98391238 FIXED DUAL AM 40/20 1 N 0 0 97779474 FIXED -30 1 N 0 0 97376958 FIXED -30 1 N 0 0 98284870 FIXED -30 1 N 0 0 98128754 FIXED DUAL AM 40/20 1 N 0 0 97783757 FIXED -30 1 Y 0 250000 98811631 FIXED -30 1 N 0 0 98865470 FIXED -30 1 N 0 0 151757762 FIXED -20 1 N 0 0 99333395 FIXED -30 IO 1 N 0 0 40616690 FIXED -30 1 Y 0 8574.84 98979636 FIXED -30 1 N 0 0 150839926 FIXED -30 1 N 0 0 0000000000 FIXED -30 1 N 0 0 8500012795 FIXED -30 IO 1 Y 0 66651 8500012649 FIXED -30 1 Y 0 60000.24 8500012648 FIXED -30 1 N 0 0 8500012643 FIXED -30 IO 1 Y 0 46250 8500012752 FIXED -30 IO 1 N 0 0 8500012290 FIXED -30 1 N 0 0 8500012060 FIXED -30 IO 1 Y 0 55000.2 8500012443 FIXED -30 1 N 0 0 8500012635 FIXED -30 IO 1 N 0 0 8500012976 FIXED -30 1 N 0 0 1706102352 FIXED -30 1 Y 0 126000 98349038 FIXED DUAL AM 40/20 1 N 0 0 1309008878 FIXED -30 1 Y 0 31800 1326001195 FIXED -30 1 N 0 0 1310012803 FIXED -30 IO 1 Y 0 24999.56 1312004542 FIXED -30 IO 1 Y 0 28600 1310012797 FIXED -30 IO 1 N 0 0 1328000218 FIXED -30 1 Y 0 34039.06 8600013718 FIXED -30 IO 1 Y 0 76000 8600013823 FIXED -30 IO 1 Y 0 121600 8500012658 FIXED -30 IO 1 N 0 0 1701123095 FIXED -30 IO 1 Y 0 49000 8600013813 FIXED -30 IO 1 N 0 0 1105115119 FIXED -15 1 N 0 0 8500012035 FIXED -30 IO 1 N 0 0 8500012654 FIXED -30 IO 1 Y 0 53890.2 8500012450 FIXED -30 IO 1 Y 0 84000 0000000000 FIXED -30 1 Y 0 24300 0000000000 FIXED BALLOON 40/30 1 N 0 0 0000000000 FIXED -30 IO 1 Y 0 382500 97780035 FIXED -30 1 N 0 0 99339194 FIXED -30 1 N 0 0 97996953 FIXED -30 IO 1 N 0 0 1701123275 FIXED -30 IO 1 N 0 0 1707101205 FIXED -30 IO 1 Y 0 108800 0000000000 FIXED -30 IO 1 Y 0 28000 0000000000 FIXED -30 IO 1 Y 0 77850 8500012974 FIXED -15 1 N 0 0 1705000813 FIXED -30 IO 1 Y 0 75400 0000000000 FIXED -30 IO 1 Y 0 41010 99020679 FIXED -30 1 N 0 0 0000000000 FIXED -30 IO 1 N 0 0 97670392 FIXED DUAL AM 40/20 1 Y 0 75800 151797065 FIXED -30 IO 1 N 0 0 86077732 FIXED -30 IO 1 N 0 0 98912751 FIXED -30 1 N 0 0 1104001621 FIXED -30 IO 1 N 0 0 1105115231 FIXED BALLOON 40/30 1 Y 0 103000 1105115310 FIXED -30 1 N 0 0 1105115402 FIXED BALLOON 40/30 1 N 0 0 97206916 FIXED DUAL AM 40/20 1 N 0 0 151201167 FIXED -25 1 N 0 0 98012073 FIXED -30 1 N 0 0 0000000000 FIXED -30 1 Y 0 79500 8500012789 FIXED -30 IO 1 Y 0 57314.5 8500012644 FIXED -30 1 N 0 0 0000000000 FIXED -30 IO 1 N 0 0 1105114669 FIXED BALLOON 40/30 1 Y 0 105000 0000000000 FIXED -30 IO 1 Y 0 44850 8500012338 FIXED -30 1 Y 0 135598.24 8500012659 FIXED -30 IO 1 Y 0 63750 8600013871 FIXED -30 IO 1 N 0 0 98112030 FIXED -30 1 N 0 0 99106114 FIXED -30 1 N 0 0 98820871 FIXED -15 1 N 0 0 98772437 FIXED -30 1 N 0 0 151862083 FIXED -30 1 N 0 0 98914633 FIXED -30 1 Y 0 44000 98921992 FIXED -15 1 Y 0 17200 99172637 FIXED -30 1 N 0 0 150473163 FIXED -30 1 N 0 0 98510233 FIXED -30 1 Y 0 39820 148973407 FIXED -30 1 N 0 0 97037790 FIXED -30 1 N 0 0 97576599 FIXED -30 1 Y 0 76000 151527322 FIXED -30 IO 1 N 0 0 97596993 FIXED -30 1 Y 0 45980 8500012749 FIXED -30 IO 1 Y 0 112000 8500012440 FIXED -30 1 N 0 0 8500012784 FIXED -30 IO 1 Y 0 83949.55 1701123665 FIXED -30 IO 1 Y 0 92000 1115103421 FIXED -30 1 N 0 0 8600013805 FIXED -30 1 N 0 0 1701123016 FIXED -30 IO 1 Y 0 93000 141007880 FIXED -30 1 N 0 0 151785920 FIXED -20 1 N 0 0 98327117 FIXED -30 1 N 0 0 1304007771 FIXED -30 1 Y 0 24999.83 1308004726 FIXED -30 1 N 0 0 1309008947 FIXED -30 1 Y 0 55516 1309008951 FIXED -30 IO 1 Y 0 70000 1309009016 FIXED -30 IO 1 Y 0 36620 1310012287 FIXED -30 1 N 0 0 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7/1/2036 3 357 550000 URAR 8500012280 7/1/2006 9/1/2006 6/1/2036 4 356 1350000 URAR 97670392 7/1/2006 9/1/2006 6/1/2036 4 356 379000 URAR 151797065 8/1/2006 10/1/2006 7/1/2036 3 357 375000 URAR 86077732 8/1/2006 10/1/2006 7/1/2036 3 357 290000 URAR 98912751 8/1/2006 9/1/2006 7/1/2036 3 357 114000 URAR 1104001621 10/1/2006 10/1/2006 9/1/2036 1 359 270000 URAR 1105115231 10/1/2006 10/1/2006 9/1/2036 1 359 515000 URAR 1105115310 10/1/2006 10/1/2006 9/1/2036 1 359 160000 URAR 1105115402 10/1/2006 10/1/2006 9/1/2036 1 359 565000 URAR 97206916 7/1/2006 9/1/2006 6/1/2036 4 356 575000 URAR 151201167 7/1/2006 10/1/2006 6/1/2031 4 296 411085 URAR 98012073 7/1/2006 9/1/2006 6/1/2036 4 356 1070000 URAR 8500012298 8/1/2006 10/1/2006 7/1/2036 3 357 530000 URAR 8500012789 8/1/2006 9/1/2006 7/1/2036 3 357 338000 URAR 8500012644 8/1/2006 9/1/2006 7/1/2036 3 357 835000 URAR 8500012645 8/1/2006 10/1/2006 7/1/2036 3 357 114000 URAR 1105114669 9/1/2006 9/1/2006 8/1/2036 2 358 525000 URAR 1701123337 9/1/2006 9/1/2006 8/1/2036 2 358 225000 URAR 8500012338 8/1/2006 9/1/2006 7/1/2036 3 357 680000 URAR 8500012659 8/1/2006 10/1/2006 7/1/2036 3 357 255000 URAR 8600013871 9/1/2006 9/1/2006 8/1/2036 2 358 1160000 URAR 98112030 8/1/2006 9/1/2006 7/1/2036 3 357 865000 URAR 99106114 8/1/2006 10/1/2006 7/1/2036 3 357 620000 URAR 98820871 8/1/2006 10/1/2006 7/1/2021 3 177 305000 URAR 98772437 8/1/2006 9/1/2006 7/1/2036 3 357 230000 URAR 151862083 8/1/2006 9/1/2006 7/1/2036 3 357 323172 AVM 98914633 8/1/2006 9/1/2006 7/1/2036 3 357 220000 URAR 98921992 8/1/2006 9/1/2006 7/1/2021 3 177 86000 URAR 99172637 8/1/2006 9/1/2006 7/1/2036 3 357 320000 URAR 150473163 7/1/2006 9/1/2006 6/1/2036 4 356 587200 URAR 98510233 7/1/2006 9/1/2006 6/1/2036 4 356 199150 URAR 148973407 8/1/2006 9/1/2006 7/1/2036 3 357 470000 URAR 97037790 7/1/2006 9/1/2006 6/1/2036 4 356 455000 URAR 97576599 7/1/2006 9/1/2006 6/1/2036 4 356 380000 URAR 151527322 7/1/2006 9/1/2006 6/1/2036 4 356 574000 URAR 97596993 7/1/2006 9/1/2006 6/1/2036 4 356 229900 URAR 8500012749 8/1/2006 9/1/2006 7/1/2036 3 357 560000 URAR 8500012440 8/1/2006 9/1/2006 7/1/2036 3 357 280000 URAR 8500012784 7/1/2006 10/1/2006 6/1/2036 4 356 382000 URAR 1701123665 9/1/2006 9/1/2006 8/1/2036 2 358 460000 URAR 1115103421 9/1/2006 9/1/2006 8/1/2036 2 358 487500 URAR 8600013805 8/1/2006 9/1/2006 7/1/2036 3 357 400000 URAR 1701123016 9/1/2006 9/1/2006 8/1/2036 2 358 465000 URAR 141007880 2/1/2006 9/1/2006 1/1/2036 9 351 350500 AVM 151785920 9/1/2006 9/1/2006 8/1/2026 2 238 158000 URAR 98327117 8/1/2006 9/1/2006 7/1/2036 3 357 535000 URAR 1304007771 10/1/2006 10/1/2006 9/1/2036 1 359 121000 URAR 1308004726 10/1/2006 10/1/2006 9/1/2036 1 359 142000 URAR 1309008947 10/1/2006 10/1/2006 9/1/2036 1 359 279000 URAR 1309008951 10/1/2006 10/1/2006 9/1/2036 1 359 353000 URAR 1309009016 10/1/2006 10/1/2006 9/1/2036 1 359 184500 URAR 1310012287 6/1/2006 10/1/2006 5/1/2036 5 355 129000 URAR 1310012794 10/1/2006 10/1/2006 9/1/2036 1 359 190000 URAR 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10/1/2006 9/1/2036 1 359 530000 URAR 1701123902 10/1/2006 10/1/2006 9/1/2036 1 359 178000 URAR 1701123941 10/1/2006 10/1/2006 9/1/2036 1 359 256000 URAR 1701123972 10/1/2006 12/1/2006 9/1/2036 1 359 335000 URAR 1701124003 10/1/2006 10/1/2006 9/1/2036 1 359 485000 URAR 1701124018 10/1/2006 10/1/2006 9/1/2036 1 359 625000 URAR 1701124031 10/1/2006 10/1/2006 9/1/2036 1 359 600000 URAR 1701124063 10/1/2006 10/1/2006 9/1/2036 1 359 365000 URAR 1701124077 10/1/2006 10/1/2006 9/1/2036 1 359 350000 URAR 1701124098 10/1/2006 10/1/2006 9/1/2036 1 359 191000 URAR 1701124109 10/1/2006 10/1/2006 9/1/2036 1 359 328000 URAR 1701124119 10/1/2006 10/1/2006 9/1/2036 1 359 440000 URAR 1701124217 10/1/2006 9/1/2006 9/1/2036 1 359 400000 URAR 1701124352 10/1/2006 10/1/2006 9/1/2036 1 359 215000 URAR 1705000811 10/1/2006 10/1/2006 9/1/2036 1 359 483000 URAR 1706102330 10/1/2006 10/1/2006 9/1/2036 1 359 220000 URAR 1706102381 10/1/2006 10/1/2006 9/1/2036 1 359 225000 URAR 1706102414 10/1/2006 10/1/2006 9/1/2036 1 359 560000 URAR 1706102450 10/1/2006 10/1/2006 9/1/2036 1 359 670000 URAR 1706102470 10/1/2006 10/1/2006 9/1/2036 1 359 183000 URAR 1706102474 10/1/2006 10/1/2006 9/1/2036 1 359 450000 URAR 1707101351 10/1/2006 10/1/2006 9/1/2036 1 359 266000 URAR 1707101456 10/1/2006 10/1/2006 9/1/2036 1 359 133000 URAR 1707101671 10/1/2006 10/1/2006 9/1/2036 1 359 745000 URAR 1707101677 10/1/2006 10/1/2006 9/1/2036 1 359 378000 URAR 1707101697 10/1/2006 10/1/2006 9/1/2036 1 359 310000 URAR 1707101770 10/1/2006 10/1/2006 9/1/2036 1 359 430000 URAR 1901026518 10/1/2006 10/1/2006 9/1/2036 1 359 770000 URAR 1901026622 10/1/2006 10/1/2006 9/1/2036 1 359 425000 URAR 8500012700 8/1/2006 10/1/2006 7/1/2036 3 357 176000 URAR 8500012755 8/1/2006 10/1/2006 7/1/2036 3 357 339000 URAR 8500012762 8/1/2006 10/1/2006 7/1/2036 3 357 445000 URAR 8500012765 8/1/2006 10/1/2006 7/1/2036 3 357 405000 URAR 8500012768 9/1/2006 10/1/2006 8/1/2036 2 358 350000 URAR 8500012770 8/1/2006 11/1/2006 7/1/2036 3 357 186000 URAR 8500012774 8/1/2006 10/1/2006 7/1/2036 3 357 97500 URAR 8500012808 8/1/2006 10/1/2006 7/1/2036 3 357 649000 URAR 8500012821 8/1/2006 10/1/2006 7/1/2036 3 357 542500 URAR 8500012822 8/1/2006 10/1/2006 7/1/2036 3 357 590000 URAR 8500012827 8/1/2006 10/1/2006 7/1/2036 3 357 563000 URAR 8500012830 8/1/2006 10/1/2006 7/1/2036 3 357 340000 URAR 8500012856 8/1/2006 10/1/2006 7/1/2036 3 357 383000 URAR 8500012881 8/1/2006 10/1/2006 7/1/2036 3 357 618500 URAR 8500012898 9/1/2006 10/1/2006 8/1/2036 2 358 646000 URAR 8500012923 9/1/2006 10/1/2006 8/1/2036 2 358 65000 URAR 8500012925 9/1/2006 10/1/2006 8/1/2036 2 358 265000 URAR 8500012934 8/1/2006 10/1/2006 7/1/2036 3 357 250000 URAR 8500012937 8/1/2006 10/1/2006 7/1/2036 3 357 93500 URAR 8500012944 9/1/2006 10/1/2006 8/1/2036 2 358 95000 URAR 8500012955 8/1/2006 10/1/2006 7/1/2036 3 357 85000 URAR 8500012964 8/1/2006 10/1/2006 7/1/2036 3 357 190000 URAR 8500012985 8/1/2006 10/1/2006 7/1/2036 3 357 410000 URAR 8500013007 9/1/2006 10/1/2006 8/1/2036 2 358 485000 URAR 8500013016 8/1/2006 10/1/2006 7/1/2036 3 357 530000 URAR 8500013024 8/1/2006 10/1/2006 7/1/2036 3 357 450000 URAR 8500013025 8/1/2006 10/1/2006 7/1/2036 3 357 450000 URAR 8500013028 8/1/2006 10/1/2006 7/1/2036 3 357 460000 URAR 8500013031 8/1/2006 10/1/2006 7/1/2036 3 357 450000 URAR 8500013033 9/1/2006 10/1/2006 8/1/2036 2 358 810000 URAR 8500013041 9/1/2006 10/1/2006 8/1/2036 2 358 260000 URAR 8500013121 9/1/2006 10/1/2006 8/1/2036 2 358 390000 URAR 8500013124 9/1/2006 10/1/2006 8/1/2036 2 358 640000 URAR 8500013137 9/1/2006 10/1/2006 8/1/2036 2 358 677000 URAR 8500013139 9/1/2006 10/1/2006 8/1/2036 2 358 420000 URAR 8500013144 9/1/2006 10/1/2006 8/1/2036 2 358 550000 URAR 8500013145 9/1/2006 10/1/2006 8/1/2036 2 358 406000 URAR 8500013149 9/1/2006 10/1/2006 8/1/2036 2 358 515000 URAR 8500013187 8/1/2006 10/1/2006 7/1/2036 3 357 205000 URAR 8500013209 8/1/2006 10/1/2006 7/1/2036 3 357 355000 URAR 8500013214 9/1/2006 9/1/2006 8/1/2036 2 358 215000 URAR 8500013230 9/1/2006 10/1/2006 8/1/2036 2 358 940000 URAR 8500013239 9/1/2006 10/1/2006 8/1/2036 2 358 735000 URAR 8500013247 9/1/2006 10/1/2006 8/1/2036 2 358 799000 URAR 8500013253 9/1/2006 10/1/2006 8/1/2036 2 358 535000 URAR 8500013268 9/1/2006 10/1/2006 8/1/2036 2 358 215000 URAR 8500013280 9/1/2006 10/1/2006 8/1/2036 2 358 500000 URAR 8500013284 9/1/2006 10/1/2006 8/1/2021 2 178 350000 URAR 8500013285 9/1/2006 10/1/2006 8/1/2021 2 178 350000 URAR 8500013542 9/1/2006 10/1/2006 8/1/2036 2 358 575000 URAR 8500013545 9/1/2006 10/1/2006 8/1/2036 2 358 169990 URAR 8500013548 9/1/2006 10/1/2006 8/1/2036 2 358 186000 URAR 8500013615 9/1/2006 10/1/2006 8/1/2036 2 358 760000 URAR 8500013633 10/1/2006 10/1/2006 9/1/2036 1 359 2100000 URAR 8600013951 9/1/2006 10/1/2006 8/1/2036 2 358 500000 URAR 8600014094 9/1/2006 10/1/2006 8/1/2036 2 358 525000 URAR 8600014113 9/1/2006 10/1/2006 8/1/2036 2 358 610000 URAR 8600014196 9/1/2006 10/1/2006 8/1/2036 2 358 650000 URAR 8600014504 10/1/2006 10/1/2006 9/1/2036 1 359 380000 URAR 8600014596 10/1/2006 10/1/2006 9/1/2036 1 359 355000 URAR 8600014951 10/1/2006 10/1/2006 9/1/2036 1 359 440000 URAR loanid salesprice ltvamt ltvorig effltv cltv fcltv mitype --------------------------------------------------------------------------------------------------------------------------------- 98374671 0 480000 83.33 83.33 83.33 83.33 NONE 1310012807 175635 175635 80 80 80 100 NONE 1304007618 315750 315750 80 80 80 100 NONE 1310012684 0 108500 78.34 78.34 78.34 78.34 NONE 1325000258 87000 87000 66.26 66.26 66.26 95 NONE 97636476 0 430000 82.21 82.21 82.21 82.21 NONE 1323001742 222742 222742 79.98 79.98 79.98 100 NONE 1309008902 177400 177400 79.99 79.99 79.99 99.99 NONE 1328000223 206025 206025 79.99 79.99 79.99 99.99 NONE 1326001175 173900 173900 79.99 79.99 79.99 94.99 NONE 8500012342 741000 741000 80 80 80 95 NONE 1105115291 95000 95000 73.68 73.68 73.68 100 NONE 8500012647 0 340000 44.12 44.12 44.12 44.12 NONE 1115103480 135000 135000 80 80 80 100 NONE 8500012304 0 1500000 65 65 65 65 NONE 1311005071 157000 157000 80 80 80 100 NONE 8600013697 210000 210000 95 61.75 95 95 BORROWER 1701123359 289950 289950 80 80 80 99.98 NONE 8500012451 0 435000 80 80 80 80 NONE 1105115219 213000 213000 80 80 80 100 NONE 98392038 0 1100000 50 50 50 50 NONE 98321755 0 440000 90 90 90 90 NONE 99479271 0 330000 84.09 84.09 84.09 84.09 NONE 98394075 0 140000 80 80 80 80 NONE 99479792 0 495000 95 95 95 95 NONE 97497192 0 450000 95 95 95 95 NONE 98103153 0 585000 84.62 84.62 84.62 84.62 NONE 97839393 0 525000 87.43 87.43 87.43 87.43 NONE 98182033 0 750000 63.07 63.07 63.07 63.07 NONE 151539681 0 389911 74.12 74.12 74.12 74.12 NONE 1707101305 0 262000 49.62 49.62 49.62 49.62 NONE 151869542 0 315500 90 90 90 90 NONE 98876196 0 690000 61.88 61.88 61.88 61.88 NONE 98394752 0 725000 64.97 64.97 64.97 64.97 NONE 99422990 0 785000 57.32 57.32 57.32 57.32 NONE 99034555 0 435000 95 95 95 95 NONE 98394950 0 420000 60 60 60 60 NONE 98288590 0 252000 87 87 87 87 NONE 1701123087 0 470000 80 80 80 80 NONE 1701123130 590000 590000 80 80 80 100 NONE 98349277 0 475000 79.68 79.68 79.68 79.68 NONE 151247483 0 406900 68.81 68.81 68.81 68.81 NONE 97845234 470000 470000 80 80 80 100 NONE 85923779 0 413000 82.57 82.57 82.57 82.57 NONE 98259831 0 350000 80 80 80 80 NONE 97474951 0 209000 94.45 94.45 94.45 94.45 NONE 98838311 0 220000 83.07 83.07 83.07 83.07 NONE 151406246 0 595400 76.59 76.59 76.59 76.59 NONE 1310012528 219020 219020 79.99 79.99 79.99 99.99 NONE 1301002110 260000 260000 45.77 45.77 45.77 45.77 NONE 8500012636 575785 575785 80 80 80 95 NONE 1701122953 315000 315000 80 80 80 100 NONE 97878276 205000 205000 80 80 80 100 NONE 8500012618 501000 501000 80 80 80 80 NONE 8500012436 0 824000 72.21 72.21 72.21 72.21 NONE 1901025753 0 307500 43.9 43.9 43.9 43.9 NONE 1311004987 129999 129999 95 61.75 95 95 LENDER 1105114884 174000 174000 80 80 80 100 NONE 1707101357 195000 195000 80 80 80 100 NONE 8500012971 157000 157000 80 80 80 100 NONE 1105115063 279000 279000 80 80 80 100 NONE 97214118 0 475000 95 95 95 95 NONE 97851034 429000 429000 80 80 80 100 NONE 99038390 0 390000 70.51 70.51 70.51 70.51 NONE 99487399 659000 659000 90 90 90 90 NONE 1701123306 879000 879000 80 80 80 80 NONE 1115103457 275000 275000 80 80 80 100 NONE 1105115086 95000 95000 95 61.75 95 95 LENDER 1707101130 0 460000 80 80 80 100 NONE 8500012441 0 571000 52.54 52.54 52.54 75.83 NONE 99636557 0 390000 64.87 64.87 64.87 64.87 NONE 99650798 230395 230395 80 80 80 100 NONE 99680837 0 825000 60.61 60.61 60.61 60.61 NONE 99635997 258400 258400 95 95 95 95 NONE 99646879 225817 225817 80 80 80 100 NONE 99735755 0 550000 62 62 62 62 NONE 1701123475 845000 845000 76.92 76.92 76.92 100 NONE 151664224 0 330000 80 80 80 80 NONE 151671625 0 410700 75.36 75.36 75.36 75.36 NONE 150216067 0 320000 81.25 81.25 81.25 81.25 NONE 97834113 0 245000 87.14 87.14 87.14 87.14 NONE 99488439 0 595000 90 90 90 90 NONE 1101003525 0 2200000 65 65 65 78.64 NONE 1102001734 0 220000 75 75 75 75 NONE 1105115180 155000 155000 80 80 80 80 NONE 99480394 0 730000 61.64 61.64 61.64 61.64 NONE 151765823 0 350000 90 90 90 90 NONE 98886351 0 362000 84.25 84.25 84.25 84.25 NONE 99036634 0 930000 49.46 49.46 49.46 49.46 NONE 1115103373 949000 949000 80 80 80 90 NONE 99561474 0 550000 90 90 90 90 NONE 99578593 115000 115000 80 80 80 100 NONE 151691326 0 322100 54.18 54.18 54.18 54.18 NONE 99586356 0 180000 80 80 80 80 NONE 99608275 0 660000 75 75 75 75 NONE 99571838 0 268000 90 90 90 90 NONE 98713274 0 450000 80 80 80 80 NONE 97920474 0 485000 61.86 61.86 61.86 61.86 NONE 99308033 0 640000 65 65 65 65 NONE 98450711 0 800000 90 90 90 90 NONE 1105115199 630000 630000 80 80 80 95 NONE 1105115213 250000 250000 80 80 80 100 NONE 1105115241 0 460000 80 80 80 80 NONE 1105115284 0 194000 79.9 79.9 79.9 79.9 NONE 1105115415 0 385000 85 74.8 85 85 BORROWER 8500012055 0 675000 76.3 76.3 76.3 89.93 NONE 8500012187 0 140000 78 78 78 100 NONE 8500012632 220000 220000 90 67.5 90 90 BORROWER 8500012294 995000 900000 72.22 72.22 72.22 94.44 NONE 8500012445 0 412000 80 80 80 100 NONE 98224074 71200 71000 90 90 90 90 NONE 99506792 0 690000 64.93 64.93 64.93 64.93 NONE 98511751 0 560000 90 90 90 90 NONE 151733706 0 274300 59.79 59.79 59.79 59.79 NONE 8500012790 325564 325564 77.99 77.99 77.99 100 NONE 98301799 0 780000 85 85 85 85 NONE 97954911 0 460000 95 95 95 95 NONE 96976675 0 415000 67.47 67.47 67.47 67.47 NONE 97956155 0 690000 65 65 65 65 NONE 151631686 0 316800 90 90 90 90 NONE 8500012279 0 575000 79.65 79.65 79.65 89.74 NONE 97837116 0 350000 82.86 82.86 82.86 82.86 NONE 99431272 0 440000 81.14 81.14 81.14 81.14 NONE 140847922 0 422806 83.49 83.49 83.49 83.49 NONE 98983190 0 188000 59.57 59.57 59.57 59.57 NONE 8500012793 154990 154990 77.97 77.97 77.97 100 NONE 8500012646 184200 184200 89.98 67.49 89.98 89.98 BORROWER 1105115068 547500 547500 80 80 80 80 NONE 1105115312 253000 253000 80 80 80 100 NONE 8500012802 189900 189900 74.99 74.99 74.99 99.99 NONE 86081932 0 329000 82.67 82.67 82.67 82.67 NONE 98404197 372900 370000 65 65 65 65 NONE 1105115188 80000 80000 68.75 68.75 68.75 100 NONE 98144876 0 438000 80 80 80 80 NONE 97953194 0 470000 66.81 66.81 66.81 66.81 NONE 8500012666 0 200000 75 75 75 95 NONE 8500012332 0 800000 50 50 50 50 NONE 1315003373 693000 693000 71.9 71.9 71.9 71.9 NONE 1311004982 0 135000 80 80 80 100 NONE 1323001600 213000 213000 78.26 78.26 78.26 90 NONE 1323001754 249909 249909 80 80 80 100 NONE 1310012740 369